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1. Information for Articles of Incorporation:
- Name of Corporation:
- Authorized Shares of Common Stock:
- Number of Shareholders:
- Incorporator:
- Names of Directors:
- Identity of Officers:
- State of Incorporation:
- Agent for Service of Process:
- Name and Physical Address:
2. Restrictions on the Nature of the Company Business
- 1. Do the Officers/directors desire to participate in other ventures, apart
from the Corp.?
- 2. Should the business conducted by the Corp. be restricted to permit
other ventures by the Officers or Directors, without a conflict of interest?
3. Directors:
- 1. How many Directors?
- 2. How are they selected?
- 3. Are the Directors to set policy with the operational control in the
officers, or are the Directors to exercise "hands on" control of the business?
If so, to what extent?
4. Officers:
- 1. Who are the officers? How are they selected?
- 2. What are the duties of the various officers?
- 3. What controls are to be placed on the authority of officers by the Board
of Directors? (For example, limits on the power of officers to incur
indebtedness or spend money or enter contracts over a specified amount without
Board approval ).
- 4. Are officers required to spend any particular amount of time, by hours
or percentage of working hours, on Corporate affairs?
- 5. Are officers to be paid? How is the amount to be decided? Who has the
authority to change the amount?
5. Restrictions on Powers of Directors and Officers:
- 1. Are there any acts of the Board which are ineffective unless the
shareholders approve?
- 2. Are there any acts of officers which are ineffective unless approved by
the Board?
6. Management of the Corporation
- 1. Who is to run the day to day business of the Corporation?
- A. One or more of the officers? If so, which officers do what?
- B. By an employee manager?
- 2. Who has the authority to hire and fire?
7. Transfer of Shareholder’s Interest ( Buy out)
- 1. What triggers the buy out?
- Bankruptcy, or assignments for the benefit of creditors, or judgment liens,
etc?
- Marital dissolution, or death of a spouse?
- Retirement, sickness for a specified period, or death?
- Withdrawal of a Shareholder?
- 2. Are there to be any restrictions on transfer of interest, to avoid
having the business owned by shareholders who cannot get along, or who are
unskilled? If so, what restrictions?
- Corp. has option to buy, or the Corp. must buy?
- If option, should other shareholders then have option to buy if Corp.
chooses not to?
- What is the option price? How is it determined?
- What is the option period?
- What are the terms of payment? Does corp. have option, within
specified limits?
8. Dissolution ( Dissolving the Corp. )
- How are the affairs of the Corp. wound up, and its assets distributed?
- Who has the responsibility for doing so?
[LLC Formation] [Corporation Formation] [Partnership Formation] [Business Buy-out]
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