Forming the Corporation
Corporate Lawyer - Business Attorney - Las Vegas Attorney
Forming a corporation is generally considered a simple matter for most corporate lawyers, however if it is done incorrectly, it can have severe consequences for all involved. There are several main steps that the corporate lawyers at Adams Law Group will take in the process of incorporating your business:
- Our corporate lawyers will draft and file your articles of incorporation with the Nevada Secretary of State's office;
- Our corporate lawyers will draft your corporate by-laws;
- Our corporate lawyers will draft the minutes of your shareholders' organizational meeting to select a board of directors;
- Our corporate lawyers will draft the minutes of your board of directors' meeting to adopt bylaws, appoint officers, and other tasks.
- If necessary, our corporate lawyers will draft a shareholders' agreement to memorialize and define any specific agreements the corporation's shareholders may have with each other.
Articles of incorporation
In forming the corporation, the corporate lawyers at Adams Law Group will include the following information in the corporation's articles of incorporation:
- The corporate name (must be sufficiently different than other corporate names already in existence in Nevada - our corporate lawyers will perform a name check before incorporating). In Nevada, a corporate name must include the word "corporation," "incorporated," "company," or "limited," or an abbreviation or foreign equivalent thereof.
- The number of authorized shares (as opposed to issued shares). Authorized shares are the total number of shares the corporation can issue; the issued shares are the total number of shares the corporation does issue.
- The name and address of the corporation's registered agent (will usually be the address of your corporate lawyer). The registered agent is a person or company designated to receive service of process within the state of incorporation. Service of process is the act of serving a defendant with court papers in the event of a lawsuit. The registered agent must provide a physical address to which a process server may personally go to deliver the complaint.
- The name and address of each incorporator (may be the name of your corporate lawyer);
- A statement of the "nature of the business" of the corporation (note that most jurisdictions allow the articles to simply state "Any Legal Purpose" or a variation of this statement).
- The par value of each share, or a statement that all shares are to be without par value;
- The name and address of each director, if the incorporator's duties are to end upon filing.
Corporations also make their own internal laws and policies. They chiefly do this through two documents: the articles of incorporation and the bylaws.
Articles of incorporation can be thought of as the "constitution" of a corporation. As mentioned above, the articles, sometimes known as the charter or certificate of incorporation depending on the state, contain a few provisions required by statute, such as the name of the corporation and the location of its registered agent, as well as other provisions that regulate the corporation's affairs. The articles of incorporation bind the board of directors and can only be altered with the approval of the shareholders.
Bylaws are "corporate rules" written by the board of directors and can usually be amended by the board of directors without first obtaining shareholder approval. The bylaws generally establish internal rules for the governance of the corporation, such as officer positions and meeting procedures.
The articles of incorporation must comply with the statute under which the corporation is incorporated, and the bylaws must comply with the articles of incorporation as well as the statute.
In Nevada, there are three officers in every corporation: the president, secretary, and treasurer. Under most traditional statutes, one person could hold more than one of these positions, with the caveat that the president and secretary must be different people. But in Nevada, all three positions may be held by one person.
The president is the person given general supervision and control over the corporation's daily affairs. The president is responsible for signing contracts and other documents on behalf of the corporation. The president is often, but not always, chairman of the board as well. The secretary is responsible for corporate documents, such as minutes from the board meetings and annual shareholder meetings, and contact records for each shareholder. The secretary can often also co-sign certain documents, such as stock certificates, with the president. The treasurer is in charge of the corporation's finances.