Kenneth Vercammen, Attorney at Law, can incorporate a new Corporation in New Jersey. The following information is needed by our law office to legally prepare all corporate papers:
Name of Corporation _____
Alternate names of Corporation _____
name director 1- _______________________________________
Address: _______________________________________
name director 2- _____________________
Address: ___________________________________
name director 3- _______________
Address: ___________________
Aggregate # of shares: 1,000
Value of shares $1.00
Registered agent: _________________________________
Address of registered agent _______________ ___________________
--commencement date _______________________________________
--date certificate of incorporation filed: ____________
--bank name: ________________
--address of principal place of business: __________
--number directors written out (e.g., three):
________________________
-number of directors to call special meeting written out: _________
-number of days oral notice for special meeting written out: _______
-number of days written notice for special meeting written out:
_______
--number of directors for quorum written out: ____________
--name and address of location where first meeting held
________________
We also provide our client with a corporate kit with printed minutes. Please call my office immediately if you need additional information.
Possible Minutes and By-Laws of a new corporation
MINUTES OF ORGANIZATIONAL MEETING OF FIRST BOARD OF DIRECTORS
The first meeting of the Board of Directors of a new corporation was held at the offices of ___________ , at the call of a majority of the Board. The following directors were present:
_______________
_______________
_______________
The meeting was called to order and _______________ was elected chairman of the meeting and _______________ was elected secretary of the meeting.
The written waiver of notice was ordered filed with the minutes of the meeting.
The chairman reported that the Corporation's certificate of incorporation had been filed and recorded by the Secretary of State of New Jersey on ___________ . A copy of the certificate of incorporation was ordered filed in the Corporation's minute book.
The chairman stated that the purpose of the meeting was to take all steps necessary to complete the organization of the Corporation to enable the Corporation to commence business. The chairman proposed the adoption of resolutions to effectuate these purposes. After full
consideration, the annexed resolutions were duly adopted. There being no further business presented, the meeting was duly adjourned.
__________________________________
Secretary
WAIVER OF NOTICE OF
MEETING OF BOARD OF DIRECTORS
The undersigned, each being a director of a new corporation waive all notice required by the Corporation's by-laws and the laws of the State of New Jersey, of the time and place of meeting of the Board and fix d4, as the date, 1 pm, as the time and the offices of _________ as the place of such meeting
__________________________________
_______________, Director
__________________________________
_______________, Director
ACKNOWLEDGMENT OF ATTENDANCE
OF FIRST MEETING OF
BOARD OF DIRECTORS
THE UNDERSIGNED, being all of the directors of the Corporation acknowledge that they attended the foregoing meeting without protest of the absence of notice and that the foregoing minutes accurately reflect the actions taken at that meeting.
ORGANIZATIONAL RESOLUTIONS
ADOPTED BY BOARD OF DIRECTORS
____________________________________________________________________
WHEREAS, the New Jersey Business Corporation Act requires the first board of directors of a corporation to take certain organizational step and permits the Board to transact such other business as it shall deem necessary and proper.
NOW, THEREFORE, be it RESOLVED that
1. The Corporation adopt the annexed code of by-laws which have been read by each director, and which shall be filed in the minute book of the Corporation. 2. The following persons be elected to the offices set opposite their respective names, to hold office and exercise the powers and responsibilities specified in the by-laws of the Corporation.
Office Name Salary per Year
President _______________ $
Treasurer _______________ $
Secretary _______________ $
3. The seal, an impression of which is affixed in the margin hereof, be adopted as the seal of the Corporation.
4. The form of stock certificate annexed hereto be adopted as the form of stock certificate for the Corporation.
5. (a) The Corporation accept the offer of the following persons to purchase the number of shares of stock of the Corporation shown in exchange for the consideration set opposite their names:
Name Number and Consideration Aggregate
of Subscriber Class of Shares Per Share Consideration
_______________ ## common _____
$_____ $_____
_______________
_______________
(b) The president and secretary or treasurer of the Corporation be authorized to issue to the foregoing persons certificates evidencing the number of shares of the stock of the Corporation set opposite their names upon receipt by the Corporation of the aggregate consideration
specified.
(c) _______ per share be allocated at the time of issuance of such shares as stated capital on the Corporation's books and the remainder of the consideration received per share be allocated as capital surplus on the Corporation's books.
5A. (a) The Corporation elect to be taxed for federal income tax purposes in accordance with the provisions of Subchapter S of the Internal Revenue Code of 1954.
(b) The officers of the Corporation take all actions necessary and proper to effectuate the foregoing resolution, including obtaining the requisite consents from shareholders and executing and filing appropriate forms on behalf of the Corporation within the time limits specified by law.
6. The Corporation open a banking account or accounts with d7 and the Board adopt the annexed banking resolutions to effectuate the foregoing.
7. (a) The president and treasurer of the Corporation be authorized and empowered to pay all expenses incurred in connection with the organization of the Corporation including, filing, license, attorneys', and accountants' fees.
(b) the Corporation elect on its first federal income tax return to deduct the foregoing expenses ratably over a sixty month period, stating with the month in which the Corporation begins business, pursuant to Section 248 of the Internal Revenue Code of 1954.
8. The president and all other officers of the Corporation be authorized and directed to take all step necessary to cause the Corporation to engage in the business of d8.
9. The president and secretary, or an assistant secretary, be authorized to execute in the name of the Corporation all documents necessary in the judgment of the president to effectuate the foregoing resolution.
BY-LAWS OF
a new corporation
____________________________________________________________________
Adopted ___________
ARTICLE I
OFFICES
1. Registered Office and Agent. --The registered office of the Corporation in the State of New Jersey is at _______________. The registered agent of the Corporation at such office is _______________.
2. Principal Place of Business. --The principal place of business of the
Corporation is e2.
3. Other Places of Business. --Branch or subordinate places of business or offices may be established at any time by the Board at any place or places where the Corporation is qualified to do business.
ARTICLE II
SHAREHOLDERS
1. Annual Meeting. --The annual meeting of shareholders shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting at 10:00 a.m. on the 1st day of the month of August of each year at e2 or at such other time and place
as shall be specified in the notice of meeting, in order to elect directors and transact such other business as shall come before the meeting. If that date is a legal holiday, the meeting shall be held at the same hour on the next succeeding business day.
2. Special Meetings. --A special meeting of shareholders may be called for any purpose by the president or the Board, A special meeting shall be held upon not less than ten nor more than sixty days written notice of the time, place, and purposes of the meeting.
3. Action Without Meeting. --The shareholders may act without a meeting if, prior or subsequent to such action, each shareholder who would have been entitled to vote upon such action shall consent in writing to such action. Such written consent or consents shall be filed in the minute
book. However, owners of non-voting shares must either consent or be notified in accordance with N.J.S. 14A:5-6 in the case of mergers, consolidations or sales of substantially all assets.
4. Quorum. --The presence at a meeting in person or by proxy of the holders of shares entitled to cast a majority of the votes shall constitute a quorum. ARTICLE III
BOARD OF DIRECTORS
1. Number and Term of Office. --The board shall consist of 3 members. Each director shall be elected by the shareholders at each annual meeting and shall hold office until the next annual meeting of shareholders and until that director's successor shall have been elected and qualified.
2. Regular Meetings. --A regular meeting of the Board shall be held without notice immediately following and at the same place as the annual shareholders' meeting for the purposes of electing officers and conducting such other business as may come before the meeting. The Board, by resolution, may provide for additional regular meetings which may be held without notice, except to members not present at the time of the adoption of the resolution.
3. Special Meetings. --A special meeting of the Board may be called at any time by the president or by ___________ directors for any purpose. Such meeting shall be held upon e6 days notice if given orally, (either by telephone or in person,) or by telegraph, or by ___________ days
notice if given by depositing the notice in the United States mails, postage prepaid. Such notice shall specify the time and place of the meeting.
4. Action Without Meeting. --The Board may act without a meeting if, prior or subsequent to such action, each member of the Board shall consent in writing to such action. Such written consent or consents shall be filed in the minute book.
5. Quorum.-- ___________ of the entire board shall constitute a quorum for the transaction of business.
6. Vacancies in Board of Directors.-- Any vacancy in the Board, excluding a vacancy caused by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board, or by a sole remaining director.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these by-laws, by the certificate of incorporation, or by the New Jersey Business Corporation Act may be waived in writing by any person entitled to notice. The waiver or
waivers may be executed either be fore or after the event with respect towhich notice is waived. Each director or shareholder attending a meeting without protesting, prior to its conclusion, the lack of proper notice shall be deemed conclusively to have waived notice of the meeting.
ARTICLE V
OFFICERS
1. Election.-- At its regular meeting following the annual meeting of the shareholders, the Board shall elect a president, a treasurer, a secretary and it may elect such other officers, including one or more vice presidents, as it shall deem necessary. One person may hold two or more offices.
2. Duties and Authority of President.-- The president shall be chief executive officer of the Corporation. Subject only to the authority of the Board, he shall have the general charge and supervision over, and responsibility for, the business and affairs of the Corporation. Unless otherwise directed by the Board, all other officers shall be subject to the authority and supervision of the president. The president may enter into and execute in the name of the Corporation contracts or other instruments in the regular course of business or contracts or other
instruments not in the regular course of business which are authorized, either generally or specifically, by the Board. He shall have the general powers and duties of management usually vested in the office of president of a corporation.
3. Duties and Authority of Vice President.-- The vice president shall perform such duties and have such authority as from time to time may be delegated to him by the president or by the Board. In the absence of the president or in the event of his death, inability or refusal to act, the vice president shall perform the duties and be vested with the authority of the president.
4. Duties and Authority of Treasurer.-- The treasurer shall have the custody of the funds and securities of the Corporation and shall keep or cause to be kept regular books of account for the Corporation. The treasurer shall perform such other duties and possess such other powers
as are incident to that office or as shall be assigned by the president or the Board.
5. Duties and Authority of Secretary.-- The secretary shall cause notices of all meetings to be served as prescribed in these by-laws and shall keep or cause to be kept the minutes of all meetings of the shareholders and the Board. The secretary shall have charge of the seal
of the Corporation. The secretary shall perform such other duties and possess such other powers as are incident to that office or as are assigned by the president or the Board.
ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS:
FISCAL YEAR
1. Force and Effect of By-laws.-- These by-laws are subject to the provisions of the New Jersey Business Corporation Act and the Corporation's certificate of incorporation, as it may be amended from time to time. If any provision in these by-laws is inconsistent with a
provision in that Act or the certificate of incorporation, the provision
of that Act or the certificate of incorporation shall govern. 2. Wherever in these by-laws references are made to more than one
incorporator, director or shareholder, they shall, if this is a sole incorporator, director, shareholder corporation, be construed to mean the solitary person; and all provisions dealing with the quantum of majorities or quorums shall be deemed to mean the action by the one person constituting the corporation. 3. Amendments to By-laws.-- These by-laws may be altered, amended or repealed by the shareholders or the Board. Any by-law adopted, amended or repealed by the shareholders may be amended or repealed by the Board, unless the resolution of the shareholders adopting such by-laws expressly reserves to the shareholders the right to amend or repeal it. 4. Fiscal Year.-- The fiscal year of the Corporation shall begin on the first day of January of each year. MINUTES OF FIRST MEETING OF
SHAREHOLDERS
A meeting of the shareholders of a new corporation
was held at ___________ at the offices of _________.
The following persons, constituting a quorum, were present in person or by proxy:
_______________
_______________
_______________ The president presided as chairman of the meeting, and the secretary recorded the minutes of the meeting. The president reported on the organization of the Corporation, noting
that the Board had adopted by-laws, elected officers, and determined to undertake certain activities. The next matter to be considered was the election of directors to hold office until the next annual meeting of shareholders. The president noted that the Corporation's by-laws provide for directors. The initial board of directors tendered resignations which were accepted by the President and the following persons were nominated as directors and there being no other nominations were unanimously elected:
_______________
_______________
_______________
There being no further business presented, the meeting was duly adjourned.
__________________________________
_______________, Secretary
WAIVER OF NOTICE OF
MEETING OF SHAREHOLDERS
The undersigned, each being a shareholder of a new corporation waive notice required by the Corporation's by-laws and the laws of the State of New Jersey of the time, place, and purposes of a meeting of the shareholders and fix d4, as the date, 1 pm as the time, and the offices
of _________ as the place and the following as the purposes: To accept the resignations of the first board of directors and to ratify the action taken by the newly elected directors and/or officers and the transaction of such other business as may properly come before the
meeting. All of the foregoing was properly accomplished without protest.
THE UNDERSIGNED, being all of the shareholders of the Corporation,
acknowledge that they attended the foregoing meeting without protest of
absence of notice and that the foregoing minutes accurately reflect the
actions taken at that meeting.
_________________________________________________
_________________________________________________
_________________________________________________
_________________________________________________
Dated ___________
|
