There are a set of corporate documents that should be archived when the legal entity is set up. These documents will be important as the business scales up and investors are sought.
SUMMARY
- Articles of incorporation should be filed with the Secretary of State to set up an entity.
- By-laws and other resolution agreements are documents with information of important corporate activities.
- In certain investment situations, it will be important to have these documents handy to provide to external groups in certain events.
ARTICLES OF INCORPORATION
The articles of incorporation are the documents that need to be filed with the Secretary of State to have a legal entity. The Secretary of State website of the particular state the business will be applied in, typically, has a template to fill out with all the necessary information. The information for the articles of incorporation generally are 1) company name, 2) company address, 3) agent for service of process, 4) initial board members and 5) stock information.
BY LAWS
After the formation of the legal entity, the first line of business is to vote for adopt a set of by-laws. The by-laws will generally have information about how the entity will operate. That includes how to vote for important corporate actions, how to elect and remove board members and officers, and elect the first set of officers. Before taking any important corporate actions, it is important to look at the by-laws to make sure the proper processes are taken as laid out in the by-laws.
SHAREHOLDER OR BOARD RESOLUTIONS
For most important corporate actions, there will be shareholder and board resolutions to memorialize the actions agreed upon. Typically, the by-laws will state how the shareholders or board members can hold a meeting and how they will vote to pass resolutions. Once they are passed, a shareholder or board resolution should be created. Below are a few things that usually require shareholder and board resolutions:
Shareholders
- Amending corporate documents
- Actions affecting corporate governance including policies and procedures.
- Voting for board of directors
Board of Directors
- Hiring for officers
- Entering into a lease
- Share transfers
- Buying and selling intellectual property rights
- Any actions that will significantly affect the company
MEETING MINUTES
Meeting minutes is typically taken by the Secretary. It is important to have meeting minutes for all resolutions to show what was discussed at the meetings.