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Nebraska 2 orporation and accept the appointment. Dated: June 4, 2005 Mary Celeste (signed) Signature of Registered Agent Mary Celeste Printed Name of Registered Agent Sample Completed Articles of Incorporationn and for the County of Inferior State of Superior My commission expires: June 5, 2005 Notary Seal Mary Celeste Printed Name of Incorporator I acknowledge my appointment as registered agent of this cho is known to me to be the person who subscribed her name to this document, and acknowledged that she did so for the purposes stated. Andrea Doria (signed) Signature of Notary Public Notary Public, Iior. Dated: June 4, 2005 Mary Celeste (signed) Signature of Incorporator State of Superior County of Inferior Before me, on June 4, 2005, personally appeared Mary Celeste, named as the incorporator, wnone. I certify that all of the facts stated in these Articles of Incorporation are true and correct and are made for the purpose of forming a business corporation under the laws of the State of Superg are preferences and limitations on the common stock of this corporation: none. Sample Completed Articles of Incorporation 1 Article 14. This corporation adopts the following additional articles: ohn Celeste 1234 Main Street, Capitol City, Superior 1234 Main Street, Capitol City, Superior Article 12. This corporation shall have preemptive rights for all shareholders. Article 13. The followinyears. Article 10. The number of directors of this corporation is two (2). Article 11. The names and addresses of the initial directors of this corporation are as follows: Name Address Mary Celeste Jin the County of Inferior, State of Superior. Article 9. The name, address, and age of the incorporator of this corporation is Mary Celeste, 1234 Main Street, Capitol City, Inferior, Superior, age 25 ce of the responsibilities as registered agent of this corporation. Article 8. The initial address of the office of the registered agent of this corporation is 1234 Main Street, City of Capitol City, icle 6. This stock shall have no-par value. Article 7. The initial registered agent of this corporation is Mary Celeste. By her signature at the end of this document, this person acknowledges acceptane 4. The total amount of initial capitalization of this corporation is $1,000.00. Article 5. The total number of shares of common capital stock that this corporation is authorized to issue is 100. Art laws of the State of Superior, and to have all powers that are afforded to corporations under the laws of the State of Superior. Article 3. The duration of this corporation shall be perpetual. Articlme of the corporation is ABCXYZ Corporation. Article 2. The purpose for which this corporation is organized is to transact any and all lawful business for which corporations may be organized under thesigned person, acting as incorporator for the purpose of forming a stock business corporation under the laws of the State of Superior, adopts the following Articles of Incorporation: Article 1. The na____________________ Notary Seal Sample Clauses and Instructions for Articles of Incorporation 6 Sample Completed Articles of Incorporation Articles of Incorporation of ABCXYZ Corporation The under so for the purposes stated. _____________________________ Signature of Notary Public Notary Public, In and for the County of ____________________ State of ____________________ My commission expires: _______________, and __________________________ , named as the incorporators, who are known to me to be the person who subscribed his or her names to this document, and acknowledged that he or she did Registered Agent Printed Name of Registered Agent State of ____________________ County of ____________________ Before me, on ______________ , 20___ , personally appeared _________________, __________ledge my appointment as registered agent of this corporation and accept the appointment. Dated: ____________________ , 20 _____ _____________________________ _____________________________ Signature of Incorporator _____________________________ Printed Name of Incorporator _____________________________ Printed Name of Incorporator _____________________________ Printed Name of Incorporator I acknowBCDEF. Dated: ____________________ , 20 _____ _____________________________ Signature of Incorporator _____________________________ Signature of Incorporator _____________________________ Signature ofation 5 I certify that all of the facts stated in these Articles of Incorporation are true and correct and are made for the purpose of forming a business corporation under the laws of the State of A registered agent to sign acknowledging his acceptance of the responsibilities of this job. This should be signed in front of a notary public. Sample Clauses and Instructions for Articles of Incorpor_______________ Closing and Signatures (Mandatory) This clause provides a statement certifying that the facts as stated in the Articles of Incorporation are true and correct. It also provides for the_______________________________________________________________ ___________________________________________________________________________ ____________________________________________________________erally Optional) This clause may be used to adopt any additional articles which may be desired. Article 14. This corporation adopts the following additional articles: ___________________ __________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Additional Articles (gene listed in the bylaws of the corporation, if preferred. Article 13. The following are preferences and limitations on the common stock of this corporation: ___________________________________________ and Limitations on Stock (generally Optional) In this clause, any voting preferences or limitations on transfers or other rights or restrictions on stock can be listed. This information may instead bive rights for all stockholders. Or: Article 12. This corporation shall have no preemptive rights for any stockholders. Sample Clauses and Instructions for Articles of Incorporation 4 Preferencesn specifically state that they do. The best method of dealing with this issue is to include one of the following clauses which fits your circumstances. Article 12. This corporation shall have preemptws of some states, preemptive rights exist unless the Articles of Incorporation specifically state that they do not. In other states, preemptive rights do not exist unless the Articles of Incorporatiof the new shares based on their current percentage of ownership. This prevents their ownership percentage from being watered down by the authorization and issuance of new shares of stock. Under the laptive rights are like a right of first refusal. If a corporation proposes to authorize new shares of stock, preemptive rights allow current stockholders the right to acquire an equivalent percentage o______________________ _______________________________________ Preemptive Rights (generally Optional) Using this clause, you may include any preemptive stock rights in the articles, if desired. Preemrector[s] of this corporation is/are as follows: Name __________________________ __________________________ __________________________ Address _______________________________________ _________________ration until the first meeting of the stockholders of the corporation either elect or replace these directors. Directors may be nonresidents. Article 11. The name[s] and address[es] of the initial directors of this corporation is ___________ . Name[s] and Address[es] of Initial Director[s] (Mandatory) This clause provides for the name and address of the initial director or directors of the corporporation 3 Number of Directors (Mandatory) The minimum number of directors allowed is typically one, but check the free state legal digest for your state's requirement. Article 10. The number of di_____ ______ _______________________ ___________________________________ ______ _______________________ ___________________________________ ______ Sample Clauses and Instructions for Articles of Inconeed not be state residents. Article 9. The name[s], address[es], and age[s] of the incorporator[s] of this corporation is/are: Name Address Age _______________________ ______________________________ or persons who are filing for incorporation. The minimum age requirement for incorporating a business is generally 18. In many states, Incorporators may be persons, partnerships or corporations, and of ____________________ , in the County of _________________ , State of _________________ . Name[s], Address[es], and Age[s] of Incorporator[s] (Mandatory) This is the name and address of the person. It may not be a post office box or other unmanned location. Article 8. The initial address of the office of the registered agent of this corporation is ______________________________________ , Cityledges acceptance of the responsibilities as registered agent of this corporation. Address of Registered Agent (Mandatory) This address must be an actual place, usually the offices of the corporational choice is the main owner of the corporation. Article 7. The initial registered agent of this corporation is _______________. By his or her signature at the end of this document, this person acknowstered agent for a corporation is the person upon whom service of process (summons, subpoena, etc.) can be served. This person must be an adult who is a resident of the state of incorporation. The usu par value of $_________________ . Or: Sample Clauses and Instructions for Articles of Incorporation 2 Article 6. This stock shall have no-par value. Name of Registered Agent (Mandatory) The regi with the corporation's accountant if you have questions regarding this item. Choose the clause for Article 6 which is appropriate for your state and circumstances. Article 6. This stock shall have a-Par Value (Optional) This refers to the arbitrary value that has been assigned to your shares of stock. It does not refer to the actual purchase price required for the shares of stock. Please consult the number of shares that are authorized to be issued. Article 5. The total number of shares of common capital stock that this corporation is authorized to issue is ____________________ . Par or Noat will be issued is a business determination. There is no specific reason that the number of shares should be large. In fact, in some states the amount of fees charged for incorporation is based upon basis for operating the corporation. Article 4. The total amount of initial capitalization of this corporation is $_______. Authorization to Issue Stock (Mandatory) The number of shares of stock thd to dissolve a corporation. Article 3. The duration of this corporation shall be perpetual. Minimum Capitalization (Optional) This clause refers to the amount of capital which will form the initialration can continue in existence forever. Unless there is a specific business reason to indicate otherwise, this is generally the safest choice. A limited duration statement is not an acceptable methoate of ABCDEF. Sample Clauses and Instructions for Articles of Incorporation 1 Duration of Corporation (Mandatory) All states allow for a perpetual duration for corporations, meaning that the corpoto transact any and all lawful business for which corporations may be organized under the laws of the State of ABCDEF, and to have all powers that are afforded to corporations under the laws of the Stt any and all lawful business for which corporations may be incorporated under the Business Corporation Act of the State of ABCDEF." Article 2. The purpose for which this corporation is organized is f one of these words. Article 1. The name of the corporation is ____________________ . Purpose and Powers of the Corporation (Mandatory) Most states allow a general statement of purpose: "to transactution. Finally, it must generally contain an indication that the business is a corporation. In most states, the name must include either the word "Corporation" or "Incorporated," or an abbreviation ot be confusingly similar to any other business name in use within your state. In addition, it should not contain any terms which might lead people to believe that it is a government or financial instiusiness corporation under the laws of the State of ABCDEF, adopt(s) the following Articles of Incorporation: Name of Corporation (Mandatory) The name of the corporation should be unique. It should note designation (see below under "Name of Corporation"). Articles of Incorporation of ________________________ The undersigned person(s), acting as incorporator(s) for the purpose of forming a stock bons for Articles of Incorporation Title and Introduction (Mandatory) Check with your state corporation department for any changes to this clause. The name of the corporation should include the corporathe payment of a fee. For these reasons, it is often a good idea to put only those items in the original articles that are unlikely to require changes in the near future. Sample Clauses and Instructition can be amended at any time. However, this generally requires a formal filing with the state and the issuance of a Certificate of Amendment of Articles of Incorporation. It also normally requires icial Certificate of Filing, Certificate of Good Standing, or other type of certificate and pay a fee for this record. Check with your state corporation department. Note that the Articles of Incorporal be able to begin to conduct business as a corporate entity. Some states have different procedures for indicating the beginning existence of a corporation. For example, you may need to request an offoblem, the articles will be returned with an explanation of the difficulty. Correct the problem and refile the articles. If everything is in order, the business will officially be incorporated and wil with the names of any other registered corporations. They will also check to be certain that all the statutory requirements have been fulfilled and that the proper fee has been paid. If there is a przed. The signed Articles of Incorporation and the proper fee should be sent to the proper state office. Upon receipt, the state corporation department will check for duplication or confusing conflictsgned to conform to your state's specific requirements, please click on the appropriate link above. The articles must then be properly signed. Furthermore, many states require the articles to be notari legal digest provided above to be certain that you have included all of the necessary information for your state. For a copy of the state supplied form of the Articles of Incorporation or a form desiabeled "optional" are those provisions that are generally considered optional in most states. You should check any information that you have received from the state corporation department and the freed as either mandatory or optional. An explanation is also provided for each clause. The provisions labeled "mandatory" are those provisions that are generally required by most states. The provisions lIncorporation Checklist 2 Instructions for Completing Articles of Incorporation The following form contains sample clauses for preparing your Articles of Incorporation. The sample clauses are labeleCORP/ARTINC-WA.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WV.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WI.pdf http://www.findlegalforms.com/public/CORP/ARTINC-WY.pdf Articles of //www.findlegalforms.com/public/CORP/ARTINC-UT.pdf http://www.findlegalforms.com/public/CORP/ARTINC-VT.pdf http://www.findlegalforms.com/public/CORP/ARTINC-VA.pdf http://www.findlegalforms.com/public//public/CORP/ARTINC-SC.pdf http://www.findlegalforms.com/public/CORP/ARTINC-SD.pdf http://www.findlegalforms.com/public/CORP/ARTINC-TN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-TX.pdf http: http://www.findlegalforms.com/public/CORP/ARTINC-PA1.pdf http://www.findlegalforms.com/public/CORP/ARTINC-PA2.pdf http://www.findlegalforms.com/public/CORP/ARTINC-RI.pdf http://www.findlegalforms.comexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas Utah Vermont Virginia Washington West Virginia Wisconsin Wyoming /ARTINC-OR.pdf Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mwww.findlegalforms.com/public/CORP/ARTINC-NDpdf http://www.findlegalforms.com/public/CORP/ARTINC-OHpdf http://www.findlegalforms.com/public/CORP/ARTINC-OK.pdf http://www.findlegalforms.com/public/CORPublic/CORP/ARTINC-NJ.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NM.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NY.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NC.pdf http:// http://www.findlegalforms.com/public/CORP/ARTINC-NE.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NV.pdf http://www.findlegalforms.com/public/CORP/ARTINC-NH.pdf http://www.findlegalforms.com/pms.com/public/CORP/ARTINC-MN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MS.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MO.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MT.pdfC-ME.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MD.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MA.pdf http://www.findlegalforms.com/public/CORP/ARTINC-MI.pdf http://www.findlegalforlegalforms.com/public/CORP/ARTINC-KS.pdf http://www.findlegalforms.com/public/CORP/ARTINC-KY.pdf http://www.findlegalforms.com/public/CORP/ARTINC-LA.pdf http://www.findlegalforms.com/public/CORP/ARTINRP/ARTINC-ID.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IL.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IN.pdf http://www.findlegalforms.com/public/CORP/ARTINC-IA.pdf http://www.findw.findlegalforms.com/public/CORP/ARTINC-GA2.pdf http://www.findlegalforms.com/public/CORP/ARTINC-GA3.pdf http://www.findlegalforms.com/public/CORP/ARTINC-HI.pdf http://www.findlegalforms.com/public/COic/CORP/ARTINC-DE.pdf http://www.findlegalforms.com/public/CORP/ARTINC-DC.pdf http://www.findlegalforms.com/public/CORP/ARTINC-FL.pdf http://www.findlegalforms.com/public/CORP/ARTINC-GA1.pdf http://ww1.pdf http://www.findlegalforms.com/public/CORP/ARTINC-CA2.pdf Click here to link to Colorado's state website http://www.findlegalforms.com/public/CORP/ARTINC-CT.pdf http://www.findlegalforms.com/publlforms.com/public/CORP/ARTINC-AK.pdf http://www.findlegalforms.com/public/CORP/ARTINC-AZ.pdf http://www.findlegalforms.com/public/CORP/ARTINC-AR.pdf http://www.findlegalforms.com/public/CORP/ARTINC-CAs. State Alabama Alaska Arizona Arkansas California Colorado* Connecticut Delaware District of Columbia Florida Georgia Link http://www.findlegalforms.com/public/CORP/ARTINC-AL.pdf http://www.findlega or forms designed to specifically conform to your state's specific requirements. Just click on the applicable state link below. *Please note that Colorado provides online registration for corporation Articles of Incorporation Checklist 2 STATE SUPPLIED FORM OF ARTICLES OF INCORPORATION: You can download state supplied forms (which we have altered so that you can complete them on your computer)EGAL DIGEST: You can view a free legal digest which will provide additional information and state specific requirements (e.g. minimum member requirements, naming requirements, etc.) by clicking here.f the directors, officers, or stockholders Designation of different classes of stock Additional articles Preemptive or cumulative voting rights Voting and other rights or restrictions on stock FREE Lt Articles of Incorporation Checklist In addition, the following items may also be included at your option: The terms and qualifications for board members Provisions relating to the powers oe name, address, and age of each incorporator The number of directors The names and addresses of the initial board of directors The signatures of the incorporators The signature of the registered agenckholders Par value or no-par value for shares of stock (optional in ABCDEF) The name of the registered agent of the corporation The address of the office of the registered agent of the corporation Thrs of the corporation The duration of the corporation The amount of initial capital of corporation (optional in ABCDEF) The number of shares of stock that the corporation is authorized to issue to stotory provisions by clicking here. The mandatory details for Articles of Incorporation under most state laws are: Title and introduction The name of the corporation The purpose and powey required to be noted in the Articles of Incorporation. The articles may also include many other details of the corporation's existence. *Please check the free state law digest for your state's mandaising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. 2 Articles of Incorporation Checklist There are a number of items that are typicallservices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arpublishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or ny of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for aewriter. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the poration Some of the above forms may be in Adobe Acrobat PDF format. You will need a free Adobe Acrobat Viewer to view and use them. PDF forms usually have to be either filled out by hand or on a typate specific forms or forms designed to conform to state specific requirements Instructions for completing Articles of Incorporation Sample Clauses with Instructions Completed Sample Articles of Incorncluded in this packet are the following items: · · · · · · Articles of Incorporation Checklist Link to a legal directory with additional state specific information regarding incorporation Links to state corporation department, the corporation officially begins its legal existence. Until the state has accepted the articles, the incorporators are not shielded from liability by the corporate form. I vital facts relating to the existence of the corporation are filed with the state by using this form. Upon filing of the Articles of Incorporation, payment of the proper fee, and acceptance by the sttlines the basic structure of the corporation and details those matters that are relevant to the public registration of the corporation. The name, purpose, owners, registered agent, address, and othering and drafting a corporation's Articles of Incorporation (also known as a Certificate of Incorporation). The central legal document for any corporation is the Articles of Incorporation. This form ouInformation Articles of Incorporation Packet Provided under agreement with copyright holder, © Nova Publishing Company 2006 This packet includes instructions and materials that will aid you in prepar NebraskaNebraska ry) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatoProcure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Nebraska ? ? ? ? ? ? ?poration prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements e corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incor___________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Nebraska ? ? ? ? ? ? ? ? ? ? ? ? Write stat________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ____________________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ ________nitial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ____rs actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Iors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directo the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ direct______________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend_ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for shareholders actions (majority/%/unanimous?): ___________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: _________________________________________ _________________________ _________________________ Address ____________________________________ ____________________________________ ____________________________________ _________________________________________________________________________________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent and office address: _____________________________________ _________ress ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________ctors Name ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ Addtion: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed first board of dire_______ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorpora_____ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ __________________________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name _________________________ts/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Nebraska Corporate existence (limited or perpetual?): ____________________sheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Paten______________ Other places of business: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Work___________________________________________ Ownership of principal place of business (own or l ase?): _______________________________ e ____________________________________________________________________________________________________________________________________________ Description of principal place of business: ___________________________________________ _____________________________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ ___ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _______________oration Name _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address _______________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corprtment: Nebraska Secretary of State Corporation Division Box 94608 Lincoln, NE 68509 Proposed Name of the Corporation First choice: ___________________________________________________________________ directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Nebraska Name/Address of State Corporation Depato the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales of shares of stock which may be approved by the board of par value. If no-par value is assigned, the shares are issued for the actual price paid per share. The choice of par or no-par value stock may affect the issuance of dividends and should be referred tion as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual value of the shares of stock. Shares must be sold for a price at or belowincorporation. For example, in Nebraska, the filing fee is variable, based upon the amount of stock issued by the corporation (See above). Par value or no-par value: This refers to an arbitrary indicahe Articles of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the state of ion Worksheet 3 Initial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed in tbe in exchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Nebraska, there is no paid-in capital minimum. Instructions for Pre-Incorporatcan be made to be unanimous. Total initial investment: This figure is the total amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will ectors who must vote in the affirmative in order to officially pass any board of directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and " (over 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that a quorum of directors is present at a meeting, this is the percentage of dir directors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to officially transact any directors business. This is normally set at a "majorityion will have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum form should be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporatr and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this iteThis is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal yealders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in the affirmative in order to officially pass any shareholder business. her. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for shareholder action: Once it is determined that a quorum of sharehothat must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set hig in another state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock in the corporation ority to Transact Business from the other state. In this context, a corporation from another state is referred to as a "foreign" corporation. If you desire that your corporation qualify for activitieshat the main state of incorporation, it is necessary to "qualify" the corporation in that Instructions for Pre-Incorporation Worksheet 2 state. This generally requires obtaining a Certificate of Auth public. You should list here the persons who are proposed as the first officers of the business. Out-of-state qualification: If the corporation desires to actively conduct business in a state other tboard of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is not provided in the Articles of Incorporation and need not be mades on behalf of the corporation). The person need not be a shareholder, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the red agent of the corporation. All states (except New York) require that a specific person be available as the agent of the corporation for the service of process (i.e., to accept subpoenas or summonseresses of the proposed members of the first board of directors. Corporation's registered agent and address: You should list the name and actual street address of the person who will act as the registeoration process. Proposed number of directors: Directors may be nonresidents. In Nebraska, the minimum number of directors is one. Proposed first board of directors: You should list the names and addlisted above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorpariable fee based on the amount of stock issued by the corporation, for a minimum of $60, and a recording fee of $5 per page. (Please note that a complete fee schedule is available at the web address unts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the first directors meeting. Cost of incorporation: The state fees for incorporation are a vors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of incorporation, you should determine the bank which will handle the corporate accorticles of Incorporation. In Nebraska, the minimum number of incorporators is one. Date of first directors meeting: This will be the date proposed for holding the f meeting irst of the board of directr corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or persons) who will prepare and file the Ahould be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorporation), the incorporators of you 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date to begin corporate business: This snow enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructions for Pre-Incorporation Worksheet s due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer the case. Virtually all states have n: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best state in which to incorporate. This wayour locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should be noted here. State of incorporatioll require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additionally, certain types of businesses wiich corporations may be organized under the laws of the State of Nebraska." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business.: Many states, including Nebraska, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business for wh be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpose of corporationes involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of business: This musta, a corporate name is reservable for 120 days for a $25 fee. The corporate name must include the word Corporation, Incorporated, Company and Limited, or an abbreviation of one of the preceding. Parti conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Nebraskad state forms and fee schedules at http://www.sos.state.ne.us/corps/corpform.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not State of Nebraska, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also downlon department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in therising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Nebraska Address of state corporatior services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) ar publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods o any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors oe "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness forte.ne.us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to thease note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.unicam.sta. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pll also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requiredber of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet wilform the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights, numta to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiring to ose, structure and type prior to incorporation within the State of Nebraska. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Nebraska Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp NebraskaNebraska f Secretary of Corporation ______________________________________ Printed Name of Secretary of Corporation Corporate Bylaws 6 airperson of Board ______________________________________ Printed Name of Chairperson of Board Approved by the Shareholders on ____________ , 20 ___ ______________________________________ Signature oation ______________________________________ Printed Name of Secretary of Corporation Adopted by the Board of Directors on ____________ , 20 ___ ______________________________________ Signature of Ch any annual or special meeting. [Remainder of page intentionally left blank] Corporate Bylaws 5 Dated: ____________ , 20 ___ ______________________________________ Signature of Secretary of Corpornded in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by the board of directors are subject to approval by majority vote of the shareholders at unless the loan has been approved by a majority of the shares of all stock of the corporation, including those shares that do not have voting rights. Amendments to the Bylaws. These bylaws may be amerd of directors resolution may be for specific instances or a general authorization. Loans to Officers or Directors. The corporation may not lend any money to an officer or director of the corporationhe corporation unless authorized by a resolution of the board of directors. No documents may be executed on behalf of the corporation unless authorized by a resolution of the board of directors. A boasolution of the board of directors. No money will be borrowed or loaned by the corporation unless authorized by a resolution of the board of directors. No contracts will be entered into on behalf of tods for payment shall be signed by an officer determined by resolution of the board of directors. All notes, mortgages, or other evidence of indebtedness shall be signed by an officer determined by rensfer book, or by his or her legal representative. Financial Matters. The board of directors will determine the accounting methods and fiscal year of the corporation. All checks, drafts, or other methnsfer book. Shares of the corporation's stock may only be transferred on the stock transfer book of the corporation by the holder of the shares in whose name they were issued as shown on the stock trad address of the person receiving the issued shares, the certificate number, the number of shares, and the date of issue will be recorded by the secretary of the corporation in the corporate stock traip in the corporation will be in the form designated by the board of directors. Certificates will be signed by all officers of the corporation. Certificates will be consecutively numbered. The name anectors and may be altered at any time by the board. An officer may receive a salary even if he or she receives a salary as a director. Stock Certificates. Certificates that represent shares of ownershy the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Salaries of Officers. The salaries of the officers will be fixed by the board of dirll receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate funds received into the corporate bank accounts as designated bperform any other duties as prescribed by the board of directors. Corporate Bylaws 4 Duties of the Treasurer. The treasurer will be custodian of all corporate funds and securities. The treasurer wietary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other officers, the corporation's stock certificates. The secretary will also The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate records, corporate stock transfer book, and corporate seal. The secr. The vicepresident will also perform any other duties as prescribed by the board of directors. Duties of the Secretary. The secretary will keep the minutes of all shareholders and directors meetings.nt, dies, or is incapacitated, the vice-president will perform the duties of the president. When acting for the president, the vice-president will have all of the powers and authority of the presidention. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the board of directors. Duties of the Vice-President. If the president is abset is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supervise and control all of the business and activities of the corporatontract rights for the officer. Filling Officers Vacancies. A vacancy in any office for any reason may be filled by the board of directors for the unexpired term. Duties of the President. The presidenth, resignation, or removal by the board of directors. Removal of Officers. Any officer may be removed by the board of directors, with or without cause. Appointment of an officer does not create any cme person. Appointment and Terms of Officers. The officers of the corporation will be appointed by the directors at the first meeting of the board of directors. Each officer will hold office until dea, using ordinary care and prudence. Number of Officers. The officers of the corporation will include a president, vicepresident, treasurer, and secretary. Any two or more offices may be held by the saall actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in the best interests of the corporation A director may receive a salary even if he or she receives a salary as an officer. Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith and reasonable care with regard to m will hold office until the next annual shareholders meeting. Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered at any time by the board. A vacancy on the board of directors may be filled by majority vote of the remaining directors, even if technically less than a quorum. A Corporate Bylaws 3 director elected to fill a remaining terng, by all directors. Removal of Directors. A director may be removed from office, with or without cause, at a special meeting of the shareholders called for that purpose. Filling Directors Vacancies. shall be by majority vote. Board of Directors Consent Resolutions. Any action that may be taken at a directors meeting may be taken instead without a meeting if a resolution is consented to, in writictor will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater number is required by the Articles of Incorporation or state law. Adjournmentors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adjournment. Board of Directors Voting. Each dire Notices. Directors may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Board of Directors Quorum. A quorum for direct include the place, date, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing of sent no less than ____________ days nor more than _________ days before the date of the meeting. The notice should be sent to the director's address as shown in the corporate records. The notice will for the meeting will be the principal office of the corporation. Notice of Board of Directors Meetings. Written notice of board of directors meetings must be sent to each director. The notice must beend written notice to all directors. Place of Board of Directors Meetings. The board of directors has the power to designate the place for directors meetings. If no place is designated, then the placehe request for a special meeting must be made in writing that states the time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and ss of the Board of Directors. Special meetings of the board of directors may be called at any time and for any purpose. These meetings may be called by either the president or the board of directors. T . m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next day. Special Meetingholders. Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices at _____ o'clock ___Incorporation and may be amended. The number is currently _________. Corporate Bylaws 2 Each director will hold office for ___________ year(s) and will be elected at the annual meeting of the shares on behalf of the corporation; and the power to enter into contracts on behalf of the corporation. Number of Directors and Term of Office. The number of directors will be as shown in the Articles of agent, and registered office of the corporation; the power to issue shares of stock; the power to borrow money on behalf of the corporation, including the power to execute any evidence of indebtednesof directors will have all powers available under state law, including, but not limited to, the power to appoint and remove officers, agents, and employees; the power to change the offices, registeredll votes for a single director or spread the votes among directors in any manner. Powers of the Board of Directors. The affairs of the corporation will be managed by the board of directors. The board ion of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative voting will mean that if each shareholder has one vote per director to be elected, the shareholder may vote aay be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Shareholders Cumulative Voting Rights. For the electcles of Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholder Consent Resolutions. Any action that may be taken at a shareholders meeting mhe stock transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless a greater number is required by the Artice at the meeting by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting. Each outstanding share of the corporation that is entitled to vote as shown on te meeting. No proxy may be valid for over ___________ months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meeting for which they are intended. AttendanAt all meetings of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary of the corporation prior to the stated time of the at the meeting, whether in person or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders leave prior to adjournment. Shareholders Proxies. also entitled to examine this list and the corporate stock transfer book. Shareholders Quorum. A quorum for a shareholders meeting will be a majority of the outstanding shares that are entitled to vot receive dividends will be prepared by the secretary when necessary and provided to the officers of the corporation. Every shareholder who is entitled to receive notice, vote, or receive dividends is fer book at the close of business on the Record Date will be entitled to receive notice, vote at meetings, or receive dividends. A list of shareholders entitled to receive notice, vote at meetings, or who are recorded in the stock transfer book upon the closing of the book. Instead of closing the book, the board of directors may also set a Record Date. The shareholders recorded in the stock transsfer book be closed for ______ days prior to a meeting or the issuance of a dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividends are those Corporate Bylaws 1 or to Dividends. For the purpose of determining which shareholders are entitled to notice, to vote at meetings, or to receive dividends, the board of directors may order that the corporate stock tranof Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Shareholders Entitled to Notice, to Vote, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing _ days nor more than _____ days before the date of the meeting. The notice should be sent to the shareholder's address as shown in the corporate stock transfer book. The notice will include the place,poration. Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitled to vote at the meeting. The notice must be sent no less than ____ers designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting will be the principal office of the cor at the meeting. Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice of the meeting signed by all shareholdtime, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholders of record who are entitled to voteeither the president or the board of directors, or upon request of __________ percent of the shareholders of the corporation. The request for a special meeting must be made in writing that states the l holiday, the meeting will be held on the next day. Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for any purpose. These meetings may be called by year at the corporate offices of the corporation at _____ o'clock ___ . m. This meeting is for the purpose of electing directors and for transacting any other necessary business. If this day is a lega the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meeting. The annual shareholders meeting will be held on the ____________________ of every s the power to determine the location of the corporation's principal place of business and registered office, that need not be the same location. The board of directors also has the power to designatelaws 5 Bylaws of ____________________________________ , a corporation incorporated under the laws of the State of ___________________ Corporate Office and Registered Agent. The board of directors haof Board Approved by the Shareholders on June 14, 2005 Mary Celeste (signed) Signature of Secretary of Corporation Mary Celeste Printed Name of Secretary of Corporation Sample Completed Corporate By Celeste Printed Name of Secretary of Corporation Approved by the Board of Directors on June 14, 2005 John Celeste (signed) Signature of Chairperson of Board John Celeste Printed Name of Chairperson board of directors are subject to approval by majority vote of the shareholders at any annual or special meeting. Dated: June 14, 2005 Mary Celeste (signed) Signature of Secretary of Corporation Marys that do not have voting rights. Amendments to the Bylaws. These bylaws may be amended in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by theThe corporation may not lend any money to an officer or director of the corporation unless the loan has been approved by a majority of the shares of all stock of the corporation, including those share the corporation unless authorized by a resolution of the board of directors. A board of directors resolution may be for specific instances or a general authorization. Loans to Officers or Directors. olution of the board of directors. No contracts will be entered into on behalf of the corporation unless authorized by a resolution of the board of directors. No documents may be executed on behalf ofs, or other evidence of indebtedness shall be signed by an officer determined by resolution of the board of directors. No money will be borrowed or loaned by the corporation unless authorized by a resnting methods and fiscal year of the corporation. All checks, drafts, or other methods for payment shall be signed by an officer determined by resolution of the board of directors. All notes, mortgageame they were issued as shown on the stock transfer book, or by his or her legal representative. Sample Completed Corporate Bylaws 4 Financial Matters. The board of directors will determine the accou of the corporation in the corporate stock transfer book. Shares of the corporation's stock may only be transferred on the stock transfer book of the corporation by the holder of the shares in whose nes will be consecutively numbered. The name and address of the person receiving the issued shares, the certificate number, the number of shares, and the date of issue will be recorded by the secretary Certificates that represent shares of ownership in the corporation will be in the form designated by the board of directors. Certificates will be signed by all officers of the corporation. Certificatthe officers will be fixed by the board of directors and may be altered at any time by the board. An officer may receive a salary even if he or she receives a salary as a director. Stock Certificates.to the corporate bank accounts as designated by the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Salaries of Officers. The salaries of rporate funds and securities. The treasurer will receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate funds received incers, the corporation's stock certificates. The secretary will also perform any other duties as prescribed by the board of directors. Duties of the Treasurer. The treasurer will be custodian of all corecords, corporate stock transfer book, and corporate seal. The secretary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other offiry will keep the minutes of all shareholders and directors meetings. The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate resident will have all of the powers and authority of the president. The vice-president will also perform any other duties as prescribed by the board of directors. Duties of the Secretary. The secreta of directors. Duties of the Vice-President. If the president is absent, dies, or is incapacitated, the vicepresident will perform the duties of the president. When acting for the president, the vicepervise and control all of the business and activities of the corporation. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the boardrectors for the unexpired term. Duties of the President. The president is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supith or without cause. Appointment of an officer does not create any contract rights for the officer. Filling Officers Vacancies. A vacancy in any office for any reason may be filled by the board of ding of the board of directors. Each officer will hold office until death, resignation, or removal by the board of directors. Removal of Officers. Any officer may be removed by the board of directors, wrer, and secretary. Any two (2) or more offices may be held by the same person. Appointment and Terms of Officers. The officers of the corporation will be appointed by the directors at the first meetierests of the corporation, using ordinary care and prudence. Sample Completed Corporate Bylaws 3 Number of Officers. The officers of the corporation will include a president, vice-president, treasuable care with regard to all actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in the best intat any time by the board. A director may receive a salary even if he or she receives a salary as an officer. Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith and reasond to fill a remaining term will hold office until the next annual shareholders meeting. Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered for that purpose. Filling Directors Vacancies. A vacancy on the board of directors may be filled by majority vote of the remaining directors, even if technically less than a quorum. A director electeeting if a resolution is consented to, in writing, by all directors. Removal of Directors. A director may be removed from office, with or without cause, at a special meeting of the shareholders calledcles of Incorporation or state law. Adjournment shall be by majority vote. Board of Directors Consent Resolutions. Any action that may be taken at a directors meeting may be taken instead without a mejournment. Board of Directors Voting. Each director will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater number is required by the Arti Board of Directors Quorum. A quorum for directors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adoration must prepare an Affidavit of Mailing of Notices. Directors may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting.shown in the corporate records. The notice will include the place, date, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corpeetings must be sent to each director. The notice must be sent no less than seven (7) days nor more than 21 days before the date of the meeting. The notice should be sent to the director's address as ctors meetings. If no place is designated, then the place for the meeting will be the principal office of the corporation. Notice of Board of Directors Meetings. Written notice of board of directors mo the secretary of the corporation who will prepare and send written notice to all directors. Place of Board of Directors Meetings. The board of directors has the power to designate the place for direlled by either the president or the board of directors. The request for a special meeting must be made in writing that states the time, place, and purpose of the meeting. The request should be given ty. Sample Completed Corporate Bylaws 2 Special Meetings of the Board of Directors. Special meetings of the board of directors may be called at any time and for any purpose. These meetings may be cas at 11:00 o'clock p.m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next daof the shareholders. Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the First Tuesday of October of every year at the corporate officetors will be as shown in the Articles of Incorporation and may be amended. The number is currently three (3). Each director will hold office for one (1) year and will be elected at the annual meeting er to execute any evidence of indebtedness on behalf of the corporation; and the power to enter into contracts on behalf of the corporation. Number of Directors and Term of Office. The number of direce power to change the offices, registered agent, and registered office of the corporation; the power to issue shares of stock; the power to borrow money on behalf of the corporation, including the powged by the board of directors. The board of directors will have all powers available under state law, including, but not limited to: the power to appoint and remove officers, agents, and employees; thto be elected, the shareholder may vote all votes for a single director or spread the votes among directors in any manner. Powers of the Board of Directors. The affairs of the corporation will be manas Cumulative Voting Rights. For the election of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative voting will mean that if each shareholder has one vote per director may be taken at a shareholders meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Shareholdera greater number is required by the Articles of Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholders Consent Resolutions. Any action thatn that is entitled to vote as shown on the stock transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless ng for which they are intended. Attendance at the meeting by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting. Each outstanding share of the corporatioof the corporation prior to the stated time of the meeting. No proxy may be valid for over 11 months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meetieave prior to adjournment. Shareholders Proxies. At all meetings of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary f the outstanding shares that are entitled to vote at the meeting, whether in person or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders lto receive notice, vote, or receive dividends is also entitled to examine this list and the corporate stock transfer book. Shareholders Quorum. A quorum for a shareholders meeting will be a majority omeetings, or receive dividends will be prepared by Sample Completed Corporate Bylaws 1 the secretary when necessary and provided to the officers of the corporation. Every shareholder who is entitled stock transfer book at the close of business on the Record Date will be entitled to receive notice, vote at meetings, or receive dividends. A list of shareholders entitled to receive notice, vote at nds are those who are recorded in the stock transfer book upon the closing of the book. Instead of closing the book, the board of directors may also set a Record Date. The shareholders recorded in theay order that the corporate stock transfer book be closed for 30 days prior to a meeting or the issuance of a dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividereholders Entitled to Notice, to Vote, or to Dividends. For the purpose of determining which shareholders are entitled to notice, to vote at meetings, or to receive dividends, the board of directors m must prepare an Affidavit of Mailing of Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Shaok. The notice will include the place, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the secretary of the corporationnotice must be sent no less than seven (7) days nor more than 21 days before the date of the meeting. The notice should be sent to the shareholder's address as shown in the corporate stock transfer boll be the principal office of the corporation. Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitled to vote at the meeting. The f the meeting signed by all shareholders designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting wirs of record who are entitled to vote at the meeting. Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice ot be made in writing that states the time, place, and purpose of the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholde any purpose. These meetings may be called by either the president or the board of directors or upon request of 25 percent of the shareholders of the corporation. The request for a special meeting musther necessary business. If this day is a legal holiday, the meeting will be held on the next day. Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for be held on the First Tuesday in October of every year at the corporate offices of the corporation at 10:00 o'clock a.m. This meeting is for the purpose of electing directors and for transacting any od of directors also has the power to designate the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meeting. The annual shareholders meeting willnd Registered Agent. The board of directors has the power to determine the location of the corporation's principal place of business and registered office, that need not be the same location. The boarporation Sample Clauses for Corporate Bylaws 10 Sample Completed Corporate Bylaws Bylaws of ABCXYZ Corporation, a corporation incorporated under the laws of the State of Superior Corporate Office anted Name of Chairperson of Board Approved by the Shareholders on ____________ , 20 ___ ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Cor____________________ Printed Name of Secretary of Corporation Adopted by the Board of Directors on ____________ , 20 ___ ____________________ Signature of Chairperson of Board ____________________ Prie subject to approval by majority vote of the shareholders at any annual or special meeting. Signatures Clause Dated: ____________ , 20 ___ ____________________ Signature of Secretary of Corporation the Bylaws Amendments to the Bylaws. These bylaws may be amended in any manner by majority vote of the board of directors at any annual or special meeting. Any amendments by the board of directors aricer or director of the corporation unless the loan has been approved by a majority of the shares of all stock of the corporation, including those shares that do not have voting rights. Amendments to specific instances or a general authorization. Sample Clauses for Corporate Bylaws 9 Loans to Officers or Directors Loans to Officers or Directors. The corporation may not lend any money to an off resolution of the board of directors. No documents may be executed on behalf of the corporation unless authorized by a resolution of the board of directors. A board of directors resolution may be foro money will be borrowed or loaned by the corporation unless authorized by a resolution of the board of directors. No contracts will be entered into on behalf of the corporation unless authorized by a officer determined by resolution of the board of directors. All notes, mortgages, or other evidence of indebtedness shall be signed by an officer determined by resolution of the board of directors. Nncial Matters Financial Matters. The board of directors will determine the accounting methods and fiscal year of the corporation. All checks, drafts, or other methods for payment shall be signed by ane transferred on the stock transfer book of the corporation by the holder of the shares in whose name they were issued as shown on the stock transfer book, or by his or her legal representative. Fina certificate number, the number of shares, and the date of issue will be recorded by the secretary of the corporation in the corporate stock transfer book. Shares of the corporation's stock may only bthe board of directors. Certificates will be signed by all officers of the corporation. Certificates will be consecutively numbered. The name and address of the person receiving the issued shares, the salary even if he or she receives a salary as a director. Stock Certificates Stock Certificates. Certificates that represent shares of ownership in the corporation will be in the form designated by rporate Bylaws 8 Salaries of Officers Salaries of Officers. The salaries of the officers will be fixed by the board of directors and may be altered at any time by the board. An officer may receive aunds received into the corporate bank accounts as designated by the board of directors. The treasurer will also perform any other duties as prescribed by the board of directors. Sample Clauses for Cotodian of all corporate funds and securities. The treasurer will receive and pay out funds that are receivable or payable to the corporation from any source. The treasurer will deposit all corporate fcorporation's stock certificates. The secretary will also perform any other duties as prescribed by the board of directors. Duties of the Treasurer Duties of the Treasurer. The treasurer will be cusorporate stock transfer book, and corporate seal. The secretary will keep a list of the addresses of all shareholders, directors, and officers. The secretary will sign, along with other officers, the ep the minutes of all shareholders and directors meetings. The secretary will provide notices of all meetings as required by the bylaws. The secretary will be the custodian of the corporate records, crs and authority of the president. The vicepresident will also perform any other duties as prescribed by the board of directors. Duties of the Secretary Duties of the Secretary. The secretary will keesident. If the president is absent, dies, or is incapacitated, the vice-president will perform the duties of the president. When acting for the president, the vice-president will have all of the poweration. The president will preside at all shareholders and directors meetings, and perform any other duties as prescribed by the board of directors. Duties of the Vice-President Duties of the Vice-Prdent is the principal executive officer of the corporation and is subject to control by the board of directors. The president will supervise and control all of the business and activities of the corpovacancy in any office for any reason may be filled by the board of directors for the unexpired term. Sample Clauses for Corporate Bylaws 7 Duties of the President Duties of the President. The presiy be removed by the board of directors, with or without cause. Appointment of an officer does not create any contract rights for the officer. Filling Officers Vacancies Filling Officers Vacancies. A s at the first meeting of the board of directors. Each officer will hold office until death, resignation, or removal by the board of directors. Removal of Officers Removal of Officers. Any officer macretary. Any two or more offices may be held by the same person. Appointment and Terms of Officers Appointment and Terms of Officers. The officers of the corporation will be appointed by the director best interests of the corporation, using ordinary care and prudence. Number of Officers Number of Officers. The officers of the corporation will include a president, vicepresident, treasurer, and send reasonable care with regard to all actions taken on behalf of the corporation. Each director must perform his or her duties in good faith in a manner that he or she reasonably believes to be in theen if he or she receives a salary as an officer. Sample Clauses for Corporate Bylaws 6 Fiduciary Duty of Directors Fiduciary Duty of Directors. Each director owes a a fiduciary duty of good faith aing. Salaries of Directors Salaries of Directors. The salaries of the directors will be fixed by the board of directors and may be altered at any time by the board. A director may receive a salary ev may be filled by majority vote of the remaining directors, even if technically less than a quorum. A director elected to fill a remaining term will hold office until the next annual shareholders meetoved from office, with or without cause, at a special meeting of the shareholders called for that purpose. Filling Directors Vacancies Filling Directors Vacancies. A vacancy on the board of directors be taken at a directors meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all directors. Removal of Directors Removal of Directors. A director may be remer is required by the Articles of Incorporation or state law. Adjournment shall be by majority vote. Board of Directors Consent Resolutions Board of Directors Consent Resolutions. Any action that mayBylaws 5 Board of Directors Voting Board of Directors Voting. Each director will have one vote. The vote of a majority of the directors will be sufficient to decide any matter, unless a greater numbdirectors meetings will be a majority of the directors. Once a quorum is present, business may be conducted at the meeting, even if directors leave prior to adjournment. Sample Clauses for Corporate ay waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver of notice of the meeting. Board of Directors Quorum Board of Directors Quorum. A quorum for ate, and time of the meeting, and for special meetings, the purpose of the meeting. When notices are sent, the secretary of the corporation must prepare an Affidavit of Mailing of Notices. Directors m__________ days nor more than _________ days before the date of the meeting. The notice should be sent to the director's address as shown in the corporate records. The notice will include the place, dtion. Notice of Board of Directors Meetings Notice of Board of Directors Meetings. Written notice of board of directors meetings must be sent to each director. The notice must be sent no less than __tors Meetings. The board of directors has the power to designate the place for directors meetings. If no place is designated, then the place for the meeting will be the principal office of the corporaof the meeting. The request should be given to the secretary of the corporation who will prepare and send written notice to all directors. Place of Board of Directors Meetings Place of Board of Direcand for any purpose. These meetings may be called by either the president or the board of directors. The request for a special meeting must be made in writing that states the time, place, and purpose y. Sample Clauses for Corporate Bylaws 4 Special Meetings of the Board of Directors Special Meetings of the Board of Directors. Special meetings of the board of directors may be called at any time _____ o'clock ___ . m. This meeting is for the purpose of appointing officers and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next da of the Board of Directors Date and Time of Annual Meeting of the Board of Directors. The annual board of directors meeting will be held on the ______________ of every year at the corporate offices atay be amended. The number is currently _________. Each director will hold office for ___________ year(s) and will be elected at the annual meeting of the shareholders. Date and Time of Annual Meeting contracts on behalf of the corporation. Number of Directors and Term of Office Number of Directors and Term of Office. The number of directors will be as shown in the Articles of Incorporation and m to issue shares of stock; the power to borrow money on behalf of the corporation, including the power to execute any evidence of indebtedness on behalf of the corporation; and the power to enter into, including, but not limited to, the power to appoint and remove officers, agents, and employees; the power to change the offices, registered agent, and registered office of the corporation; the powerthe Board of Directors Powers of the Board of Directors. The affairs of the corporation will be managed by the board of directors. The board of directors will have all powers available under state lawting will mean that if each shareholder has one vote per director to be elected, the shareholder may vote all votes for a single director or spread the votes among directors in any manner. Powers of orate Bylaws 3 Shareholders Cumulative Voting Rights Shareholders Cumulative Voting Rights. For the election of directors, each shareholder may vote in a cumulative manner, if desired. Cumulative vo at a shareholders meeting may be taken instead without a meeting if a resolution is consented to, in writing, by all shareholders who would be entitled to vote on the matter. Sample Clauses for Corpf Incorporation or by state law. Adjournment shall be by majority vote of those shares entitled to vote. Shareholders Consent Resolutions Shareholder Consent Resolutions. Any action that may be takenck transfer book will have one vote. The vote of the holders of a majority of the shares entitled to vote will be sufficient to decide any matter, unless a greater number is required by the Articles oing by a shareholder for which a proxy has been authorized always revokes the proxy. Shareholders Voting Voting. Each outstanding share of the corporation that is entitled to vote as shown on the stoproxy may be valid for over ___________ months, unless the proxy specifically states otherwise. Proxies may always be revokable prior to the meeting for which they are intended. Attendance at the meets of shareholders, a shareholder may vote by signed proxy or by power of attorney. To be valid, a proxy must be filed with the secretary of the corporation prior to the stated time of the meeting. No or represented by proxy. Once a quorum is present, business may be conducted at the meeting, even if shareholders leave prior to adjournment. Shareholders Proxies Shareholders Proxies. At all meetingporate Bylaws 2 Shareholders Quorum Shareholders Quorum. A quorum for a shareholders meeting will be a majority of the outstanding shares that are entitled to vote at the meeting, whether in person of the corporation. Every shareholder who is entitled to receive notice, vote, or receive dividends is also entitled to examine this list and the corporate stock transfer book. Sample Clauses for Cormeetings, or receive dividends. A list of shareholders entitled to receive notice, vote at meetings, or receive dividends will be prepared by the secretary when necessary and provided to the officers e book, the board of directors may also set a Record Date. The shareholders recorded in the stock transfer book at the close of business on the Record Date will be entitled to receive notice, vote at dividend. The shareholders entitled to receive notice, vote at meetings, or receive dividends are those who are recorded in the stock transfer book upon the closing of the book. Instead of closing thitled to notice, to vote at meetings, or to receive dividends, the board of directors may order that the corporate stock transfer book be closed for ______ days prior to a meeting or the issuance of af notice of the meeting. Shareholders Entitled to Notice, to Vote, or to Dividends Shareholders Entitled to Notice, to Vote, or to Dividends. For the purpose of determining which shareholders are entsecretary of the corporation must prepare an Affidavit of Mailing of Notices. Shareholders may waive notice of meetings if done in writing, except that attendance at a meeting is considered a waiver o corporate stock transfer book. The notice will include the place, date, and time of the meeting. Notices for special meetings must also include the purpose of the meeting. When notices are sent, the to vote at the meeting. The notice must be sent no less than _____ days nor more than _____ days before the date of the meeting. The notice should be sent to the shareholder's address as shown in thee the principal office of the corporation. Notice of Shareholders Meetings Notice of Shareholders Meetings. Written notice of shareholders meetings must be sent to each shareholder of record entitlede meeting signed by all shareholders designates the place for the meeting. If no place is designated, either by the board of directors or all of the shareholders, then the place for the meeting will brporate Bylaws 1 Place of Shareholders Meetings Place of Shareholders Meetings. The board of directors has the power to designate the place for shareholders meetings, unless a waiver of notice of th. The request should be given to the secretary of the corporation who will prepare and send written notice to all shareholders of record who are entitled to vote at the meeting. Sample Clauses for Corectors, or upon request of __________ percent of the shareholders of the corporation. The request for a special meeting must be made in writing that states the time, place, and purpose of the meetingcial Meetings Shareholders Special Meetings. Special meetings of the shareholders may be called at any time and for any purpose. These meetings may be called by either the president or the board of di. m. This meeting is for the purpose of electing directors and for transacting any other necessary business. If this day is a legal holiday, the meeting will be held on the next day. Shareholders Speg Date and Time of Shareholders Annual Meeting. The annual shareholders meeting will be held on the ____________________ of every year at the corporate offices of the corporation at _____ o'clock ___ eed not be the same location. The board of directors also has the power to designate the corporation's registered agent, who may be an officer or director. Date and Time of Shareholders Annual Meetinnd Registered Agent Corporate Office and Registered Agent. The board of directors has the power to determine the location of the corporation's principal place of business and registered office, that ncklist 2 Sample Clauses for Corporate Bylaws Title Bylaws of ____________________________________ , a corporation incorporated under the laws of the State of ___________________ Corporate Office arights to transfer shares of stock (if any) How corporate financial matters are to be handled Whether officers or directors can borrow money from the corporation Bylaw amendment procedures Bylaws Cheduty of directors Number of officers and term of office Removing and filling vacancies of officers Salaries of officers Duties of officers How stock certificates are to be handled Restrictions on the hecklist 1 ? ? ? ? ? ? ? ? ? ? ? ? ? ? Quorum and votes required for actions by directors Directors consent resolutions Removing and filling vacancies of directors Salaries of directors Fiduciary rm of office for directors Directors election procedures Date, time, and place of annual directors meeting Procedures for special directors meetings Notice and waivers for directors meetings Bylaws C Quorum and votes required for actions of shareholders Shareholders proxy requirements Shareholders consent resolutions Shareholders cumulative voting rights Powers of directors Number of directors Teporation Date, time, and place of annual shareholders meeting Procedures for special shareholders meetings Notice and waivers for shareholders meetings Voting eligibility requirements for shareholderse in your case. Bylaws Checklist ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Power to designate the location of principal office of the corporation Power to designate the registered office and agent of the cornt of corporate bylaws, there may be specific guidelines or restrictions in your state. Please consult your Secretary of State's website to determine whether any of these restrictions may be applicablws should be both formally adopted at the first board of directors meeting and approved at the first shareholders meeting. NOTE: While there are generally few state-specific requirements for the conteylaws you will need to: i) ensure that the included provisions comply with your state's corporate requirements and ii) insert your corporation's information in the blanks provided. Your completed bylampleted sample of the bylaws. Blank Bylaws In the alternative, you may use the enclosed blank corporate bylaws. These bylaws include the more standard clauses used by corporations. To complete these ban use the kit's sample clauses to compose your bylaws. Choose the clauses that you wish to include. Cut and paste these provisions into another document. For you reference, we have also included a coe rights and responsibilities of the officers · Financial matters · Methods for amending the bylaws You can use this kit to help you compose your corporation's bylaws in two ways: Sample Clauses You cor the internal management of the company. Typically, the bylaws cover five general areas: · The rights and responsibilities of the shareholders · The rights and responsibilities of the directors · Tht of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Corporate Bylaws Kit The bylaws can contain very specific or very general provisions fuse, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way ouforms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of s for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the erms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materialr No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Tpacket are the following: · · · · · Instructions for preparing Corporate Bylaws Bylaws Checklist Sample Clauses for Corporate Bylaws Sample Completed Corporate Bylaws Blank Corporate Bylaws Disclaimeple bylaws provided below specify that the power to amend the bylaws is vested in the board of directors, but that the shareholders have the power to approve or reject any amendment. Included in this ded. They are generally able to be amended by vote of the board of directors, unless the Articles of Incorporation or the bylaws themselves have transferred that authority to the shareholders. The samons cover relatively standard procedural questions, relating to quorums, voting, and stock. Other provisions may need to be specifically tailored to the type of business for which the bylaws are intenframework for the business. The bylaws are the internal document that will contain the basic rules on how the corporation is to be run. Every corporation must have a set of bylaws. Many of the provisiticles of Incorporation, the bylaws provide a clear outline of the rights and responsibilities of all parties to a corporation. In particular, the bylaws provide the actual details of the operational ting your corporation's bylaws. The bylaws of a corporation are the third part of the triangle that provides the framework for the management of the corporate business. Along with state law and the ArInformation Corporate Bylaws Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This packet includes instructions and materials that will aid you in preparing and draf NebraskaNebraska _______________________________ _____________________________________ Being all of the shareholders of this corporation. Resolution of Shareholders Regarding S-corporation Status 2 ___ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________ ____________________________________ ____________________________________ ____________________________________ _____________________________________ ________________________________________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ __________________________________________________________ _____________________________________ Resolution of Shareholders Regarding S-corporation Status 1 Signature of Shareholder Printed Name of Shareholder ______ture of Shareholder Printed Name of Shareholder ____________________________________ ____________________________________ ____________________________________ _____________________________________ d: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _____________________________________ Printed Name of Secretary of Corporation Signag of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dategned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meetinS-corporation under the provisions of Internal Revenue Code Section 1362. The officers of this corporation are hereby authorized to perform all necessary acts to carry out this resolution. The undersicorporation elect to be treated as an S-corporation under the provisions of Internal Revenue Code Section 1362. Therefore, it is unanimously RESOLVED, that this corporation elects to be treated as an ______. All of the shareholders of this corporation were present, in person or by proxy. At the meeting it was decided, by unanimous vote, that it is in the best interests of the corporation that the tus A special meeting of the shareholders of this corporation was duly called and held on ____________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________ Printed Name of Secretary of Corporation Minutes of Special Shareholders Meeting Regarding S-corporation Status 2 Resolution of Shareholders of __________________ Regarding S-Corporation Staotion made and carried the meeting was adjourned. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _______________________________s to be treated and taxed as an S-corporation under Internal Revenue Section 1362. 6. The president declared that this shareholders resolution was duly adopted. There being no further business, upon mode Section 1362. 5. Upon motion made and carried, the following resolution was approved unanimously by the holders of all outstanding shares of this corporation: RESOLVED that: This corporation electthen elected chairperson of this meeting. 4. The following business was then discussed: The benefits and advantages of the shareholders electing to obtain S-corporation status under Internal Revenue Cylaws. Upon motion made and carried, the secretary was ordered to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting. 3. ____________________ was _________________ ________________________ ________________________ 2. The secretary reported that notice of the meeting had been properly given or waived by each shareholder in accordance with the b____________________ _______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ _______areholder Number of Shares _______________________________________________ _______________________________________________ _______________________________________________ ___________________________________ ________________________ ________________________ The following shareholders were represented by proxy: Minutes of Special Shareholders Meeting Regarding S-corporation Status 1 Name of Sh___________ _______________________________________________ _______________________________________________ ________________________ ________________________ ________________________ ________________r Number of Shares _______________________________________________ _______________________________________________ _______________________________________________ ____________________________________er. The president determined that a quorum was present, either in person or by proxy, and that the meeting could conduct business. The following shareholders were present in person: Name of Shareholde__________________________________________________________ ______________________________________________________________________________ 1. The president of this corporation called the meeting to ord___, Secretary Other than shareholders of this corporation, the following persons were also present: ______________________________________________________________________________ ___________________________________, President _________________________________________________, Vice-President _________________________________________________, Treasurer ______________________________________________s of this corporation was held on ____________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. Present were: ________________________________________________________________________ ______________________________________ Minutes of Special Shareholders Meeting of __________ Regarding S-Corporation Status A special meeting of the shareholder____ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ___________ _____________________________________ _____________________________________ _____________________________________ ______________________________________ _______________________________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ______________________________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. Dated: ____________, 20 ___ Printed Name of Shareholder Signature of Shareholder ________________Corporation Status We, the undersigned shareholders of this corporation, waive any required notice and consent to the holding of the special meeting of the shareholders of this corporation on ________ary Public, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal Waiver of Notice of Special Shareholders Meeting of __________________ Regarding S-rporation _____________________________________ Printed Name of Secretary of Corporation Subscribed and sworn to before me on ____________, 20 ___. ____________________ Signature of Notary Public Notation. The list of names and addresses of the shareholders is attached to this affidavit. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Co______________, in the State of ____________. The copies were correctly addressed to all shareholders of this corporation as of ____________, 20 ___, as shown in the Stock Transfer Book of this corpor of ____________. On ____________, 20 ___, I personally deposited stamped and sealed copies of the Notice of Special Shareholders Meeting of this corporation in a post-office box in the City of ______y of ____________________ Being duly sworn, ____________________________________________________ states: I am the secretary of ____________________, a corporation organized under the laws of the State_______ Printed Name of Secretary of Corporation Affidavit of Mailing of Notice of Special Shareholders Meeting of _______________ Regarding S-Corporation Status State of ______________________ Count____________, 20 ___, until ____________, 20 ___. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation ______________________________ this meeting is to discuss the election of S-corporation status for the corporation, under Internal Revenue Code Section 1362. The Stock Transfer Book of this corporation will remain closed from ____oration, an official special meeting of the shareholders will be held at _____ o'clock ___. m., on _______________, 20 ___, at the offices of the corporation located at _______________. The purpose ofrm 2553: Election by a Small Business Corporation ? ? ? ? Notice of Special Shareholders Meeting of __________________ Regarding S-Corporation Status TO: In accordance with the bylaws of this corpers meeting should be held at which all shareholders of the corporation consent to the election by the corporation to be treated as an S-corporation The secretary of the corporation should file IRS Fothe corporation should complete IRS Form 2553: Election by a Small Business Corporation All shareholders of record must sign IRS Form 2553: Election by a Small Business Corporation A special shareholdshould be provided to all shareholders of record A shareholders resolution consenting to the election to be treated as an S-corporation should be signed by all shareholders of record The secretary of t five years All shareholders must consent to the election to be treated as an S-corporation Notice of a special shareholders meeting for the purpose of consenting to the election as an S-corporation lass of stock issued and outstanding Determine that the corporation is already incorporated in the U.S or in one of its possessions Determine that the corporation hasn't had "S" status within the pasion Checklist ? ? ? ? ? ? ? ? Determine that the corporation has fewer than 75 shareholders Determine that all shareholders are natural persons or estates Determine that the corporation has only one ced in this kit. This form and all other IRS forms can easily be downloaded from the IRS website: http://www.irs.gov/formspubs/index.html Notes and Requirements for S-corporation Status 2 S-Corporatklist below. Following the checklist are the forms required to complete the election of S-corporation status. Please note that the IRS Form 2553: Election by a Small Business Corporation is not includlected. It may be prudent to obtain the advice of a competent accountant prior to making the election, however. The actual steps in electing S-corporation status are detailed in the S-corporation Checorm 2553: Election by a Small Business Corporation with the IRS. Notes and Requirements for S-corporation Status 1 If your corporation meets all of these requirements, S-corporation status may be eration within the previous five years. This restriction prevents abrupt shifting from one type of corporation to another in order to obtain the maximum tax benefits. 6. The corporation must file IRS Fin one of its possessions. Financial institutions, foreign corporations, and certain other very specialized corporations are not eligible. 5. The corporation must not have been qualified as an S-corpores are issued. Different voting rights within a class of stock (ie., voting and non-voting) do not disqualify the corporation. 4. The corporation must already be incorporated in the United States or esident of the United States. 3. The corporation must only have one class of stock that is issued and outstanding. The corporation may have other classes of stock that are authorized, providing no shareholders must be a natural person (a human being) or the estate of a natural person. Corporations and partnerships may not hold shares in the corporation. Each shareholder must also be a citizen or r treatment: 1. The corporation must have no more than 75 shareholders. (Wives and husbands, even if they own stock separately, are considered as only one shareholder.) 2. Each of the corporation's shae are certain basic requirements for qualifying a corporation for S-corporation status. Every requirement must be met before the IRS will recognize S-corporation status and allow for the different tax S-corporation falls to the individuals who own shares in the corporation. This also allows for each individual shareholder to personally deduct their share of any corporate losses. Requirements Therner as partnerships, or even sole proprietorships. The Scorporation does not pay a corporate tax and files a different type of tax form than does a standard corporation. Taxation of the profits of theer hand, are taxed similarly to partnerships. They act merely as a conduit for passing the income and deductions of the corporation directly through to the individual shareholders in much the same man the shareholders then pay an additional personal income tax on the dividends. The amount distributed to the shareholders as dividends is not a deduction for the corporation. Scorporations, on the othation For standard corporations, the corporation pays a federal and, perhaps, state corporate tax on the business profits. If the after-tax profit is then distributed to the shareholders as dividends,uding negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Notes and Requirements for S-Corporation Status Taxrocurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (incl or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, p suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates,these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability,areholders Regarding S-corporation Status Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of ng Regarding Scorporation Status Waiver of Notice of Special Shareholders Meeting Regarding S-corporation Status Minutes of Special Shareholders Meeting Regarding S-corporation Status Resolution of Shements for S-corporation Status S-corporation Checklist Sample Notice of Special Shareholders Meeting Regarding S-corporation Status Sample Affidavit of Mailing of Notice of Special Shareholders Meetiin your state.) The only reason for becoming an S-corporation is to obtain a different method of taxation than other corporations. Included in this kit is the following: · · · · · · · Notes and Requirstates recognize S-corporation status for state income taxation purposes; some states do not (please see your Secretary of State's website to determine how S-Corporations are treated for tax purposes oration status. An S-corporation is a type of corporation that is recognized by the U.S. Internal Revenue Service and is treated differently than other corporations in terms of federal taxation. Some Information S-Corporation Status - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for qualifying your corporation for S-corp NebraskaNebraska rinted Name of Secretary of Corporation he corporation on ____________, 20 ___. Dated: ____________ , 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _____________________________________ Pabove is a true and correct copy of the Amendment to the Articles of Incorporation that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of tcles of Incorporation of this corporation be amended to read as follows: The undersigned, ___________________, certifies that he or she is the duly elected secretary of this corporation and that the ___ . m., at the offices of the corporation located at _______________. At this meeting, it was resolved by a vote of the holders of a majority of shares entitled to vote on this matter that the Artiof Incorporation of ___________________ Pursuant to law and the bylaws of this corporation, a special meeting of the shareholders of this corporation was held on ____________, 20 ___, at _____ o'clock________________ Signature of Secretary of Corporation _____________________________________ Printed Name of Secretary of Corporation Shareholder Resolution 2 Certificate of Amendment of Articles aw and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal _____________________ly elected secretary of this corporation and that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the shareholders that was held in accordance with state l___________ _____________________________________ _____________________________________ _____________________________________ The undersigned, ____________________, certifies that he or she is the du_____________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ ____________________________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________ ________________r Printed Name of Shareholder ______________________________________ ______________________________________ ______________________________________ ______________________________________ ____________and record this certificate as required. The officers of this corporation are authorized to perform all necessary acts to carry out this resolution. Shareholder Resolution 1 Signature of Shareholdeed this resolution and consent to this amendment. The secretary of this corporation is authorized to prepare and execute an official Certificate of Amendment to the Articles of Incorporation and file . Therefore, it is RESOLVED, that the Articles of Incorporation of this corporation be amended as follows: Shareholders holding a majority of outstanding shares of stock in this corporation have signholders was present, in person or by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the Articles of Incorporation of this corporation be amendedng of the shareholders of this corporation was duly called and held on _________, 20 ___, at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the shareCorporation _____________________________________ Printed Name of Secretary of Corporation Resolution and Consent of Shareholders of ________ Approving Amendment to Articles of Incorporation A meeti_________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal _____________________________________ Signature of Secretary of the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporation on ___reby authorized to perform all necessary acts to carry out this resolution. The undersigned, ____________________ , certifies that he or she is the duly elected Secretary of this corporation and thate of obtaining shareholder approval of this amendment. The Secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting. The officers of this corporation are heat a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ o'clock ___ . m. at the offices of the corporation located at ____________________ for the purposat it is advisable to amend the Articles of Incorporation. Therefore, it is RESOLVED, that Articles of Incorporation of this corporation be amended in the following manner: It is further RESOLVED, th 20 ___, at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the board of directors was present and at the meeting it was decided, by majority vote, th Resolution of Board of Directors of _________________ Adopting Amendment to Articles of Incorporation A meeting of the board of directors of this corporation was duly called and held on ____________,y of the corporation files the certificate with the state corporation department and pays the proper fees The secretary of the corporation files a copy of the certificate in the corporate record book olution is included in this packet) The secretary of the corporation prepares a Certificate of Amendment of the Articles of Incorporation (a sample certificate is included in this packet) The secretarolution is included in this packet) Proper notice (or waivers) of the meeting is provided to all shareholders At the shareholders meeting, a resolution is adopted approving the amendment (a sample resProper notice (or waivers) of the meeting is provided to all directors At the board meeting, a resolution is adopted proposing an amendment and calling for a special shareholders meeting (a sample resn. Amendment to Articles of Incorporation Checklist ? ? ? ? ? ? ? ? A special meeting of the board of directors is called for the purpose of proposing an amendment to the Articles of Incorporation tate-supplied form for Amendments to Articles of Incorporation available for download off the web. Please check your Secretary of State's website for form downloads and other state-specific informatios then approve the amendment to the articles. Finally, a Certificate of Amendment is prepared. The final step is the filing of the Certificate with the state. Note that in your state, there may be a s The process outlined in this packet requires that the directors approve a resolution adopting the amendment and calling for a meeting of the shareholders. At the shareholders meeting, the shareholder to Articles of Incorporation Packet Under most state corporation laws, the Articles of Incorporation are amended by a process that includes both the directors of the corporation and its shareholders.ict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions Amendmentsuding, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strts, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (inclrranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agence. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied waof State's website for details regarding filing requirements and fees. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advirporation NOTE: Filing any amendments to the Articles of Incorporation with the state may require that a state fee be paid. In some states, this fee can be substantial. Please consult your Secretary ctors Adopting Amendment to Articles of Incorporation Sample Resolution and Consent of Shareholders Approving Amendment to Articles of Incorporation Sample Certificate of Amendment of Articles of Inco Included in this packet are the following: · · · · · Instructions for Amendment to Articles of Incorporation Packet Amendment to Articles of Incorporation Checklist Sample Resolution of Board of Direion file a Certificate of Amendment or some similar form with the state. This procedure ensures that the public record of the corporation's existence reflects the actual management of the corporation.eserved only for situations that require a substantial change in the manner in which the corporation conducts its business. Generally, amendments to Articles of Incorporation require that the corporatration's Articles of Incorporation. Amendments to the Articles of Incorporation may sometimes be required by changing business circumstances. However, in general, amendments should be infrequent and rInformation Amendment to Articles of Incorporation Packet Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for amending your corpo NebraskaNebraska solution and Consent of Shareholders Approving Amendment of Bylaws 2 now in full force and effect. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Ren that was duly adopted at a meeting of the shareholders that was held in accordance with state law and the bylaws of the corporation on ____________, 20 ___. I further certify that such resolution is______________________ The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation and that the above is a true and correct copy of the resolutio________________________________ _____________________________________ _____________________________________ _____________________________________ _____________________________________ _______________ ______________________________________ ______________________________________ ______________________________________ _____________________________________ _____________________________________ _____lder ______________________________________ ______________________________________ ______________________________________ ______________________________________ ______________________________________n are authorized to perform all necessary acts to carry out this resolution. Resolution and Consent of Shareholders Approving Amendment of Bylaws 1 Signature of Shareholder Printed Name of Sharehos corporation as follows: Shareholders holding a majority of outstanding shares of stock in this corporation have signed this resolution and consent to this amendment. The officers of this corporatio directors held on ____________, 20 ___ , be approved. Therefore, it is RESOLVED, that the shareholders approve the amendment to the bylaws of the corporation adopted by the board of directors of thir by proxy, and at the meeting it was decided, by vote of holders of a majority of outstanding shares, that the amendment to the bylaws of the corporation that was adopted at a meeting of the board oftion was duly called and held on ______________, 20 ___ , at _____ o'clock ___ . m., at the offices of the corporation located at _______________. A quorum of the shareholders was present, in person oon ____________________ Printed Name of Secretary of Corporation Resolution and Consent of Shareholders of _______________ Approving Amendment of Bylaws A meeting of the shareholders of this corporan on ____________, 20 ___. I further certify that such resolution is now in full force and effect. Dated: ____________ , 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporatiand that the above is a true and correct copy of the resolution that was duly adopted at a meeting of the board of directors that was held in accordance with state law and the bylaws of the corporatioon are hereby authorized to perform all necessary acts to carry out this resolution. The undersigned, ____________________, certifies that he or she is the duly elected secretary of this corporation r the purpose of obtaining shareholder approval of this action. The secretary is directed to give appropriate notice to all shareholders entitled to attend this meeting. The officers of this corporatier RESOLVED, that a special meeting of the shareholders of this corporation be held on ____________, 20 ___, at _____ o'clock, ___ . m. at the offices of the corporation located at _______________, fo decided, by majority vote, that it is advisable to amend the bylaws of the corporation. Therefore, it is RESOLVED, that the bylaws of this corporation be amended in the following manner: It is furth held on _______________, 20 ___, at _____ o'clock ___ . m., at the offices of the corporation located at ____________________. A quorum of the board of directors was present and at the meeting it wasorporate record books Resolution of Board of Directors of _________________ Amending Bylaws and Calling for Special Meeting A meeting of the board of directors of this corporation was duly called andesolution is adopted approving the amendment (a sample resolution is included in this packet) The secretary of the corporation attaches the amendment to the original bylaws of the corporation in the cd calling for a special shareholders meeting (a sample resolution is included in this packet) Proper notice (or waivers) of the meeting is provided to all shareholders At the shareholders meeting, a rlled for the purpose of proposing an amendment to the Bylaws Proper notice (or waivers) of the meeting is provided to all directors At the board meeting, a resolution is adopted amending the Bylaws ane) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Amendment to Bylaws Checklist A special meeting of the board of directors is cads or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwisrs or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goo for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authoo the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness in your case. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject tt of corporate bylaws, there may be specific guidelines or restrictions in your state. Please consult your Secretary of State's website to determine whether any of these restrictions may be applicableending Bylaws and Calling for Special Meeting Sample Resolution and Consent of Shareholders Approving Amendment of Bylaws NOTE: While there are generally few state-specific requirements for the conten bylaws, subject to approval by the shareholders, without notification of the state. Included in this packet are the following: Amendment to Bylaws Checklist Sample Resolution of Board of Directors Amire a substantial change in the manner in which the corporation conducts its business. The procedure used in this packet for amendments to the bylaws provides that the board of directors may amend theBylaws. Amendments to the corporate Bylaws may sometimes be required by changing business circumstances. However, in general, amendments should be infrequent and reserved only for situations that requInformation Amendment to Corporate Bylaws Packet Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for amending your corporation's NebraskaNebraska orporation Minutes of First Board of Directors Meeting 4 made and carried, the meeting was adjourned. Dated: ____________, 20 ___ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Cn _______________. This corporation shall report its income and expenses on a(n) __________________ basis. 14. The following other business was conducted: There being no further business, upon motion. Minutes of First Board of Directors Meeting 3 13. Upon motion made and carried, the board of directors RESOLVED that: The fiscal year of this corporation shall begin on _______________, and end oiver the appropriate number of shares of stock in this corporation to the respective persons. The shares of stock issued shall be fully paid and non-assessable common capital stock of this corporation of directors RESOLVED that: The assets proposed for transfer are good and sufficient consideration and the officers are directed to accept the assets on behalf of the corporation and to issue and del_ ________________________ _____________________ _____________________ _____________________ _____________________ _____________________ _____________________ Upon motion made and carried, the board_____________________ __________________________ __________________________ ________________________ ________________________ ________________________ ________________________ _______________________e following number of shares of common capital stock in the corporation: Name Property or Money Number of Shares __________________________ __________________________ __________________________ _____y of these bylaws are ordered to be attached to the minutes of this meeting. 12. The following persons have offered to transfer the property or money listed below to the corporation in exchange for thtion was presented at the meeting and read by each director. Upon motion made and carried, the board of directors RESOLVED that: The proposed bylaws of this corporation are approved and adopted. A copicates, and Stock Transfer Book of this corporation. A specimen copy of the Stock Certificate is ordered to be attached to the minutes of this meeting. 11. A copy of the proposed bylaws of the corpora. Upon motion made and carried, the board of directors RESOLVED that: The Seal, Stock Certificates, and Stock Transfer Book presented at this meeting are adopted and approved as the Seal, Stock Certife attached to the minutes of this meeting. Minutes of First Board of Directors Meeting 2 10. A proposed Corporate Seal, Corporate Stock Certificate, and Corporate Stock Transfer Book were presenteded to execute any formal Bank Resolutions and documents which may be necessary to open such an account. A copy of the formal Bank Resolution for opening this account is hereby adopted and ordered to b all funds of the corporation into this account, with checks payable upon the corporate signature of ____________________ only. And further RESOLVED that: The officers of this corporation are authoriz carried, the board of directors RESOLVED that: The officers of this corporation be authorized and directed to open a bank account with ____________________, located at _______________, and to depositay all fees and expenses necessary for the organization of this corporation. The officers are also directed to procure and prepare the necessary books for corporate accounting. 9. Upon motion made and________________ $ ____________________ $ ____________________ 8. Upon motion made and carried, the board of directors RESOLVED that: The officers of this corporation are authorized and directed to phe annual salaries of the officers were fixed at the following rates until the next annual meeting of the board of directors: President Vice-President Secretary Treasurer $ ____________________ $ _____________________________________, Vice-President ______________________________________________, Treasurer ______________________________________________, Secretary 7. Upon motion made and carried, t of the corporation to serve until the first annual board of directors meeting: Minutes of First Board of Directors Meeting 1 ______________________________________________, President _____________the incorporators of this corporation, which were taken on behalf of the corporation, are approved, ratified, and adopted as acts of the corporation. 6. The following persons were elected as officersd to be attached to the minutes of this meeting. 5. Upon motion made and carried, the board of directors RESOLVED that: The joint and individual acts of ____________________ and ____________________, he State of _______________ on ___________, 20 ___, and that the incorporation was effective as of ___________, 20 ___. Upon motion made and carried, a copy of the Articles of Incorporation was ordereecretary was ordered to attach the Affidavit of Notice or the Waiver of Notice to the minutes of this meeting. 4. The chairperson reported that the Articles of Incorporation had been duly filed with tthat a quorum was present. 3. The secretary then presented an Affidavit of Mailing of Notice or a Waiver of Notice of the meeting which was signed by all directors. Upon motion made and carried, the slected as the temporary secretary of the board. 2. The chairperson announced that the meeting had been duly called by the incorporators of the corporation, called the meeting to order, and determined _ _____________________________________________________________________________. 1. ___________________________ was elected as the temporary chairperson of the board. ___________________________ was en in the Articles of Incorporation. The following other persons were also present: _______________________________________ ___________________________________________________________________________________________________________________________________________ ______________________________________________________________________________ all of whom are designated as directors of this corporatio_, at _____ o'clock ___. m., at the offices of the corporation, located at ___________________. Present at the meeting were the following people: _____________________________________ ___________________________________________________ Minutes of First Board of Directors Meeting of _____________________ The first meeting of the board of directors of this corporation was held on ___________, 20 _____________________________________ _______________________________________ _______________________________________ _______________________________________ _______________________________________ __________ ___________________________________ ___________________________________ ___________________________________ _______________________________________ _______________________________________ ____nted Name of Incorporator ___________________________________ ___________________________________ ___________________________________ ___________________________________ _____________________________ctors of this corporation on _____________, 20 ___, at _____ o'clock ___ . m., at the offices of the corporation, located at _______________. Dated: ____________, 20 ___ Signature of Incorporator Prioard of Directors Meeting of _____________________ We, the undersigned incorporators of this corporation, waive any required notice and consent to the holding of the first meeting of the board of dire__ . ____________________ Signature of Notary Public Notary Public, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal Waiver of Notice of First B______ Corporate Seal ____________________ Signature of Secretary of Corporation ____________________ Printed Name of Secretary of Corporation Subscribed and sworn to before me on ____________, 20 ___________________ ___________________________________ Dated: ____________, 20 ___ ________________________________________ ________________________________________ _________________________________________________, in the State of ____________. The copies were correctly addressed to the following persons: Name of Director Address of Director ___________________________________ _________________ate of ____________. On ____________ , 20 ___ , I personally deposited stamped and sealed copies of the Notice of First Directors Meeting of this corporation in a post-office box in the City of ______unty of ____________________ Being duly sworn, ____________________________________________________ states: I am the secretary of ____________________, a corporation organized under the laws of the Stgnature of Incorporator ____________________ Printed Name of Incorporator Affidavit of Mailing of Notice of First Board of Directors Meeting of ____________________ State of ______________________ Co_ Signature of Incorporator ____________________ Printed Name of Incorporator ____________________ Signature of Incorporator ____________________ Printed Name of Incorporator ____________________ Sioard of directors will be held on ____________, 20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________________. Dated: ____________, 20 ___ ___________________of Directors Meeting Checklist 2 Notice of First Board of Directors Meeting of _____________________ TO: In accordance with the bylaws of this corporation, the first organizational meeting of the b money Designate fiscal year dates Designate accounting basis (cash or accrual basis) Document any other necessary business Adjournment of meeting Date and secretary signature on minutes First Board thorize opening of corporate bank account Approve corporate seal, stock certificate, and stock transfer book Approve corporate Bylaws Approve issuance of stock in exchange for transfers of property orrs of corporation First Board of Directors Meeting Checklist 1 ? ? ? ? ? ? ? ? ? ? ? Decide on annual salaries of officers Direct that any organizational expenses be reimbursed to incorporators Auration filed with state Date of filing Effective date of incorporation Approve and ratify any acts of incorporators taken on behalf of corporation prior to effective date of incorporation Elect officeeeting Name of temporary secretary acting at meeting Calling of meeting to order and quorum present Proper notification of meeting Notices sent and affidavit filed/or waivers filed Articles of Incorpors meeting: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? Name of corporation Date of meeting Location of meeting Officers present at meeting Others present at meeting Name of temporary chairperson presiding over moard of directors meeting are contained in this kit. First Board of Directors Meeting Checklist The following information should be covered and documented in the minutes of the first board of directo an easier method to fulfill the notice requirement is to have the board sign waivers of notice. This document and all of the other documents necessary to conduct and record your corporation's first bboard, notice must be given to each board member according to the time limits set in the bylaws. A formal affidavit of mailing of notice should also be prepared. If all board members are in agreement,made as corporate resolutions. This is not a difficult task and it will provide a clear record of the agreements made by the board for future reference. Prior to any annual or special meetings of the l meetings for specific topics much more frequently. Whenever official corporate matters are discussed as a group, the board of directors should hold a meeting, keep minutes, and record the decisions poration for the coming year, decide if dividends will be declared for the year, and make any other annual decisions regarding the financial matters of the business. Typically, boards will hold speciauld be consulted for all serious legal matters. Notes Regarding Board of Directors Meetings Corporate boards of directors must, at a minimum, hold an annual meeting to appoint the officers of the cor however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney shoindirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption)sed at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are uuse of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These individually and in the context of board meetings. Please consult your Secretary of State's website for specific information for your state. Disclaimer No Attorney-Client relationship is created by t includes materials generally applicable to corporations in any state. However, there may be specific guidelines and restrictions regarding the duties and responsibilities of corporate directors both Sample Affidavit of Mailing of Notice of First Board of Directors Meeting Sample Waiver of Notice of First Board of Directors Meeting Sample Minutes of First Board of Directors Meeting NOTE: This kidopted by the board. Included in this kit are the following: · · · · · · Notes regarding Directors Meetings First Board of Directors Meeting Checklist Sample Notice of First Board of Directors Meetingrd of directors as a group has previously authorized him or her to exercise that power). Even in a corporation with a single director, there must be formal records of meetings and of the resolutions acorporation's first board of directors meeting. The board of directors of a corporation transacts business as a group. Each individual director has no authority to bind the corporation (unless the boaInformation Board of Directors Meeting (First Meeting) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools and guidelines for conducting your NebraskaNebraska t Shareholders Meeting 3 ___, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation _____________________________________ Printed Name of Secretary of Corporation Minutes of Firs_________________________________, Director 6. The following other business was transacted: There being no further business, upon motion made and carried, the meeting was adjourned. Dated: _________ration until the first annual meeting of the shareholders of this corporation: ____________________________________________, Director ____________________________________________, Director ___________re designated as the initial directors of this corporation in the Articles of Incorporation and the shareholders approve and ratify this designation of the following persons as directors of this corpor _______________________________________________________, Secretary Minutes of First Shareholders Meeting 2 5. Upon motion made and carried, the shareholders RESOLVED that: The following persons a___________________________________________________, President _______________________________________________________, Vice-President _______________________________________________________, Treasures corporation and that the shareholders approve and ratify the election of the following persons as officers for the terms as stated in the minutes of the first meeting of the board of directors: ____and decisions made at the first meeting of the board of directors of this corporation are approved and ratified, specifically that the shareholders approve and ratify the adoption of the bylaws of thiread the minutes of the first meeting of the board of directors of this corporation which was held on ___________, 20 ___. Upon motion made and carried, the shareholders RESOLVED that: All acts taken red to attach the appropriate Affidavit of Mailing of Notice or Waiver of Notice to the minutes of this meeting. 3. ____________________ was then elected chairperson of this meeting. 4. The secretary ________ 2. The secretary reported that notice of the meeting had been properly given or waived by each shareholder in accordance with the bylaws. Upon motion made and carried, the secretary was orde____________ __________________________________________________ _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ __________________________________________________ __________________________________________________ __________________________________________________ ____________________________________________________________ Minutes of First Shareholders Meeting 1 The following shareholders were represented by proxy: Name of Shareholder Number of Shares ____________________________________________________________________ __________________________________________________ _______________________ _______________________ _______________________ _______________________ _______________________ _______________________ __________________________________________________ __________________________________________________ __________________________________________________ ________________________resent, either in person or by proxy, and that the meeting could conduct business. The following shareholders were present in person: Name of Shareholder Number of Shares ______________________________________ ______________________________________________________________________________ 1. The president of this corporation called the meeting to order. The president determined that a quorum was porporation, the following persons were also present: ______________________________________________________________________________ ____________________________________________________________________________________________, Vice-President ___________________________________________________, Treasurer ___________________________________________________, Secretary Other than shareholders of this c20 ___, at _____ o'clock ___. m., at the offices of the corporation located at _______________. Present were: ___________________________________________________, President __________________________________________________ Printed Name of Shareholder Minutes of First Shareholders Meeting of _____________________ The first meeting of the shareholders of this corporation was held on ____________, y me at any time prior to the meeting and will be void if I personally attend the meeting. Dated: ____________ , 20 ___ _____________________________________ Signature of Shareholder ______________ and authorization, ________________________ has the right to vote these shares at any business conducted at this meeting as if I personally were present. This proxy and authorization may be revoked bolders of this corporation which is scheduled to be held on ____________, 20 ___, at _____ o'clock ___. m., at the offices of this corporation located at _______________. Through the use of this proxys corporation's stock certificate # _______________, which represents __________ shares in this corporation, authorize ________________________ to vote all of these shares at the meeting of the shareh__ _____________________________________ _______________________________________ Authorization to Vote Shares (PROXY) _____________________ I, _______________________________, the record owner of thi______ _______________________________________ _____________________________________ _______________________________________ _____________________________________ _________________________________________________ _____________________________________ _______________________________________ _____________________________________ _______________________________________ _______________________________________________ _______________________________________ _____________________________________ _______________________________________ _____________________________________ _________________________________________________ _____________________________________ _______________________________________ _____________________________________ _______________________________________ _____________________ at the offices of the corporation located at _______________. Dated: ____________, 20 ___ Signature of Shareholder Printed Name of Shareholder _____________________________________ _________________d shareholders of this corporation, waive any required notice and consent to the holding of the first meeting of the shareholders of this corporation on ____________, 20 ___, at _____ o'clock ___. m.,lic, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal Waiver of Notice of First Shareholders Meeting of _____________________ We, the undersigne_______________________ Printed Name of Secretary of Corporation Subscribed and sworn to before me on ____________, 20 ___. _____________________________________ Signature of Notary Public Notary Pubs and addresses of the shareholders is attached to this affidavit. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation ______________State of ____________. The copies were correctly addressed to all shareholders of this corporation as of ____________, 20 ___, as shown in the Stock Transfer Book of this corporation. The list of name____________, 20 ___, I personally deposited stamped and sealed copies of the Notice of First Shareholders Meeting of this corporation in a post-office box in the City of ____________________, in the ____ Being duly sworn, ____________________________________________________ states: I am the secretary of ____________________, a corporation organized under the laws of the State of ____________. On _____________ Printed Name of Secretary of Corporation Affidavit of Mailing of Notice of First Shareholders Meeting of _____________________ State of ______________________ County of __________________________________, 20 ___, until ____________, 20 ___. Dated: ____________, 20 ___ Corporate Seal _____________________________________ Signature of Secretary of Corporation ________________________lection of the officers, approve continuation of the directors of this corporation, and to transact any other necessary business. The Stock Transfer Book of this corporation will remain closed from __ o'clock ___. m., on ____________, 20 ___, at the offices of the corporation located at _______________. The purpose of this meeting is to approve adoption of the bylaws of this corporation, approve eg Checklist 2 Notice of First Shareholders Meeting of _____________________ TO: In accordance with the bylaws of this corporation, a first official meeting of the shareholders will be held at _____ election of directors and officers Approval and ratification of adoption of corporate bylaws Any other business Meeting adjourned Dating and signing of minutes by secretary First Shareholders Meetins filed Reading of minutes of first directors meeting Approval and ratification of minutes of first directors meeting First Shareholders Meeting Checklist 1 ? ? ? ? ? Approval and ratification of of president acting at meeting Name of secretary acting at meeting Name of chairperson elected to preside over meeting Proper notification of meeting ? ? ? Notice sent and affidavit filed/or waivercation of meeting Officers present at meeting Others present at meeting Calling of meeting to order and quorum present Shareholders present at meeting Shareholders represented by proxy at meeting Nameeholders Meeting Checklist The following information should be covered and documented in the minutes of the first shareholders meeting: ? ? ? ? ? ? ? ? ? ? ? ? Name of corporation Date of meeting Lotate-specific guidelines and restrictions regarding the rights and responsibilities of shareholders in your state. Please consult your Secretary of State's website for further information. First Sharso approve the election of the first officers of the corporation by the board of directors. NOTE: This kit includes materials generally applicable to corporations in any state. However, there may be sfy the adoption of the corporate bylaws, and ratify the election or appointment of the initial board of directors who will serve until the first annual meeting of the shareholders. The shareholders altes Regarding First Shareholder Meeting The initial meeting of the shareholders also has a slightly different agenda than other shareholder meetings. At this meeting, the shareholders approve and ratither in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Nouential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whelForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or conseqexpress or implied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegaot provide legal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any g Sample Authorization to Vote Shares (PROXY) Sample Minutes of First Shareholders Meeting Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does nirst Shareholders Meeting Checklist Sample Notice of First Shareholders Meeting Sample Affidavit of Mailing of Notice of First Shareholders Meeting Sample Waiver of Notice of First Shareholders Meetinhe assets of the corporation. For these purposes, a special meeting of the shareholders must be held. Included in this kit are the following: · · · · · · · Notes Regarding First Shareholders Meeting Fle, shareholders must vote on the dissolution of the corporation, on amendments to the Bylaws or Articles of Incorporation, and on any extraordinary business transactions, such as the sale of all of that is held on the date, time, and place as specified in the corporate bylaws. In addition, specific corporate business at other times of the year may occasionally need shareholder approval. For examprst shareholders meeting. The main responsibility of the shareholders of a corporation is to elect the directors of the business. This election is conducted at the annual meeting of the shareholders tInformation Shareholders Meeting (First Meeting) - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides guidelines for conducting your corporation's fi NebraskaNebraska ayroll depository records Determine proper tax forms for use in business ounts Prepare current asset account records Prepare fixed asset account records Set up expense account records Set up income account records Set up payroll system Prepare payroll time sheets Prepare p ? ? ? ? ? ? ? ? ? ? ? Set up your business chart of accounts Open a business checking account Prepare a check register Set up a business petty cash fund Prepare a petty cash register Set up asset accour record keeping system as your business changes. Your system is only valuable to you if it fits your own needs. Understanding Financial Record Keeping 11 Financial Record Keeping Checklist ? ? ?thods of tracking certain aspects of your operations. You may decide that some of the information that you are collecting is unnecessary in your particular type of business. Don't be afraid to alter yyour individual business. Keep in mind that as your business grows, your needs may change. In addition, as you become more familiar with your record keeping, you may decide that you need additional me keeping needs. No two businesses will have identical financial record keeping requirements. You must determine which financial facts and figures will be most important in the successful operation of cords will also track either things the business owns (assets) or things the business owes (debts). Note that it is important to take the time to carefully analyze your business in light of its recordat you make and every financial record that you create will fit into one of these four main categories. Your transactions will either be money coming in (income) or money going out (expenses). Your reng system is the chart of accounts for your business. A chart of accounts will list each of the income, expense, asset, or debt categories that you wish to keep track of. Every business transaction thds are designed to be used on a calendar year basis. Within these basic parameters, the system can be individually tailored to meet the needs of most small businesses. The backbone of the record keepiied small business accounting system that is explained in this kit is a modified singleentry accounting system. It is presented as a system for accrual-basis accounting for small businesses. The recorr ended, the business year for reporting may not be a full year. Thus, even for those who choose to use a calendar year, the first year may actually start on a date other than January 1st. The simplifesses, the choice of a calendar year period is perfectly adequate and, in most cases, will simplify the tax reporting and accounting record keeping. In the year in which a business is either started o year accounting period. If a fiscal year period is considered necessary, please consult a tax or accounting professional as there are complicated rules to comply with. For the majority of small businhere is a valid business purpose that supports the use of a fiscal year. This generally complicates the reporting of income and should be avoided unless there is an important reason to choose a fiscal that do end on December 31st. There are complex rules relating to the choice of fiscal year accounting. Partnerships and S corporations may generally choose to report on a fiscal year basis only if t between a fiscal year accounting period and a calendar year period. A fiscal year consists of 12 consecutive months that do not end on December 31st. A calendar year consists of 12 consecutive monthsing far outweigh the disadvantages. Understanding Financial Record Keeping 10 Accounting Periods A final item to consider is the accounting period for your business. A business is allowed to chooseee with this and insist that only double-entry accounting is acceptable. For the small business owner who wishes to understand his or her own company's finances, the advantages of single-entry account-entry records for beginning small businesses, and states that this type of system can be "relatively simple...used effectively...and is adequate for income tax purposes." Many accountants will disagrust be entered in two separate places in the records. The benefits of ease of use of a single-entry system far outweigh the disadvantages of this system. The Internal Revenue Service recommends singlerds, although the double entry system has more ways available to double-check calculations. Double-entry record keeping is, however, much more difficult to master, in that each and every transaction mge in the system must be made. Accounting Systems In addition, there are two basic types of record keeping systems: single-entry and double-entry. Both types are able to be used to keep accurate recois made, approval from the Internal Revenue Service must be obtained before the method can be changed. After you select the type of accounting you will use, please consult a tax professional if a chanaid. The vast majority of businesses will wish to use the accrual method of accounting. A business must choose to keep its records either on the accrual basis or on the cash basis. Once this decision they are due, even if they are not yet paid. In other words, accounts payable (bills owed by the business) are considered expenses to the business when they are received, not when they are actually p receive the income. In other words, accounts receivable (bills owed to the business) are considered as income that has already been received by the business. Expenses are considered and recorded whensoever, it must use the accrual method of accounting. The accrual method of accounting counts income and expenses when they are due to the business. Income is recorded when the business has a right tosed by those few businesses that are solely service businesses and do not sell any materials to their customers at all, even a few spare parts. If a business sells any type of product or material what are paid. With cash accounting, there is no effective method to accurately reflect inventory costs. Thus, Internal Revenue Service regulations require that the cash method of accounting may only be usic methods for measuring transactions: the cash method and the accrual method. Cash method accounting is a system into which income is recorded when it is received and expenses are recorded when theyg Financial Record Keeping 9 Accounting Methods There are a few more items that must be understood regarding financial record keeping. First is the method for recording the records. There are two baexpenses Utility expenses Wages and commissions Estimated General Expenses Total Estimated Miscellaneous Expenses Estimated Total Expenses Estimated Pre-Tax Profit (Income less Expenses) Understandine expenses Office rent/mortgage expenses Repair expenses Office supplies Sales taxes Understanding Financial Record Keeping 8 Federal unemployment taxes State unemployment taxes Telephone/Internet ns Office equipment expenses Freight and shipping expenses Business insurance expenses Business interest expenses Legal and accounting expenses Business meals and lodging Miscellaneous expenses Postage Total Estimated Miscellaneous Income Total Estimated Total Income ESTIMATED EXPENSES Advertising expenses Auto expenses Cleaning and maintenance expenses Charitable contributions Dues and publicatioing 7 ESTIMATED PROFIT AND LOSS STATEMENT For the period of: ESTIMATED INCOME Estimated Gross Sales Income Less Estimated Cost of Goods Sold Estimated Net Sales Income Total Estimated Service Incomhey represent the health of a business are keys to keeping control of the finances of any business. Attached below is a sample Estimated Profit and Loss Statement. Understanding Financial Record Keepe than 80 percent ownership of the business, a very healthy situation. There are numerous ways to analyze the figures on these two financial statements. Understanding what these figures mean and how t owner and what proportion is owned or owed to someone else. Looking at Smith's balance sheet, we can see that the owner's equity is $1,670 of assets of $2,070. Thus, we can see that the owner has morusiness. The figures on them can be used for many purposes to understand the operations of a business. The balance sheet shows what proportion of a business's assets are actually owned by the businesse - cost of goods sold - expenses = profit. These two types of summary reports, the balance sheet and the profit and loss statement, are the basic tools for understanding the financial health of any bo matter their size. For a pure service business, with no inventory of any type sold to customers: income - expenses = net profit. For a sales-type business or a sales/service combined business: incom performed as follows: Net sales income - Net expenses = Net profit $ 200.00 $ 150.00 $ 50.00 Again, this simple setup reflects the basics of profit and loss statements for all types of businesses, nsales income - Cost of food = Net sales income Operating Expenses + Interest payments = Net expenses $ 250.00 $ 50.00 $ 200.00 $ 100.00 $ 50.00 $ 150.00 Thus, for the month of July, Smith's businessrent amounted to $100, and interest payments on the equipment loan were $50.00. Thus, Smith's profit and loss statement would be prepared as follows: Understanding Financial Record Keeping 6 Gross ith had the following transactions during the month of July: $250 worth of food was sold, the wholesale cost of the food that was sold was $50.00, the cost of napkins, condiments, other supplies, and he sales income minus the cost of the product to the seller. This inventory cost is referred to as the cost of goods sold. A profit and loss statement begins with a sale. Back to the food business. Sm making the income, the cost of the product that was sold must also be taken into account. This is done through inventory costs. Thus, for sales income, the income from selling a product is actually type. With service income, the profit can be determined simply by deducting the expenses that are associated with making the income. With sales income, however, in addition to deducting the expenses ofe need to consider inventory costs. Service income is income derived from performing a service for someone (cutting hair, for example). Sales income is revenue derived from selling a product of some tincome, then the business has a loss for that period of time. Income can be broken down into two basic types: service income and sales income. The difference between the two types of income lies in thy money that it has paid or will pay out during a certain period. Simply put, if the business has more income than expenses during a certain period, it has made a profit. If it has more expenses than nt is one of the key financial statements for the analysis of your business. Generally, income for a business is any money that it has received or will receive during a certain period. Expenses are anced by advertising expenses? Are production costs higher this quarter than last? Do seasons have an impact on sales? Are certain expenses becoming a burden on the business? The profit and loss stateme revenue figures will allow you to judge the growth or shrinkage of your business over time. Numerous other comparisons are possible, depending on your particular business. How have sales been influenhly performances over a single year to determine which month was the best or worst for your business. Quarterly results will also be able to be contrasted. The comparison of several annual expense andr a particular time period. As you begin to collect a series of profit and loss statements, you will be able to conduct various analyses of your business. For example, you will be able to compare mont return preparation. A profit and loss statement, however, provides much more than assistance in easing your tax preparation burdens. It allows you to clearly view the performance of your business ove profit and loss statement monthly, quarterly, or annually, depending on your particular needs. You will, at a minimum, need to have an annual profit and loss statement in order to streamline your taxry of the income and expenses of the business during a certain period. Profit and loss statements are sometimes referred to as income statements or as operating statements. You may choose to prepare aWorth or Capital Surplus + Stock Value Understanding Financial Record Keeping 5 The Profit and Loss Statement The other main business report is the profit and loss statement. This report is a summaABILITIES Current Liabilities Accounts Payable Miscellaneous Payable Total Current Liabilities Fixed Liabilities Loans Payable (long-term) Total Fixed Liabilities Owner's Equity Total Liabilities Net Current Assets Fixed Assets Equipment (cost) Autos and Trucks (cost) Buildings (cost) Total (Less Depreciation) Net Total Add Land (cost) Total Fixed Assets Total Miscellaneous Assets Total Assets LIbusiness's Owner's Equity. Understanding Financial Record Keeping 4 CURRENT BALANCE SHEET As of: ASSETS Current Assets Cash in Bank Cash on Hand Accounts Receivable Inventory Prepaid Expenses Total largest: assets = debts + equity or assets - debts = equity. Remember, both sides of the equation always have to be equal. Attached below is a sample Balance Sheet that you can use to determine your worth of $1,670. If Smith paid off all of the debts of the business, there would be $1,670 left. This basic method is used to determine the net worth of businesses worldwide, from the smallest to thet Foods is as follows: Total Assets - Total Debts = Owner's Equity $ 2,070.00 $ 400.00 $ 1,670.00 Understanding Financial Record Keeping 3 That's it. The business of Smith's Gourmet Foods has a neto find what Smith's equity in this business is, we need to subtract the amount of the debts from the amount of the assets. Remember: assets - debts = equity. Thus, the owner's equity in Smith's Gourme have been collected on food sales. Thus, the debts of Smith's Gourmet Foods are shown as follows: Accounts it owes + Loans it owes + Taxes it owes = Total Debts $ $ $ $ 100.00 200.00 100.00 400.00 T $ 2,070.00 Smith also has the following debts: $100 owed to the supplier of the food, $200 owed to the person from whom she bought the food equipment, and $100 owed to the state for sales taxes that. These are the assets of Smith's Gourmet Foods and they are shown on a balance sheet as follows: Cash + Accounts owed to it + Inventory + Equipment = Total Assets $ 500.00 $ 70.00 $ 200.00 $ 1,300.00as the following assets: Smith has $500 in a bank account, is owed $70.00 by customers who pay for their food monthly, has $200 worth of food supplies, and owns food preparation equipment worth $1,300ess were paid off. Owner's equity is the figure that is adjusted to make the equation of assets and liabilities balance. Let's look at a simple example: a basic sales business. Smith's Gourmet Foods hges or long-term business loans. Owner's equity is whatever is left after debts are deducted from assets. Thus, the owner's equity is what the owner would have left after all of the debts of the busin This includes accounts payable (remember, money that the business intends to pay; basically, bills the business owes), and taxes that are due. Long-term liabilities are long-term debts such as mortgae broken down into three groups: current liabilities, long-term liabilities, and owner's equity. Current liabilities are short-term debts, generally those that a business must pay off within one year.Understanding Financial Record Keeping 2 assets are more permanent-type assets and include vehicles, equipment, machinery, land, and buildings owned by the business. The liabilities of a business arthat the business intends to receive; basically, bills owed to the business), and inventory. Current assets are generally considered anything that could be converted into cash within one year. Fixed d format. On a balance sheet, the assets of a business are generally broken down into two groups: current assets and fixed assets. Current assets consist of cash, accounts receivable (remember, money ed a balance sheet. A balance sheet is usually prepared on the last day of a month, quarter, or year. A balance sheet simply lists the amounts of the business's assets and liabilities in a standardizeA basic tenet of record keeping is that both sides of this financial equation must always be equal. The formal statement of the assets and liabilities of a specific business on a specific date is call expanded to read: Assets = Debts + Equity Rearranging the equation can provide a simple explanation of how to arrive at the value of a business to the owner, or its equity: Equity = Assets - Debts ce, it is this equation that is in balance: the assets of a business must equal the liabilities of a business. Since the liabilities of a business consist of both equity and debts, the equation can beionship between assets and liabilities can be shown in a simple equation: Assets = Liabilities This simple equation is the basis of business accounting. When the books of a business are said to balan corporation, the owner's equity is called the capital surplus or retained capital. All of the debts of a business and its equity are together referred to as the business' liabilities. The basic relat left over if all of the debts of the business were paid off. If it is a partnership or a sole proprietorship, the business equity is referred to as the net worth of the business. If the business is apay. In addition to money owed to others, the equity of a business is also considered a liability. The equity of a business is the value of the ownership of the business. It is the value that would beonsist of any shortterm debts, such as money owed for supplies or taxes. Money that a business owes to others is called its accounts payable, basically the money that the business hopes to eventually the business's assets. The liabilities of a business are anything that the business owes to others. These consist of longterm debts, such as a mortgage on real estate or a long-term loan. They also ccalled Understanding Financial Record Keeping 1 its accounts receivable, basically the money that the business hopes to eventually receive. The total of all of these things that a business owns arehey can be inventory, or material that will be sold to customers; they can be real estate, buildings, and land; and they can be money that is owed to the business. Money that is owed to a business is ets. The assets of a business are anything that the business owns. These can be cash on hand or in a bank account; they can be personal property, like office equipment, vehicles, tools, or supplies; tsks that a small business owner must confront is keeping track of what the business owns and owes. Before the business buys or sells anything or makes a profit or loss, the business must have some assl financial document used to view this aspect of a business. It provides this information by laying out the value of the assets and the liabilities of a business. One of the most critical financial taint in time. If the business owns more than it owes, it is in good shape financially. On the other hand, if it owes more than it owns, the business may be in trouble. The balance sheet is the universaok at what the business owns and owes on a specific date. By seeing what a business owns and owes, anyone looking at a balance sheet can tell the relative financial position of the business at that po are two standard reports that are the main sources of business financial information: the balance sheet and the profit-and-loss statement. The Balance Sheet The purpose of the balance sheet is to lo a wide range of business transactions. In order to understand what a record keeping system is trying to accomplish, it is necessary to define some of the standard ways of looking at a business. There to allow the business owner to easily understand and use the information gathered. Certain accounting principles and terms have been adopted as standard over the years to make it easier to understandformation that is gathered and put into the system. Bookkeeping is the actual inputing of the financial information into the record keeping system. The purpose of any business record keeping system isunting. First, let's get some of the terminology clarified. Accounting is the design of the record keeping system that a business uses and the preparation and interpretation of reports based on the indamental ideas of accounting is necessary. For those unfamiliar with the terms and concepts of accounting, grasping these basic ideas may be the most difficult part of accounting, even simplified accounderstandable, and accurate business records are vital to the success of any small business. In order to design a good record keeping system for a particular business, an understanding of certain fund record keeping system. Business owners also need to be able to produce accurate financial statements for income tax purposes, for loan proposals, and for the purpose of selling the business. Clear, are making a profit, why they are making a profit, which parts of the business are profitable and which are not. This information is only available if the business owner has a clear and straightforwar financial record keeping system is to provide a clear vision of the relative health of the business, both on a day-to-day basis and periodically. Business owners themselves need to know whether they e or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Understanding Financial Record Keeping The purpose of any businessubstitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligencviders, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of s completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the pro is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability orl Record Keeping Checklist Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materialsy, actually understand those records. Included in this kit are the following: · · · · Understanding Financial Records Guide Current Balance Sheet Form Estimated Profit and Loss Statement Form Financiasucceeding. This kit is designed to aid you in understanding how to develop a concise and easily understood financial record keeping system, keep the books for a business, and, perhaps most importantlom the direct control and, therefore, understanding of the business owners themselves. If business owners cannot understand the financial situation of their own businesses, they have little chance of business owners to understand the complex accounting processes and systems that have become relatively standard in modern business. Accounting and bookkeeping have, in most businesses, been removed frnting and bookkeeping principles. Each year, thousands of small businesses fail because their owners have lost control of their finances. Many of these failures are brought on by the inability of the Information Financial Record Keeping - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides the background and guidelines for understanding basic accou NebraskaNebraska _____________________ Signature of Notary Public Notary Public, In and for the County of __________ State of __________ My commission expires: ____________ Notary Seal ted: ____________, 20 ___ __________________________ Signature of Stockholder __________________________ Printed Name of Stockholder Subscribed and sworn to before me on ____________, 20 ___. _____ shares without surrender of the original shares. 5. I agree to indemnify and hold the issuing corporation harmless from any liability or expenses which may result from reliance on this affidavit. Dae. I am now unable to locate these shares and believe that they have been lost, stolen, or misplaced. 4. I request the issuing corporation to issue a duplicate stock certificate for ownership of theseered in the State of ____________. 3. I have not sold, exchanged, transferred, or pledged any of these shares in any manner and the shares have been in my sole possession at my residence since issuanc_________, in the City of _________________, in the State of ____________. 2. I am the lawful owner of _____ shares of issued and outstanding common stock of ____________________, a corporation registidavit State of ______________________ County of ____________________ Being duly sworn, the undersigned states the following on oath: 1. My name is ____________________, and my address is ______________________________ Printed Name of Secretary of Corporation __________________________________ Signature of Shareholder __________________________________ Printed Name of Shareholder Lost Stock Aff has been recorded in the Stock Transfer Book of this corporation. Dated: ____________, 20 ___ Corporate Seal __________________________________ Signature of Secretary of Corporation _______________ock: Payment in full has been received for these shares and the shares have been issued by the corporation, transferred to the shareholder, and received by the shareholder. Record of this transactionof ownership in this corporation. The shareholder has transferred to the corporation the following assets, with a fair market value of $ __________ in consideration for the receipt of the shares of sthareholder in this corporation has purchased _____ shares of common stock in this corporation, represented by Stock Certificate Number ____________. This certificate represents __________ percent (%) corporate stock transfer book If a certificate is lost, use the Lost Stock Affidavit included in this kit Receipt for Stock Certificate of ____________________ On this date, ____________, 20 ___, a soney or property from the purchasers and deposit any funds in the corporate bank account The secretary will issue the certificates and receipts for money or property and record the transaction in the there are restrictions on the transfer of stock, note the restrictions on the back of the certificate All of the officers of the corporation will sign the certificates The secretary will receive the mccepted in exchange for shares of stock At a board of directors meeting, authorize officers to issue shares to persons designated The secretary will then prepare the appropriate stock certificates If g, determine who will purchase shares and how many will be sold to each person If necessary, at a board of directors meeting, the board of directors must fix t e value of any h property that will be ad of directors meeting, determine the number of shares to be issued If the shares are no-par, determine the value of the shares at the initial board of directors meeting At a board of directors meetin corporate record book. Stock Checklist ? ? ? ? ? ? ? ? ? ? ? ? Designate the number of authorized shares in the Articles of Incorporation and whether they are par or no-par value At the initial boarting of the board of directors must be documented with a board resolution. Also included in this kit is a page for use in your corporation's stock transfer book, which should be included in your basiccy blank stock certificates from most office supply stores, but these are not required. For the issuance of stock, follow the steps shown below in the Stock Checklist. Each of the steps taken at a meeThere is no requirement that a corporation's stock certificates be in a particular format. The sample stock certificate included in this kit is a simple generic form. If you desire, you may obtain fanibutes, with preferences for dividends, and with many other different characteristics. Most small business corporations can operate efficiently with a single class of common stock with voting rights. aracteristics that can be given to stock. The forms included in this kit are based on basic single-class common stock with voting rights. Classes of stock may, however, be created with non-voting attrnated from modern business corporation acts, allowing board of directors discretion to fix the value of the shares. All states allow the use of no-par stock. Note that there are many, many variable chdirectors to fix the value of the shares by resolution. If the shares are given a par value, the stock must be sold for at least the stated par value. The concept of par value is gradually being elimig Stock Value and Characteristics The value of your corporation's shares of stock can be a specific "par" value (for example, $1.00 per share) or they can be "no-par" value, which allows the board of ract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Notes Regardines (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contits agents, partners, or affiliates, or ii) the providers, authors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damagplied warranties of merchantability, suitability or completeness for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, gal advice. The purchase and use of these materials is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or imBook Page from our site at http://www.findlegalforms.com/public/CORP-SCST.pdf Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide leult your Secretary of State's website for specific information for your state. Corporate Stock Certificate and Stock Transfer Book: You can download the Corporate Stock Certificate and Stock Transfer e: This packet includes materials generally applicable to corporations in any state. However, there may be some state-specific rules regarding the issuance and transfer of corporate stock. Please conshecklist · Receipt for Stock Certificate · Lost Stock Affidavit · Corporate Stock Certificate (Front and Back) ­ see instructions below · Stock Transfer Book (Sample Page) ­ see instructions below Notn the corporation is then evidenced by a stock certificate describing the number of shares owned. Included in this packet are the following: · Notes regarding Stock Value and Characteristics · Stock C to a shareholder for something of value (money, property, or labor), the shares are said to be "issued and outstanding." All of the authorized shares need not be issued. The ownership of the shares in files its Articles of Incorporation with the state, it indicates how many shares of stock it will be authorized to issue (for example, 500 shares). When the authorized shares are sold or transferredour corporation's stock. Corporate stock represents the money or property that is invested in a corporation. It is a representation of the share of ownership in a corporate business. When a corporatioInformation Corporate Stock Certificates - Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for administrating the issuance and transfer of y Nebraska