Articles of Incorporation w/o initial directors?

[bluepiaa]

State: CA

I've recently formed a corporation with the state of California. I followed the sample provided by the state treasury dept. It only contains 4 things in it, the corporation name, purpose of the corporation, initial agent for service and issuance of stock. That's it, simple really. There will be two people controlling this corporation. At the time of incorporation, I was unable to get my business partner's signature. So I decided not to include the initial directors in the filing.

My question is: Do I need to file an amendment to the articles of incorporation stating the initial directors? Could I just declare the directors in the bylaws or the first corporate meeting and then include this list in the meeting minutes?

Thanks in advance!

 

[clueless3]

Do I need to file an amendment to the articles of incorporation stating the initial directors? Could I just declare the directors in the bylaws or the first corporate meeting and then include this list in the meeting minutes?

The initial list of officers MUST be filed with the State, following the filing of the Articles if not at the same time. This is public information and must be disclosed. Declaring the officers in the bylaws and minutes (which is generally not public info) is NOT enough.

In CA, it's called "Statement of Information" and must be filed within 90 days of the filing of the Articles, else the corporation will be fined $250.

 

[bluepiaa]

Clueless,

I know that I have to file a Statement of Information within 90 days of my incorporation. In the Statement of Information, it contains entries for directors. Do I also need to file a Certificate of Amendment of Articles of Incorporation to list the directors as well?

If I understand what you are saying, then all I need to do is to file the Statement of Information including the list of directors and that is all that I need to do?

 

[clueless3]

Do I also need to file a Certificate of Amendment of Articles of Incorporation to list the directors as well? If I understand what you are saying, then all I need to do is to file the Statement of Information including the list of directors and that is all that I need to do?

Yes, that's correct. You only need to file the Articles (which you did) and the Statement of Information with the list of officers. No other filing is needed unless/until your situation warrants.

 

[bluepiaa]

Yes, that's correct. You only need to file the Articles (which you did) and the Statement of Information with the list of officers. No other filing is needed unless/until your situation warrants.

Thank you very much clueless3!

 

[seniorjudge]

If you want help on this forum, please do not start multiple threads.

Keep all your questions in one thread.

 

[clueless3]

Is there an advantage of issuing stocks @ $0.01 as opposed to issuing them for more? Does anyone know what the advantages or disadvantages of either are? If I can issue stocks at $0.01, why would I set the price at $1, or more?

Basically you can isssue how many shares as you want, for whatever amount you want per share. HOWEVER, the total capitalization amount should be "proportionate" to the amount of business you do and the amount of liability the corp has, ie, it has to be "adequate" in order for the stockholders and officers to enjoy the limited liability afforded by the corporation, else the judge will deem the corp a sham, and they can sue the officers and stockholders personally.

Now, how much is "adequate"? This varies from state to state. In some states, even $500 capitalization is "adequate". In some other states, like CA, you should at least capitalize it $7500 at the beginning. You need about that much anyway to set up payroll, office, and all.

Too little capitalization and it will be deemed a sham.

Too much capitalization and the IRS may deem it a personal holding corp. And if you ever get sued personally, they can take your stock ownership away as payment.