Posts

Legal Form | Appointment of Proxy for Annual or Special Shareholder’s Meeting

,

APPOINTMENT OF PROXY FOR [ANNUAL/SPECIAL] MEETING
SuperCorp, Inc.
SHAREHOLDER: John Miller
NUMBER OF SHARES HELD: 100,000
I, the undersigned, as record holder of the shares of stock of SuperCorp, Inc. described above, revoke any previous proxies and appoint the person whose name appears just below this paragraph in the box to the right as my proxy to attend the [annual/special] shareholder’s meeting on _________________ and any adjournment of that meeting.

THE BOARD STRONGLY RECOMMENDS THAT YOU RETURN THIS PROXY IF YOU DO NOT INTEND TO APPEAR PERSONALLY AT THE [ANNUAL/SPECIAL] SHAREHOLDER’S MEETING.
The person I want to appoint as my proxy is:__________________________
The proxy holder is entitled to cast a total number of votes equal to, but not exceeding the number of shares which I would be entitle to cast if I were personally present.
I authorize my proxy holder to vote and otherwise represent my with regard to any business that may come before this meeting in the same manner and with the same effect as if I were personally present.
I MAY REVOKE THIS PROXY AT ANY TIME. THIS PROXY WILL LAPSE THREE MONTHS AFTER THE DATE OF ITS EXECUTION.
ALL PROXIES MUST BE SIGNED. PLEASE SIGN EXACTLY AT YOUR NAME APPEARS ON YOUR STOCK CERTIFICATE. JOINT SHAREHOLDERS MUST EACH SIGN THIS PROXY. IF SIGNED BY AN ATTORNEY IN FACT, THE POWER OF ATTORNEY MUST BE ATTACHED.
IF YOU REQUIRE ASSISTANCE WITH THIS PROXY, PLEASE CONTACT THE CORPORATE SECRETARY: ___________________, AT 415-555-1212.
Please sign your name below, and if you are signing for a business entity, please state your title:
DATE (IMPORTANT!):___________
_____________________________
Name
_____________________________
Title

/0 Comments/by

Legal Form | Notice of Special Meeting of Shareholders

,

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF SUPERCORP, INC.

Pursuant to a call made by shareholders, notice is hereby given that a special meeting of the Shareholders of SuperCorp, Inc. be held at ______________ (time), on __________, (date), at ___________________________ (address), to consider and act on the following:

[Insert matters to be considered, such as “A proposal that John Jones be removed from the board of directors.”]

If you do not expect to be present at the meeting and wish your shares to be voted, you may complete the attached form of proxy and mail it in the enclosed addressed envelope.
Date:______________________
____________________________

Corporate Secretary

/0 Comments/by

Legal Form | Notice of Special Meeting of Board of Directors

,

NOTICE OF SPECIAL MEETING OF THE DIRECTORS OF SUPERCORP, INC.

Notice is hereby given that the Chief Executive Officer of SUPERCORP, INC. has called a special meeting of the directors of SUPERCORP, INC., which shall be held on _______(date) at _____________ (time), at ______________ (place), to consider and act on the following proposals and such other business as may properly come before the board.

1. Acceptance of resignation of John Jones as corporate secretary.

2. Appointment of John Miller to position of corporate secretary.

3. Consideration of acquisition of NEWCORP, INC. by SUPERCORP, INC.

DATED: ___________

________________________________
John Jones
Corporate Secretary

/0 Comments/by

Legal Form | Minutes of Annual or Special Meeting of Shareholders

,

MINUTES OF (ANNUAL/SPECIAL) MEETING OF SHAREHOLDERS OF SUPERCORP, INC.

The shareholders of SUPERCORP, INC., held a (special/annual) meeting on _________ (date), at ______________(time), at________________(place).

The following shareholders were present at the meeting, in person or by proxy, representing shares as indicated:

John Jones, 100,000 shares

John Smith, 100,000 shares

John Miller, 75,000 shares

Also present were Michael D. Spadaccini, attorney to the corporation, and Lisa Jones.

The (president, chairman of the board, secretary, etc.) of the corporation called the meeting to order and announced that she would chair the meeting, and that a quorum was present and that the meeting was held pursuant to a written notice of meeting given to all shareholders of the corporation. A copy of this notice was ordered inserted in the minute book immediately preceding the minutes of this meeting.

The minutes of the previous meeting of shareholders were then read and approved.

The chairperson then announced that the election of directors was in order. Directors were then elected to serve until the next annual meeting of stockholders, and until their successors were duly elected and qualified, as follows:

John Jones

John Smith

John Miller

The chairperson then announced a proposal to change the corporation’s fiscal year from December 31 to June 30. This proposal did not receive an adequate vote for passage.

There being no further business to come before the meeting, on motion duly made, seconded, and adopted, the meeting was adjourned.

________________________

Corporate Secretary

/0 Comments/by

Legal Form | Minutes of Annual or Special Meeting of Shareholders

,

Minutes of Annual or Special Meeting of Shareholders.

MINUTES OF (ANNUAL/SPECIAL) MEETING OF SHAREHOLDERS OF SUPERCORP, INC.

The shareholders of SUPERCORP, INC., held a (special/annual) meeting on _________ (date), at ______________(time), at________________(place).

The following shareholders were present at the meeting, in person or by proxy, representing shares as indicated:

John Jones, 100,000 shares

John Smith, 100,000 shares

John Miller, 75,000 shares

Also present were Michael D. Spadaccini, attorney to the corporation, and Lisa Jones.

The (president, chairman of the board, secretary, etc.) of the corporation called the meeting to order and announced that she would chair the meeting, and that a quorum was present and that the meeting was held pursuant to a written notice of meeting given to all shareholders of the corporation. A copy of this notice was ordered inserted in the minute book immediately preceding the minutes of this meeting.

The minutes of the previous meeting of shareholders were then read and approved.

The chairperson then announced that the election of directors was in order. Directors were then elected to serve until the next annual meeting of stockholders, and until their successors were duly elected and qualified, as follows:

John Jones

John Smith

John Miller

The chairperson then announced a proposal to change the corporation’s fiscal year from December 31 to June 30. This proposal did not receive an adequate vote for passage.

There being no further business to come before the meeting, on motion duly made, seconded, and adopted, the meeting was adjourned.

________________________

Corporate Secretary

/0 Comments/by

Sample Delaware Articles of Incorporation

,

Sample Delaware Articles of Incorporation

CERTIFICATE OF INCORPORATION OF [CORPORATION NAME “Note: the Corporation name must include the word “Corporation”, “Corp.”, or “Inc.” ]

FIRST: The name of the corporation is [CORPORATION NAME]

SECOND: Its registered office in the State of Delaware is located at [Delaware corporations must have a registered agent in DE, place registered office address here]. The registered agent in charge thereof is [insert name of registered agent].

THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of stock that the corporation is authorized to issue is 3,000 shares having a par value of $0.0001 per share. [Note: DE corporations with more than 3,000 authorized shares pay their annual franchise tax fees according to a complex formula. Such fees are not terribly expensive, but see the DE Department of Corporation’s website for information before authorizing more than 3,000 shares]

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

SIXTH: The Corporation shall be perpetual unless otherwise decided by a majority of the Board of Directors.

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board of directors is authorized to amend or repeal the bylaws.

EIGHTH: The Corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the Laws of Delaware.

NINTH: The incorporator is [insert name of Incorporator. The Incorporator is the party who organizes the Corporation]. The powers of the incorporator are to file this certificate of incorporation, approve the by-laws of the corporation and elect the initial directors.

TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. I, [insert name of Incorporator], for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, on [Date].

Signed and Attested to by:
_______________________________
[Incorporator Name]
Incorporator
[ include address and phone of incorporator–a new requirement for 2007 ]

/0 Comments/by

Sample Delaware Bylaws | Free Form

,

Sample Delaware Bylaws | Free to Use!

BY-LAWS OF [INSERT NAME OF CORP.], INC., A DELAWARE CORPORATION

ARTICLE I – REGISTERED AGENT AND REGISTERED OFFICE

Section 1. The registered office of the corporation in the State of Delaware is located at [Delaware corporations must have a registered agent in DE, place registered office address here]. The registered agent in charge thereof is [insert name of registered agent].

Section 2. The corporation may also have offices at such other places as the Board of Directors may from time to time designate, in any State or Country around the world.

ARTICLE II – SEAL

Section 1. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”.

ARTICLE III – STOCKHOLDERS’ MEETINGS

Section 1. Meetings of stockholders may be held at any place, either within or without the State of Delaware and the USA, as may be selected from time to time by the Board of Directors.

Section 2. Annual Meetings: The annual meeting of the stockholders shall be held on the second day of July of each year if not on a legal holiday, and if a legal holiday, then on the next secular day following at 3 o’clock p.m., when they shall elect Directors and transact such other business as may properly be brought before the meeting. If the annual meeting for the election of directors is not held on the date designated, the directors shall cause the meeting to be held on another date, at their convenience.

Section 3. Election of Directors: Elections of the Directors of the corporation need not be by written ballot, in accordance with the Delaware General Corporation Law (DGCL).

Section 4. Special Meetings: Special meetings of the stockholders may be called at any time by the president, or the Board of Directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting. Upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the secretary to fix the date, place and time of the meeting, to be held not more than thirty days after the receipt of the request, and to give due notice thereof to all the persons entitled to vote at the meeting.

Business at all special meetings shall be confined to the objects stated in the call and the matters germane thereto, unless all stockholders entitled to vote are present and consent. Written notice of a special meeting of stockholders stating the time and place of the meeting, and the object thereof, shall be given to each stockholder entitled to vote at least 15 days prior, unless a greater period of notice is required by statute in a particular case.
Section 5. Quorum: A majority of the outstanding shares of the corporation entitled to vote, represented in a person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than a majority of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented, may adjourn the meeting at anytime without further notice. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 6. Proxies: Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after one year from its date, unless the proxy provides for a longer period, as allowable by law. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. All proxies shall be filed with the Secretary of the meeting before being voted upon.

Section 7. Notice of Meetings: Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 8. Consent In Lieu of Meetings: Any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 9. List of Stockholders: The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. No share of stock of which any installment is due and unpaid shall be voted at any meeting. The list shall not be open to the examination of any stockholder, for any purpose, except as required by Delaware law. The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE IV – DIRECTORS

Section 1. The business and affairs of this corporation shall be managed by its Board of Directors. The Board of Directors shall consist of 3 member[s], unless and until this number is changed by an amendment to this article. Each director shall be elected for a term of one year, and until his successor shall qualify or until his earlier resignation or removal.

Section 2. Regular Meetings: Regular meetings of the Board of Directors shall be held without notice according to the schedule of the regular meetings of the Board of Directors which shall be distributed to each Board member at the first meeting each year. The regular meetings shall be held either at the registered office of the corporation, or at such other place as shall be determined by the Board. Regular meetings, in excess of the one Annual meeting (Art. III Sec. 2) shall not be required if deemed unnecessary by the Board.

Section 3. Special Meetings: Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors on 5 days notice to all directors, either personally or by mail, courier service, E-Mail or telecopy; special meetings may be called by the President or Secretary in like manner and on like notice by written request to the Chairman of the Board of Directors.

Section 4. Quorum: A majority of the total number of directors shall constitute a quorum of any regular or special meetings of the Directors for the transaction of business.

Section 5. Consent of Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. The Board of Directors may hold its meetings, and have an office or offices anywhere in the world, within or outside of the state of Delaware.

Section 6. Conference Telephone: Directors may participate in a meeting of the Board, of a committee of the Board or of the stockholders, by means of voice conference telephone or video conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting.

Section 7. Compensation: Directors as such shall not receive any stated salary for their services, but by resolution of the Board, a fixed sum per meeting and any expenses of attendance, may be allowed for attendance at each regular or special meeting of the Board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 8. Removal: A director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, in accordance with the laws of Delaware.

ARTICLE V – OFFICERS

Section 1. The executive officers of the corporation shall be chosen by the Board of Directors. They shall be President, Secretary, Treasurer, one or more Vice Presidents and such other officers as the Board of Directors shall deem necessary. The Board of Directors may also choose a Chairman from among it’s own members. Any number of offices may be held by the same person.

Section 2. Salaries: Salaries of all officers and agents of the corporation shall be determined and fixed by the Board of Directors.

Section 3. Term of Office: The officers of the corporation shall serve at the pleasure of the Board of Directors and shall hold office until their successors are chosen and have qualified. Any officer or agent elected or appointed by the Board may be removed by the Board of Directors whenever, in its judgment, the best interest of the corporation will be served thereby.

 

Section 4. President: The president shall be chief executive officer of the corporation; he shall preside at all meetings of the stockholders and directors; he shall have general and active management of the business of the corporation. He shall be EXOFFICIO a member of all committees, and shall have the general power and duties of supervision and management, as defined by the Board of Directors.

Section 5. Secretary: The Secretary shall attend all sessions of the board and all meetings of the stockholders and act as clerk thereof , and record all votes of the corporation and the minutes of all its transactions in a book to be kept for that purpose, and shall perform like duties for all the committees of the Board of Directors when required. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and such other duties as may be prescribed by the Board of Directors or President, under whose supervision shall be. He shall keep in safe custody the corporate seal of the corporation, and when authorized by the Board, affix the same to any instrument requiring it.

Section 6. Treasurer: The treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall keep the moneys of the corporation in a separate account to the credit of the corporation. He shall disburse the funds of the corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation.

ARTICLE VI – VACANCIES

Section 1. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filed by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or cause, the corporation should have no directors in office, then any officer or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of these by-laws.

Section 2. Resignations Effected at Future Date: When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

ARTICLE VII – CORPORATE RECORDS

Section 1. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its minute of Stockholder meetings for the past two years. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office or at its principal place of business.

ARTICLE VIII – STOCK CERTIFICATES, DIVIDENDS, ETC. Section 1. The stock certificates of the corporation shall be numbered and registered in the Stock Transfer Ledger and transfer books of the corporation as they are issued. They shall bear the corporate seal and shall be signed by the President and the Secretary.

Section 2. Transfers: Transfers of the shares shall be made on the books of the corporation upon surrender of the certificates therefore, endorsed by the person named in the certificate or by attorney, lawfully constituted in writing. No transfer shall be made which is inconsistent with applicable law.

Section 3. Lost Certificate: The corporation may issue a new stock certificate in place of any certificate theretofore signed by it, alleged to have been lost, stolen, or destroyed.

Section 4. Record Date: In order that the corporation may determine stockholders entitled to notice of or to vote at any meeting of stockholders on any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action.

If no record date is fixed:

(a)The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if the notice is waived, at the close of the business on the day next preceding the day on which the meeting is held.

(b)The record date for which determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

(c)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(d)A determination of stockholders of record entitled to notice of or vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5. Dividends: The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.

Section 6. Reserves: Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining the property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE IX – MISCELLANEOUS PROVISIONS

Section 1. Checks: All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

Section 2. Fiscal Year: The fiscal year shall begin on the first day of January of every year, unless this section is amended according to Delaware Law.

Section 3. Notice: Whenever written notice is required to be given to any person, it may be given to such a person, either personally or by sending a copy thereof through the mail, or by telecopy (FAX), or by telegram, charges prepaid, to his address appearing on the books of the corporation of the corporation, or supplied by him to the corporation to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for  transmission to such person. Such notice shall specify the place, day and hour of meeting and, in the case of a special meeting of stockholders, the general nature of business to be transacted.

Section 4. Waiver of Notice: Whenever any written notice is required by statue, or by Certificate or the by-laws of this corporation a waiver thereof in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of stockholders, neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a  meeting for the express purpose of objecting to the transaction of any business because the meeting was lawfully convened.

Section 5. Disallowed Compensation: Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

Section 6. Resignations: Any director or other officer may resign at any time, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time to be fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective.

ARTICLE X – LIABILITY

Section 1. The personal liability of the founders is limited to the amount of money put into the corporation. Stockholder liability is limited to the stock held in the corporation.

Section 2. The directors’ liability is limited according to Article X of the certificate of incorporation, which state that it shall be limited to the fullest extent of current Delaware Law.

ARTICLE X I – AMENDMENTS

Section 1. These by-laws may be amended or repealed by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, at any regular or special meeting of the stockholders, duly convened after notice to the stockholders of that purpose.

_______________________________
[Incorporator Name]
Incorporator

/0 Comments/by

Sample Form | CALL FOR SPECIAL MEETING OF SHAREHOLDERS

,

CALL FOR SPECIAL MEETING OF SHAREHOLDERS

TO: The Secretary of SuperCorp, Inc.

The party or parties whose name appears below, the holder(s) of shares entitled to cast not less than 10 percent of the votes of SuperCorp Inc., do hereby call a special meeting of the shareholders of said corporation to be held _______________, (date), at _______________ (time), for the purpose of considering and acting upon the following matters:

[Insert matters to be considered, such as “A proposal that John Jones be removed from the board of directors.”]

You are directed to give notice of this special meeting, in the manner prescribed by the corporation’s bylaws and by law to all shareholders entitled to receive notice of the meeting.

Date:______________________

____________________________

____________________________

____________________________

/0 Comments/by

Wyoming LLC (Limited Liability Company) Basics

, ,

Wyoming LLC (Limited Liability Company) Basics

The following table sets forth a comprehensive summary of this state’s LLC laws, filing requirements, taxation and more.

Keep in mind though, that the information in this table is subject to the whim of each state’s lawmakers, so the information is constantly changing.

It’s a good idea to do a reality check with the Secretary of State’s office to confirm that the information is still current.

Secretary of State Contact Information Wyoming Office of the Secretary of State
Capitol Building
Cheyenne, WY 82002
(307) 777-7378
(307) 777-6217
LLC Filing and Assistance Website Address http://soswy.state.wy.us
LLC Filing Fees To organize, an LLC must file Articles of Organization and pay a filing fee of $100. Foreign LLCs must file an Application for Certificate of Authority for Foreign Limited Liability Company and submit a filing fee of $100.
LLC Name Reservation Information and Fees Wyoming organizers may reserve an LLC name by filing an Application for Reservation of LLC name accompanied by a $50 filing fee.
Link to Get LLC Formation Forms LLC Forms
Periodic LLC Reporting Requirements Annual Reports may be filed online at http://soswy.state.wy.us/Annual_Rpt_Main.asp .
Link to Get LLC Tax Forms http://soswy.state.wy.us/Annual_Rpt_Main.asp
LLC Tax Summary Wyoming has no income tax applicable to LLCs. Wyoming LLCs doing business in Wyoming pay an Annual Report License Tax based upon all assets located and employed in Wyoming. The Annual Report License Tax is the greater of $50 or two-tenths of one mil (.02 cents) of the company’s Wyoming assets.
LLC Statute Section 17-15-101 through 17-15-144 of the Wyoming Statutes

Are you ready to form your Corporation or LLC today?

/0 Comments/by

Wyoming Incorporation Advantages

,

We Like the Personal Privacy and Asset Protection Advantages

What’s the buzz about Wyoming incorporation? Recent articles tout the state as America’s newest corporate haven. Wyoming offers substantial privacy to Corporation and LLC owners. Owners are not required to identify themselves in any public records. No Wyoming agency maintains owner information. This makes it very difficult for creditors, business competitors, data collection services, state tax authorities, the IRS, police, or other third parties to determine who a Wyoming entity’s owners are.

Protection from IRS and Other Government Agencies

Wyoming’s privacy protections shelter owners from the prying eyes of the IRS and other government agencies. This benefit is obvious, even to a completely law-abiding company or company owner. Our government, tax authorities, and courts, while the finest anywhere, are capable of occasionally pursuing the innocent.

Are you ready to form your Wyoming Corporation or LLC today?

No Income Tax and no US Internal Revenue Service Information Sharing Agreement (ISA).

Wyoming does not participate in the US Internal Revenue Service Information Sharing Agreement. The IRS reported in late 2003 that it has in place an Information Sharing Agreement (‘ISA’) with about 33 states. As reported by the IRS, states that participate in the ISA include Alabama, Arizona, Arkansas, Connecticut, Georgia, Florida, Hawaii, Idaho, Illinois, Indiana, Iowa, Kansas, Kentucky, Minnesota, Mississippi, Missouri, Montana, New Hampshire, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Utah, Vermont, Washington, West Virginia and Wisconsin. Under the ISA, the IRS and participating states share information (and vice versa) on abusive tax avoidance transactions and those taxpayers who participate in them.

The purpose of the ISA is to combat abusive tax avoidance. Even if Wyoming participated in the agreement, it would have no information to share. Because Wyoming has no corporate income tax and no personal income tax, it has no corresponding tax forms and no corresponding tax department.

Are you ready to form your Wyoming Corporation or LLC today?

Wyoming Corporate Privacy Points

An owner of a Wyoming Corporation or Limited Liability Company enjoys unparalleled security and privacy due to the following:

  • Wyoming has no Information Sharing Agreement with the IRS.
  • Company ownership need not be disclosed to Wyoming authorities.
  • Wyoming does not maintain public records of Wyoming Corporation and Limited Liability Company ownership.
  • Reporting and Disclosure obligations are minimal.

The Wyoming Taxation Advantage: Low Taxes and No Tax Forms

Wyoming’s residents and businesses enjoy some of the lowest state taxes anywhere. In fact, the non-profit group The Tax Foundation voted Wyoming to have “the most business-friendly tax system of any state.” Wyoming does not impose a tax on either corporate profits or Limited Liability Company profits; many other states do, such as New York and California. California even imposes a 1.5% income tax on S Corporations (which do not pay income tax at the federal level) and a wallet-busting $800 minimum income tax on all Corporations and LLCs–regardless of the company’s profits or losses.

Similarly, Wyoming imposes no property tax on corporate stock or Limited Liability Company ownership shares. By comparison, New York imposes an annual filing fee on LLCs of between $325 and $10,000, depending on the number of LLC members.

Wyoming imposes no franchise tax. A franchise tax is a tax levied in consideration for the privilege of either incorporating or qualifying to do business in a state. A franchise tax may be based upon income, assets, outstanding shares, or a combination. Put another way, a franchise tax is a tax one pays for “just being there.” Nearly all states impose franchise taxes on businesses.

Taxes = Forms +Audits

Of course, any tax payment scheme requires a tax reporting and a tax enforcement scheme. States that impose income, franchise, and asset taxes all require annual tax forms to be prepared, and signed under oath by a corporate officer. Corporations and Limited Liability Companies are also subject to audits and inquiries from state tax authorities in states where these taxes are required. Because Wyoming imposes no taxes on business entities, Wyoming requires no tax forms and does not audit business entities chartered there.
The only fee of any kind that Wyoming levies against Limited Liability Companies and Corporations is a nominal annual fee of $50 (the fee graduates upwards slightly for very large Corporations).

Tax Points

Wyoming has one of the least burdensome business tax structures in the United States. Again, the key advantages are:

  • Wyoming imposes no income tax on either Corporations or Limited Liability Companies.
  • Wyoming imposes no franchise tax.
  • Wyoming imposes no tax on capital stock or assets.
  • Wyoming imposes only minimal annual fees of $50.

The Wyoming Flexibility and Convenience Advantage: Pro-Owner and Pro-Convenience Legal System

Wyoming’s legislature understands the needs of business owners and intentionally designed their corporate law to be pro-convenience and pro-owner. Wyoming offers a wealth of features that bring flexibility, convenience, and time savings to Corporation and Limited Liability Company management:

  • Wyoming is a “sole owner” state; Wyoming allows one individual to serve as the stockholder, director, president, secretary and treasurer. The sole owner rule applies to both Corporations and Limited Liability Companies. Some states require at least two officers and/or at least three directors. For a sole owner business, having multiple officers and directors may serve to drain time and resources. Wyoming’s sole owner rules ensure flexibility and efficiency.
  • Wyoming allows Corporations to charter with unlimited authorized shares. Corporations are normally bound by the number of authorized shares set forth in their articles of incorporation. If a Corporation exceeds the number of authorized shares designated in the articles, the Corporation must scramble to amend the articles to increase the number of authorized shares. Wyoming’s unlimited authorized shares option gives Corporations unlimited room for growth.

Are you ready to form your Wyoming Corporation or LLC today?

  • Wyoming is a “written consent” state; Wyoming gives owners and managers a wide degree flexibility to take corporate actions by written consent. A written consent is a binding, written resolution adopted by either the shareholders or directors of a corporation approving a particular corporate action. A written consent is a more convenient and less time-consuming alternative than the more burdensome method of calling, noticing, and conducting formal meetings of management and shareholders.
  • Wyoming Corporations (and Limited Liability Companies) may issue stock for nearly any sort of consideration: capital investment, services, personal property, or real estate, including leases and options. Not all states grant such power to a Corporation. This freedom allows Wyoming Corporations to issue shares for the services of employees and consultants. The Corporation’s directors may determine the value of any of these transactions, and their decision cannot be challenged. This rule is advantageous to organizers of companies–it gives them the power to adjust stock ownership as they see fit.
  • A Wyoming Corporation may purchase, own, hold, sell, transfer, pledge, or assign shares of its own stock. Not all states allow Corporations to own or transfer their own shares. This power brings valuable flexibility to the Wyoming business owner.
  • A Wyoming Corporation or Limited Liability Company can transfer stock instantly and privately, without any public notification or state filing. This is a further privacy protection that Wyoming Corporations, LLCs, and business owners enjoy.
  • Unlike some states, Wyoming does not impose a minimum capital investment requirement. As such, you need no minimum investment to form a Wyoming Limited Liability Company or Corporation. You can form a Wyoming Corporation or LLC with as little as $10 of capital–and no state authority will ever question the amount of initial investment made to the entity.
  • Wyoming has wisely organized the Secretary of State’s office into an efficient and effective customer service organization. The Secretary of State’s Web site is informative and easy to navigate. The searchable database allows one to quickly check on the status of one’s own Corporation or Limited Liability Company. Is one’s entity overdue in its annual report? Is one’s entity in good standing with the Secretary of State’s office? A simple check on the web will answer these questions. Annual reports can be done in seconds, right from your computer.
  • Directors and officers of Wyoming Corporations enjoy generous protection (sometimes called “indemnity”) from personal liability to the Corporation or to a Corporation’s shareholders in connection with their service to the Corporation.
  • A Wyoming Corporation or Limited Liability Company can be headquartered anywhere in the world. In fact, a Wyoming Corporation or Limited Liability Company is not required to maintain its records in Wyoming. Wyoming merely requires one Wyoming address: the address of your registered agent. Even non-U.S. citizens can form and own a Wyoming Corporation.

Are you ready to form your Wyoming Corporation or LLC today?

Your Wyoming Corporation can be operated from any where in the United States, or anywhere in the world, and your Wyoming Corporation or Limited Liability Company can own real or personal property anywhere in the world.

/1 Comment/by

Wyoming Corporation – Incorporate in WY – Wyoming Incorporation

,

Wyoming Corporation – Incorporate in Wyoming – Wyoming Incorporation

Are you looking to incorporate in Wyoming?

Are you trying to learn about Wyoming incorporation or corporation laws?

The following summary can get you started on your path to incorporation.

You’ll find filing fees for Articles of Incorporation, instructions for corporation name reservations, links to filing forms, and a summary of periodic corporation filing requirements.

Secretary of State Contact Information Wyoming Office of the Secretary of State
Capitol Building
Cheyenne, WY 82002
(307) 777-7378
(307) 777-6217
Secretary of State Address http://soswy.state.wy.us
Corporation Filing Fees The fee for filing Articles of Incorporation is $100.
Corporation Name Reservation Information and Fees Wyoming incorporators may reserve a corporate name by filing an Application for Reservation of Corporate Name accompanied by a $50 filing fee.
Incorporation Forms http://soswy.state.wy.us/corporat/corporat.htm
Periodic Corporation Reporting Requirements Annual corporation reports are due on or before the 1stday of the anniversary month of the corporation’s initial filing. The report may be drafted and printed online at the Secretary of State’s website.
Corporation Tax Forms http://soswy.state.wy.us/Annual_Rpt_Main.asp
Corporate Tax Summary Wyoming has no corporate income tax. Wyoming corporations and foreign corporations doing business in Wyoming pay an Annual Report License tax based upon all assets located and employed in Wyoming. The Annual Report License Tax is the greater of $50 or two-tenths of one mil (.02 cents) of the company’s Wyoming assets.
“S” Corporation Information Wyoming recognizes the federal S corporation provision. The subchapter S election is automatic and no state specific forms need be filed to make the subchapter S election.

Are you ready to form your Corporation or LLC today?

/0 Comments/by

West Virginia Corporation – Incorporate in WV – West Virginia Incorporation

West Virginia Corporation – Incorporate in West Virginia – West Virginia Incorporation

Are you looking to incorporate in West Virginia? Are you trying to learn about West Virginia incorporation or corporation laws?

The following summary can get you started on your path to incorporation.

You’ll find filing fees for Articles of Incorporation, instructions for corporation name reservations, links to filing forms, and a summary of periodic corporation filing requirements.

Secretary of State Contact Information Corporations Division
West Virginia Secretary of State
Building 1, Suite 157-K
1900 Kanawha Boulevard East
Charleston, West Virginia, WV 25305-0770
(304) 558-8000
Secretary of State Address http://www.wvsos.com/
Corporation Filing Fees The fee for filing Articles of Incorporation is based upon the month of filing. You must visit the Secretary of State’s website to determine the filing fee.
Corporation Name Reservation Information and Fees West Virginia incorporators may reserve a corporate name by filing an Application for Reservation of Name on Form NR-1 accompanied by a $15 filing fee. The name reservation remains effective for 120 days.
Incorporation Forms www.wvsos.com/business/services/formindex.htm
Periodic Corporation Reporting Requirements West Virginia corporations and foreign corporations with operations in West Virginia must file an annual report. The Corporations Division mails the annual report to registered corporations. The report is due July 1 of each year. The report must be accompanied by a $10 attorney-in-fact fee and the annual corporate license tax.
Corporation Tax Forms www.state.wv.us/taxrev/forms.html
Corporate Tax Summary West Virginia corporations and foreign corporations doing business in West Virginia must pay a business Franchise Tax . The tax is based upon the corporation’s capital structure. Corporations must also pay a corporation net income tax. The income tax rate is 9 percent. Contact the West Virginia State Tax Department for more information.
“S” Corporation Information West Virginia recognizes the federal S corporation provision. The subchapter S election is automatic and no state specific forms need be filed to make the subchapter S election.

Are you ready to form your Corporation or LLC today?

/0 Comments/by

What Is the Worst State for Incorporation?

We recently surveyed the corporation laws of all 50 states and reported on .  In our review, we also considered which states present the worst choice for incorporation. We carefully considered each state’s corporation law, fees, ease-of-use, customer service, periodic and ongoing filing requirements, and of course, tax burden. (For our 50-state incorporation report card, read Best State for Incorporation). What follows are our picks for the worst states for incorporation in the nation. Please keep in mind that this is a general overview, and your specific needs should be brought to an attorney and accountant.

First, Is Out-of-State Incorporation Right for You? (the Foreign Qualification Dilemma)

The first question a business person should ask is, “should I incorporate in a state other than where my business is headquartered?” As a general rule, if your business is small and operates and sells only in one state and you have no need for the special benefits afforded to say, Nevada or Wyoming corporations, you should incorporate in your state of operation. Here’s why: all 50 states generally require out of state (foreign) corporations to register and pay fees in the corporation’s state of operation. Registration in a foreign state is often called qualification.

For example, a Nevada corporation that transacts business in California must register in California as a foreign corporation and pay a filing fee and annual minimum franchise tax. Thus, the benefits of incorporating out of state are limited by such foreign registration rules because you will probably need to register in your home state anyway.   If, however, your business operates in several states or if you expect to expand nationally, then you should consider incorporation in the state that is most favorable for you.

The Absolute Worst State for Incorporation: New York

We proudly award New York state as the worst state for incorporation in the nation. New York imposes a corporation taxation system that is so burdensome and complex, it borders on comical. New York imposes a dizzying variety of separate taxes: a Maintenance Fee, a franchise tax, a license fee, an organization tax, and an income tax. And, if your NY corporation earns zero income and holds zero assets in a tax year, you’ll pay an punitive $800 tax–more than you’d pay if your corporation had a $1,000 profit in the same tax year. This tax is so mystifying in its logic, that we invented a term for it: a “reverse income tax“.

Department of State representatives are surly and ill-informed. Need assistance with New York’s dizzying array of rules, regulations and forms? You’re on your own–hold times are periodically worse than the DMV.

The Second Worst State for Incorporation: California

California offers one benefit that New York does not: at least the Secretary of State’s office answers the phone from time to time. Beyond that, California is on par with New York in terms of inconvenience, expense, and regulatory burden. California earns the dubious honor of imposing the most burdensome minimum tax of any state in the Union: an $800 minimum “income” tax for both C Corporations and S Corporations. California imposes this tax upon companies that have zero income.

The Runner Ups: New Jersey and Massachusetts

New Jersey offers a potent anti-business cocktail: high corporate fees, high corporate taxes, and almost non-existent customer service. NJ’s Business Services Division is a nightmare. Representatives are surly and slow. Corporation formation is needlessly complicated.

Massachusetts imposes high taxes on Corporations, and high formation costs. While far less burdensome than our other choices as poor states for incorporation, Massachusetts is still an unattractive choice for incorporation.

See our report: What Is the Best State to Form a Corporation?
For our 50-state incorporation report card, read Best State for Incorporation.

/0 Comments/by

Wisconsin Corporation – Incorporate in WI – Wisconsin Incorporation

Wisconsin Corporation – Incorporate in WI – Wisconsin Incorporation

Are you looking to incorporate in Wisconsin? Are you trying to learn about Wisconsin incorporation or corporation laws?

The following summary can get you started on your path to incorporation.

You’ll find filing fees for Articles of Incorporation, instructions for corporation name reservations, links to filing forms, and a summary of periodic corporation filing requirements.

Secretary of State Contact Information Dept. of Financial Institutions
P.O. Box 7846
Madison, WI 53707-7846
(608) 261-7577
Secretary of State Address www.wdfi.org
Corporation Filing Fees The fee for filing Articles of Incorporation is $100.
Corporation Name Reservation Information and Fees Wisconsin offers informal name availability information by telephone. Wisconsin incorporators may reserve a corporate name by filing a Corporation Name Reservation Information and Fees Application on Form 1 accompanied by a filing fee of $15. Name reservation is also available for a fee of $30. The name reservation remains effective for 120 days.
Incorporation Forms www.wdfi.org/corporations/forms/
Periodic Corporation Reporting Requirements Wisconsin corporations and qualified foreign corporations must file an annual report. The form is not available online. The filing fee is $25 for domestic corporations and a minimum of $50 for foreign corporations.
Corporation Tax Forms www.dor.state.wi.us/html/formpub.html
Corporate Tax Summary Wisconsin has both a Franchise Tax and in income tax. However, only one tax is imposed against a corporation in a taxable year for the privilege of exercising its Wisconsin franchise or for doing business in Wisconsin. Franchise Tax applies to Wisconsin corporations foreign corporations doing business in Wisconsin. The tax rate is 7.9 percent. Income tax applies only to foreign corporations which are not subject to the Franchise Tax and which own property in Wisconsin or whose business in Wisconsin is exclusively in foreign or interstate commerce. The tax rate is 7.9 percent.
“S” Corporation Information Wisconsin recognizes the federal S corporation provision. The subchapter S election is automatic and no state specific forms need be filed to make the subchapter S election.

Are you ready to form your Corporation or LLC today?

/0 Comments/by

West Virginia LLC – WV Limited Liability Company – LLC in West Virginia

,

West Virginia LLC – WV Limited Liability Company – LLC in West Virginia

The following table sets forth a comprehensive summary of this state’s LLC laws, filing requirements, taxation and more.

Keep in mind though, that the information in this table is subject to the whim of each state’s lawmakers, so the information is constantly changing.

It’s a good idea to do a reality check with the Secretary of State’s office to confirm that the information is still current.

Secretary of State Contact Information Corporations Division
West Virginia Secretary of State
Building 1, Suite 157-K
1900 Kanawha Boulevard East
Charleston, West Virginia, WV 25305-0770
(304) 558-8000
LLC Filing and Assistance Website Address http://www.wvsos.com/
LLC Filing Fees To organize, an LLC must file Articles of Organization and submit a filing fee of $100. Foreign LLCs must register by filing an Application for Certificate of Authority for a Limited Liability Company along with a filing fee of $150.
LLC Name Reservation Information and Fees West Virginia organizers may reserve an LLC name by filing an Application for Reservation of Name on Form NR-1 accompanied by a $15 filing fee. The name reservation remains effective for 120 days.
Link to Get LLC Formation Forms www.wvsos.com/business/services/formindex.htm
Periodic LLC Reporting Requirements LLCs doing business in West Virginia must file an annual report by April 1 each year. The filing fee is $10.
Link to Get LLC Tax Forms www.state.wv.us/taxrev/forms.html
LLC Tax Summary LLCs doing business in West Virginia must file a Business Franchise Tax Return each year. The tax rate is $.75 per $100 of taxable income, with a minimum annual tax of $50.
LLC Statute Chapter 31B of the West Virginia Code

Are you ready to form your Corporation or LLC today?

/0 Comments/by