|
PRELIMINARY
MEETING OF
____________________
On the _____ day of _____________________________, 20___, a
Preliminary Meeting of the Incorporators of a new
___________________ Corporation to be known as the
____________________ Corporation was held at
____________________ in ____________________,
____________________. ___________________, (legal counsel), was
present. ___________________, __________________,
____________________ were present and will serve as
incorporators and as members of the original Board of Directors,
along with ___________________, ____________________ who were
not present.
PURPOSE: At the outset of the meeting, the general discussion related
to the purpose of the new corporation which involved the full
range of corporate business with particular emphasis on
____________________ which will be located at
____________________, ____________________.
The corporate existence begins subsequent to the filing
of a Certificate of Incorporation with the Secretary of State.
REGISTERED
OFFICE-AGENT-DIRECTORS: It
was determined that ____________________ will serve as the
Registered Agent for the corporation and would use his business
address at ____________________ , ____________________ as the
registered office of the corporation.
In regard to the foregoing, the following resolution
passed unanimously: RESOLVED:
That
the new Corporation will be known as the
___________________________ (corporation); ____________________(name)
will serve as the
Registered Agent for the corporation; the Registered Office for
the corporation
will be at __________________________ (location),
____________________; the original incorporators will serve as
the Board of Directors; and an appropriate set of Bylaws will govern the
activities of the corporation.
The registered office and registered agent are
represented to the Secretary of State in conjunction with
____________________.
This
is not a substitute for legal advice. An
attorney must be consulted. |
|
BOARD MEMBERS: After
the foregoing resolution passed, there was a general discussion
relative to the service of Board Members and the individuals
incorporating the new business.
It was decided that from time to time the members of the
Board of Directors would function as officials
acting on behalf of the corporation and, in such
capacity, the actions of the board should be the sanctioned
actions of the company. RESOLVED:
All acts undertaken on behalf of the corporation by the
Board of Directors shall be and are hereby ratified as the
official acts of the company in order to expedite the
organization process.
CAPITALIZATION: The foregoing resolution passed unanimously whereupon the
total stock issue and the need for capitalization was reviewed.
It was determined that approximately Dollar
Amount_______________________________ ($____________) will be needed to
start the project.
NO PAR: It was suggested that the total number of shares to be issued
by the corporation be at least ____________ shares. Some discussion related to the value of the stock and its
likelihood to appreciate or depreciate over the years.
Therefore, it was suggested that the stock be issued at
____________. In
this regard the following resolution was proposed. RESOLVED:
That
the corporation be authorized to issue an aggregate of
____________ shares at ____________.
The foregoing resolution passed unanimously whereupon the
next order of business was a discussion regarding the interest
of various individuals in acquiring stock in the corporation.
In this regard ___________________________________ (names of
shareholder) would likely invest Dollar
Amount________________________________
($____________) each in property interest now held.
____________________________ (name of shareholder) discussed the
likelihood of investing Dollar Amount____________________
($____________). It
was anticipated that each of the individuals would share in the
investment made. ____________________ (name of shareholder)
indicated an interest in investing Dollar Amount
____________________ ($__________).
At an appropriate time during the next organizational
meeting and/or the First Meeting of Directors a resolution would
be passed for the issuance of stock in the corporation. This
is not a substitute for legal advice. An
attorney must be consulted. |
|
SMALL BUSINESS
CORPORATION: It
was determined that the corporation would function as a small
business corporation with no more than ____________ (number)
shareholders with a single class of stock and with only
individuals, estate and certain trusts eligible as shareholders. Nonresident aliens could not be shareholders.
UNAUTHORIZED ACTS:
It is understood that any action taken by the individuals
on behalf of the corporation as incorporators are unofficial
acts and will remain unofficial acts until the Articles of
Incorporation have been filed by the Secretary of State after
which a formal Organizational Meeting will be held.
There being no further business, the meeting was declared
adjourned.
Dated at ____________________ on this _____ day of
_______________ 20___. ____________________ ACTING
SECRETARY ____________________ ACTING
PRESIDENT
This
is not a substitute for legal advice. An
attorney must be consulted. |
This is not a substitute for legal
advice. An
attorney must be consulted.
Copyright © 1994 - 2015 by LAWCHEK, LTD.