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Utilizing The Different Types of Corporate Documents

Aug 17, 2007
Managing a corporation is no easy task. The same is true of managing the various corporate documents that companies use on a day-to-day basis. Companies must record and file these corporate documents, since it is necessary for a corporation to maintain records for at least the last six years. The documents are proof that all the activities of the corporation are carried out according to the directives of the board of directors and the shareholders. A proper and efficient filing system is of paramount importance to be certain all the documents are safe from the dangers of theft. The loss of confidential papers due to inadequate security can cause great harm to the company

The Types Of Corporate Documents:
1.Article Of Incorporation: When the company is incorporated, the article of incorporation is the first basic document. It is the documented proof of the creation of the company, the corporate purposes, and the corporate powers. It authorizes the capitalization of the stock. It must be filed with the Secretary of State after paying an appropriate fee and having it notarized and signed by the incorporators.

2.Certificate Of Incorporation: The Secretary of State issues the certificate of incorporation after signing it and declaring the corporation to be a legal body as of its date of incorporation.

3.Consent Of Agent: The Consent of Agent serves the process of incorporation for the jurisdiction where the company was incorporated.

4.Bylaws And Amendments: The bylaws and the amendments of the articles of incorporation adopted by the corporation are integral to the proper running of a corporation.

5.Letters, Agreements, And Secretary Certificates: The corporation must keep safe the letters addressed to the shareholders, resignation letters of directors, secretary certificates and shareholders agreements.

6.Share Certificates And Stock Ledger: Copies of share certificates issued are filed and documented, as is the stock ledger with the folio pages. These provide information regarding the shareholder's name and address, the date of the share's issue, and documents with the shareholder's signature acknowledging the receipt of the certificates. Companies maintain the stock ledger to know exactly who owns each share of the corporation. Companies update it regularly with documented proof of such actions as transfer of the share, if it is an original issue of the share, if the share has been received as a gift from another share holder, if the shares have been transferred from a deceased shareholder to his estate, or if a joint survivorship agreement makes the joint owner of the shares the new single owner of all the shares in question.

7.Legal Documents: The company must deal with a lot of legal documents such as government related documents, franchise tax renewals, license renewal, and reports of the company's annual meetings. There are also legal documents relating to hiring of employees, purchasing, leasing or renting of assets, processes of litigation, and bankruptcy filing.

8.Financial Records: The company must document the financial records and maintain a current balance sheet, a profit and loss statement document, and a host of other documents related to the corporate finance. The company must keep safe bank statements, records of all payments made for transactions, the fees received and the scale of pay of each of its employees. There are documents concerning dividends and the type of dividends agreed on by the board of directors and the shareholders, the various resolutions proposed. These resolutions include those that the quorum accepts and the resolutions that the quorum rejects.

9.Other Important Documents: The minutes of all meetings, the consent in lieu documents, the notices, the waivers of notices, the stock subscription agreement, the alphabetical list of shareholders for a meeting, and the proxies for a meeting are other important documents.

Additional Help
Numerous software packages are available in the market online to help document and file these important documents for corporations.
About the Author
David Gass is President of Business Credit Services, Inc. His company publishes a free weekly e-newsletter on Small Business Consulting at their web site http://www.smallbusinessconsulting.com
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