Helping Your Clients "Organize" Their New Corporations

Even after a corporation is legally in existence, it is still necessary to “organize” it to do business. Organizing a corporation usually means the election of officers, the subscription and payment of the capital stock, the adoption of bylaws, and such other steps as are necessary to give the legal entity the capacity to transact the legitimate business for which it was created.  Most of the organizational steps will generally be taken at an organizational meeting of the board of directors of the new corporation; however, an actual meeting may often be dispensed with if the directors are able, and willing, to take the necessary actions by unanimous written consent.  Even if the actions are taken by written consent, you should have a meeting with all of the initial directors, in person or by phone, to briefly go over each of the key steps that are outlined in the consent action.  A template you can use to guide your clients through the organizational actions can be found at §9:156 of Business Transactions Solution on Westlaw Next.

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