Corporate Operating Formalities

Even if your corporation is run by a single person or director, there are still corporate formalities that must be met to maintain corporate status and avoid unintentional noncompliance with state law. One such requirement is holding initial and annual meetings. Lawyers Limited provides the initial meeting minutes in our complete package. Annual meetings are included as part of our annual resident agent services.

Corporate Officers

Corporate officers typically include the president, vice president, treasurer, and secretary. Additional positions may be added based on the needs of the corporation. Many states allow one person to serve in all officer roles. The duties and authority of each officer are defined in the corporate bylaws.

The President

The president is usually elected by the Board of Directors and is responsible for executing the directives issued by the board. This includes overseeing the daily operations of the company and ensuring compliance with the corporation’s mission and goals.

The Treasurer

While the Board of Directors generally sets financial policies, the treasurer manages the corporation’s bank accounts and maintains accurate financial records. The treasurer plays a key role in ensuring financial transparency and accountability within the corporation.

The Secretary

The secretary is primarily responsible for maintaining and safeguarding all corporate records. This includes keeping minutes of meetings, maintaining bylaws, and ensuring that required documents are properly filed with the state.

Board of Directors

The Board of Directors governs the corporation and is responsible for setting its fundamental policies and overseeing major decisions. Directors typically elect the president and delegate day-to-day operations to the president and other officers. The board acts in the best interest of the shareholders and ensures long-term strategic planning.

Corporate Shareholders

Shareholders, also known as stockholders, are the legal owners of the corporation. The board of directors and corporate officers owe a fiduciary duty to act in the shareholders’ best interests. Shareholders typically vote on key matters such as electing the board of directors, appointing the president, and approving significant changes in the corporation’s structure or bylaws. Specific rights and responsibilities of shareholders are defined in the corporate bylaws and applicable state laws.

Corporate Resolutions

Not every corporate decision requires a formal resolution. However, it’s wise to record major corporate decisions in writing through resolutions. Doing so strengthens the corporation’s legal protections by demonstrating that decisions were made on behalf of the corporation, rather than by individual owners or officers acting independently.