Organizing Your Corporation – The Basics

The internal organization of your corporation is a vital initial step. Even the smallest of companies must adhere to these organizational steps. An orderly beginning will direct you to a well organized business.

Although you were required to list the first members of the corporation's board of directors when you incorporated, this group essentially gets the business "off the ground." At the first meeting of the corporation's shareholders, the permanent directors are elected. While all this may sound rather grandiose for a small company, keep in mind that your rights and obligations are no different than the "major players."

At an early date in the corporation's organization, one of the initial directors will call an organizational meeting. All the initial directors must receive notification in writing at least five days prior to the meeting. The notification must indicate the date, time, and location of the meeting.

What is the purpose of this meeting? Several items, which must appear on the agenda, may be discussed:

• creating by-laws of the corporation (the by-laws have to be ratified by the shareholders at the first annual meeting);
• adoption of forms of security certificates and corporate records;
• appointment of officers;
• authorizing issuance of shares and/or other types of securities;
• appointment of an interim auditor until the shareholders ratify the appointment;
• organize banking protocols; and
• discuss any outstanding pertinent issues.

Keep in mind that it is imperative to keep written minutes of all meetings as well as copies of all documents, agendas, correspondence, etc. An orderly set of records may be very useful for you at a later date. It also may be necessary in the future should there be any need for clarifications by government or other official agencies.

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