Free Incorporators' Organizational Meeting

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Incorporators' Organizational Meeting

Corporation Details

Corporation Details

What are the rules for naming my corporation?A) A corporate name must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd."
B) A corporate name cannot contain any language stating or implying that it will transact one of the special kinds of businesses listed below unless it proposes in fact to engage in such special kind of business:
(1) business of a bank or trust company
(2) insurance company
(3) savings and loan association or savings bank
(4) railroad or other public service company
(5) utility or public service companies
C) A corporate name cannot contain any word or phrase that is prohibited by law.
D) A corporate name must be distinguishable from the name of all other entities in the state.

Your Incorporators' Organizational Meeting

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MINUTES OF THE ORGANIZATIONAL MEETING OF THE INCORPORATORS (individually the "Incorporator" and collectively the "Incorporators") of __________ (the "Corporation") held at __________, on July 16, 2024, at the hour of __________.

  1. The following Incorporator was present: ____________________.
  2. UPON MOTION, ____________________ acted as Chairman of the meeting and ____________________ acted as Secretary of the meeting.

Incorporators' Organizational Meeting

Alternate Names:

An Incorporators' Organizational Meeting is also known as:

  • Incorporators' Meeting Minutes
  • Minutes of Incorporators' Organizational Meeting
  • Incorporators' Meeting Agenda
  • Incorporators' Meeting Record
  • Corporate Minutes

What is an Incorporators' Organizational Meeting?

An Incorporators' Organizational Meeting is an initial meeting of the incorporators of a company where the initial resolutions to organize the company are recorded. This occurs after Articles of Incorporation are filed and a certificate of incorporation is received from the Secretary of State.

For instance, if directors were not named in the Articles of Incorporation, one of the items on the agenda of this organizational meeting will be to appoint them.

If initial directors were appointed by the Articles of Incorporation, the organizational meeting can be called by those directors. Otherwise the shareholders or the incorporators will hold this meeting.

It should be noted that notice of the meeting must go out to all participants in accordance with state law.

What is an incorporator?

An incorporator is a person (or a group of people) who organizes the corporation and files the Articles of Incorporation. Typically, the role of an incorporator is complete after the articles are filed and the organization is settled. After that, the responsibility of maintenance and management usually moves to the board of directors.

What is a corporate resolution?

A resolution is a decision approved by the incorporators, shareholders, or management of a corporation.

Resolutions can be made during a board meeting, or they can be made by an agreement without a meeting (as long as a written consent to action is obtained from the shareholders or directors involved).

In either case a record of the resolution should be kept with the corporate documents.

Why do you need to have an organizational meeting?

An organizational meeting is meant to help establish the particulars and structure of a corporation including:

  • Appointing directors and corporate officers
  • Obtaining and updating a minute book
  • Approving initial corporate bylaws
  • Approving share certificate forms and versions (for voting, non-voting, and preferred shares)
  • Appointing a banking institution
  • Approving a corporate seal
  • Processing share subscriptions
  • Approving the issuance of share certificates

The Incorporators' Organizational Meeting Minutes records these decisions or resolutions for the corporation's own records. The minutes are usually stored in corporate minute books for safekeeping.

Once these initial matters are settled, further meetings of the shareholders can be conducted annually for review of the performance of the company and to address any changes in structure, appointments of directors or corporate officers, bylaws, or otherwise.

It should be noted that an incorporators' meeting typically occurs only once, when the corporation is forming and organizing, and then the management moves from the incorporators to the board of directors where they might use a Directors' Resolution to record their actions and meeting minutes.

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Frequently Asked Questions:

Incorporators' Meeting FAQ
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