Corporations
13 important questions on Corporations
Director's Meetings: Notice
BoD Meeting: Dissenting
- If a director dissents and wants his dissent recorded in the minutes, he must send a registered letter to the corporate secretary immediately after the meeting.
- Presumption: A director who is present is presumed to concur with BoD action unless his dissent is duly recorded in the minutes.
2 Types of Shareholders Meetings:
2. Special
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Special Shareholders Meeting
- When: At the call of the (a) president, (b) board, or (c) 10% of shares entitled to vote.
- Where: Anywhere (But corp's registered office if bylaws are silent).
- Notice Requirements: (A) General Rule: Can be by mail between 10 + 60 days before meeting or (B) Fundamental Change: by mail between 21 + 60 days before meeting if a fundamental change is to be voted on (effective when mailed). . . Must state time, place, and purpose.
- Proxy Voting Allowed? Yes.
Which Shareholders are entitled to vote at meeting
- BoD may set the record date (for determining which SHs are entitled to vote) to be a date NOT more than 60 days before the meeting.
- If no record date is set (or more than 60 days before), the record date is deemed to be the date that notice of the meeting was given.
Shareholder Meetings: Quorum
Shareholder Vote Required to Approve
- ORDINARY MATTER: Majority of votes cast at the meeting.
- FUNDAMENTAL CHANGE: 2/3s of all outstanding shares entitled to vote.
Dissenting Shareholder's Appraisal Remedy - In General
Exception: Shareholders will not have the right to dissent if the corporations shares are (A) listed on a national securities exchange or (B) held of record by more than 2,00 shareholders.
In a corporations question, cite
Close Corporations (Shareholder Control): Formation
Close Corporations: Certificate of Formation Requirements
- Corporation's name
- Corporate purpose ("any lawful purpose)
- Period of duration (if not perpetual).
- Street address of registered office + name of registered agent
- Name + address of each organizer.
Close Corps: Management Pursuant to Shareholder's Agreement
Benefits of a close corp
The question on the page originate from the summary of the following study material:
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