Initial Business Formation & Administration
The first decision you have to make when starting a new business is what type of business you would like to run. If it is something simple like a sole proprietorship, a partnership with a close friend, or a single-member LLC, then Louisiana makes registering your business with the Secretary of State’s website easy and convenient.
However, the formation of a C-Corporations or complex Partnership requires detailed agreements, governance, and reporting. For instance, C-Corporations must hold annual shareholder and director meetings, maintain accurate corporate minutes, and submit comprehensive annual reports. Our law firm offers to take on all of the finite details on your behalf, so you don’t have to.
Below is a list of the tasks that our attorneys accomplish for C-Corporation businesses.
Requirements for the Formation & Administration of a C-Corporation
- Original Business Filing
Drafting the Articles of Incorporation - Company Bylaws
Creating the multiple aspects of the company bylaws as listed below - Board of Directors
Establishing a Board of Directors and appointing the officers for their positions - Shareholders Stock
Issuing stock to founding shareholders and assigning percentages for taxes, dividends and reporting - Annual Shareholder & Director Meetings
Documenting the annual meeting with accurate minutes to submit with the annual reports - Shareholder Dividends
Formally approving shareholder dividends by the Board of Directors - Detailed Financial Reporting
Publicly traded and large private companies submit state and federal financial reports
What is not commonly known is that the company bylaws can consume a lot time, resources, and people in decision-making positions, as they include information which defines business operations and management. A small or sometimes moderately-sized business can start with a template and go through the DIY process of creating bylaws. However, for a larger corporation with multiple owners, a large Board of Directors, and many shareholders, these bylaws need to be done correctly from the business formation to ensure that they are defined and in place when they are needed.
Below is a list of all of the information included in the bylaws.
Core Information Included in Company Bylaws
- General Identification
The official corporate name, principal business address, and primary statement of business purpose - Board of Directors
The size or range of the board, member qualifications, length of terms, and procedures for electing, removing, or replacing directors - Officer Roles and Responsibilities
Officer types (such as President, Secretary, Treasurer, etc.), daily duties, and how officers are appointed, compensated, or removed - Shareholder and Board Meetings
Schedules for annual and special meetings, required notice periods, rules for proxy voting, and how many participants must be present to form a quorum - Voting Rules and Procedures
The threshold or majority vote required to pass resolutions, make decisions, or approve corporate actions - Stock and Share Issuance
Details on authorized share types (common or preferred stock), stock certificates, and rules or restrictions regarding share transfers - Committees
Guidelines for creating, disbanding, and delegating responsibilities to board sub-committees (such as audit or compensation committees) - Conflicts of Interest
Mandatory disclosure rules and recusal procedures when a director or officer has a personal or financial conflict - Indemnification
Legal protection and liability rules for holding directors and officers harmless against certain lawsuits or legal claims - Amendment Procedures
The specific voting process required to change or repeal the bylaws as the company grows - General Administrative Rules
The definition of the company’s fiscal year, rules for using the corporate seal, and protocols for maintaining internal corporate records
As you can see, depending on the size, type, and categorization of your business, there is a lot of information and strategic decisions to be made about your business operations. You may the assistance of an experienced attorney to not only advise you on the best category and type for your business but also to help you create and file the paperwork you will need with the proper entities and authorities.
Feel free to Reach Out to Lawrence, Curlin & Associates for a consultation on the formation and organization of your business!