A primary purpose of a properly formed corporation is to protect you from individual liability related to your business activities. Our office performs thorough and detailed work to assist you in achieving this standard. Our goals:
- To make sure your corporation is properly formed pursuant to the statutory requirements.
- To clarify the business relationships between shareholders to avoid further disputes.
- To assist you in developing a working knowledge of how to maintain your corporation in the future.
Our work includes:
- Discussing the corporate formation process and the nature and goals of your business with you.
- Drafting the Call and Waiver of Notice of First Meeting of Incorporators.
- Drafting the Minutes of First Meeting of Incorporators.
- Drafting the Articles of Incorporation.
- Drafting the Consent to Serve as Registered Agent
- Meeting with you to sign the Call and Waiver of Notice of First Meeting of Incorporators, Minutes of First Meeting of Incorporators, Articles of Incorporation, and Consent to Serve as Registered Agent.
- Filing the Articles of Incorporation and Consent to Serve as Registered Agent with Washington Secretary of State’s office.
- Confirming that your corporation has been formed.
- Communicating with your CPA about whether your corporation is a C-corporation or S-corporation.
- Communicating with your CPA about the number of shares that each shareholder should be issued.
- Communicating with your CPA about the initial capital contribution of each shareholder.
- Communicating with you regarding corporate officers, directors and shareholders.
- Communicating with you about your corporate bank account.
- Writing a detailed letter of instruction to you about how to follow up to properly maintain your corporation.
- Drafting the Call and Waiver of Notice of First Meeting of Shareholders.
- Drafting the Minutes of First Meeting of Shareholders.
- Drafting the Call and Waiver of Notice of Organizational Meeting of Board of Directors.
- Drafting the Minutes of Organizational Meeting of Board of Directors.
- Drafting your corporate Bylaws.
- Drafting Oaths of Director for each corporate director.
- Preparing Stock Certificates for each shareholder.
- Preparing Stock Receipts for each shareholder.
- Creating a Stock Journal.
- Preparing a Stock Subscription List.
- Discussing all follow up corporate documents with you as needed to ensure your knowledge and understanding of the process.
- Meeting with you to sign: Call and Waiver of Notice of First Meeting of Shareholders; Minutes of First Meeting of Shareholders; Call and Waiver of Notice of Organizational Meeting of Board of Directors; Minutes of Organizational Meeting of Board of Directors; Corporate Bylaws; Oaths of Director for each corporate director; Stock Certificates for each shareholder; Stock Receipts for each shareholder; Stock Journal; and Stock Subscription List.
- Organizing your corporate Minute Book, and providing the Minute Book and seal to your office for reference.
- Working with you, as needed, to develop Buy Sell Agreements to protect corporate shares from being sold or distributed to third parties.
- Being available to answer all questions, providing on-going representation to conduct annual corporate meetings as required by Washington law, and meeting the other legal needs of your business.
Any questions? Please contact Stacey’s office at inquiry@staceyromberg.com.
This overview provides general information and not legal advice or opinions on specific facts.