* How Many Shares of Stock will my Corporation Need?
The number of initial shares your corporation is authorized to distribute is specified in the Articles of Incorporation or Certificate of Incorporation. The actual number typically does not matter and can be set at your discretion.
The bylaws of a corporation are internal document/s that has rules for holding corporate meetings and carrying out other corporate. Bylaws do not get filed with the state.
* Am I Required to hold Corporate Meetings?
Once you receive the filed Certificate of Incorporation, which signifies the formation of the corporation by your state, your corporation will need to hold an organizational meeting of the initial shareholders and directors. At this meeting the directors will typically adopt bylaws, distribute stock to initial shareholders, and appoint officers. Also, in many states, directors must meet at least once a year, as directors typically must be elected or reelected every year. At the annual meeting the board members accept their election to the board and coduct all other necessary business. The date, time, and location of the annual meeting is typically specified in the bylaws. Other regular meetings may be specified in the bylaws. Special meetings may be called, and it is typically required that directors receive written notice of the date, place, and purpose all special meetings of directors. These formalities are important; failure to follow these formalities and properly document your meetings (i.e. keeping minutes) can place your corporate status in jeopardy. The necessary record keeping material, sample bylaws, and stock certificates are included in the Customized Corporate Kit.
An S Corporation is a special form of corporation which gets its name because it is pursuant to sub chapter S of the tax code. S Corporations are formed in the same manner as C Corporations but must file IRS form 2553 for federal recognition of S Corp status. (IncBrothers can help with that!) but they are not treated as a separate tax entity as C Corporations are. The S Corporation is a “pass through” entity, similar to that of an LLC. Income derived of an S Corporation is “passed through” to the personal income of its owners. There are certain pass-through differences between the S Corp and the LLC such as in the area of self employment taxes; It is advisable to consult with appropriate tax professionals in this area.