The real birth of the corporation takes place at the initial meeting of the incorporators and the initial board of directors. At this meeting, the stock is issued and the officers and board of directors are elected. Other business may also take place, such as opting for S corporation status or adopting employee benefit plans.
Usually, forms for minutes, stock certificates, taxes, and so on are prepared before the organizational meeting and used as a script for the meeting. They are then signed at the end of the meeting.
The agenda for the initial meeting is usually as follows:
- Sign the Waiver of Notice of Organization Meeting
- Note persons present
- Present and accept the articles of incorporation (the copy returned by the secretary of state)
- Elect the directors
- Adopt the bylaws
- Elect the officers
- Present and accept the corporate seal
- Present and accept the stock certificates
- Adopt the banking resolution
- Adopt the resolution accepting stock offers
- Adopt the resolution to reimburse expenses
- Adopt any special resolutions such as IRS Form 2553
The stock certificates are usually issued at the end of the meeting, but in some cases, such as when a prospective shareholder does not yet have money to pay for them, they are issued when paid for.
To issue the stock, the certificates should be completed by adding the name of the corporation, the state of incorporation, the number of shares the certificate represents, and the person to whom the certificate is issued. Each certificate should be numbered in order to keep track of it.
A record of the stock issuance should be made on the stock transfer ledger and kept for your records. Some states may charge taxes or fees upon the issuance of stock. You should check with an attorney or tax professional to determine all necessary taxes or fees.