Post-incorporation documents: what they are and what they mean.
Post-incorporation documents provide clear and necessary information about operations, the board of directors, issuance of stock, and other vital details about the corporation once incorporation has been completed.
These are the documents Firstbase.io usually prepare for customers who purchase the corporation package.
Action by written consent of the sole incorporator states the appointment of the board of directors and the adoption of the bylaws. This document is crucial in determining the most important actions of a corporation which include bylaws, the names of the initial directors, the resignation of the incorporator, and the authorization for the board of directors to issue shares and to act on behalf of the corporation.
Bylaws state the day-to-day operation of the company, define the rights and capacities of the officers and managers, and contain procedures for shareholder meetings and voting.
Certificate of Incorporation ensures that the corporation is a legal entity.
Certificate of Secretary is signed by the company secretary who holds together the company and carries out several important functions.
Stock Certificates are given to each stockholder in the company — they identify the number of shares purchased by each shareholder and mention any other necessary provisions such as restrictions on resale and transfer.
Indemnity Agreement removes liability from the corporation for any harm or damage done by its products or services.
Initial Action by the Board of Directors finalizes the organization through the appointment of Officers and authorization of shares to stockholders.
Stock Purchase Agreement states the outline for ownership and allocation of shares in the company. It also includes vesting provisions, transfers restrictions, and establishes rights to repurchase unvested shares.
Stockholder Consent allows stockholders to act without having meetings.
Stockholder consent to receive electronic notices, usually done by email, is considered to be official if the electronic transmission provides sufficient information showing that the electronic transmission came from the stockholder and that there is a clear date in which the document was submitted.
Stockholder Consent of Indemnification Agreement provides consented protection against harm or loss, removes liability from the company, and allows for compensation should such harm or loss occur. This form is approved by stockholders of a start-up company.
Technology Assignment Agreement is a form that assigns the IP rights for technology developed FOR the business TO the business. It allows for some form of the legal protection of new and innovative technology which is introduced by the startup.
Unanimous written consent lists the consented actions during the company’s formation. This document allows the approval of the sale of stock to the founders of the company, appointment of officers to the company and the authorization of these officers of the company to act on the company’s behalf by the Board of Directors.
Once you have set up your corporation, it is important to always have these documents drafted and safely secured. These documents can prevent tax liabilities, civil liabilities, and even personal liabilities, protect the personal assets of the owners, and keep your corporation in good standing with the state of incorporation. Making sure that your corporation is in good standing by having these documents is important for your business as you will face unnecessary legal issues without them.
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