After the decision to incorporate has been made, many other important decisions must be made. These important decisions may include:
- Deciding where to incorporate and choosing and reserving a corporate name
- Choosing a purpose clause and appointing an initial agent for service of process (before the articles of incorporation can be filed)
- Ensuring that corporate formalities are followed to prevent shareholders from becoming liable for corporate debts
- Considering the role of incorporators and promoters, as well as the method of compensating them, including reincorporation agreements and other forms of compensation
- Planning for or at least considering the other commitments that may have to be made before incorporation, whether embodied in preincorporation agreements to incorporate, preincorporation subscription agreements, or preincorporation contracts with third parties
- Deciding on such matters as financing and capital structure, the classes and number of shares to be issued, and to whom shares will be issued
- Considering subscription agreements, as well as compliance with California and federal securities requirements
- Deciding what other methods of capitalization will be used, such as commercial loans and non-cash assets.
- Arranging for the structure and organization of the corporation, including the rights and duties of directors, officers, and shareholders
- Drafting, executing and filing the articles of incorporation and bylaws
Many vital functions will be carried out at the first, or organizational, meeting or the board of directors meeting.
At the Law Offices of Mitchell S. Ostwald, our dedicated, experienced attorneys can help you with all your incorporation decisions. Contact us here.