Corporations

Can I be the CEO, CFO and Secretary of my corporation?

Yes. It’s not always ideal, especially if you’re looking at growing or bringing in investors, but the law allows it. And please stop calling it "my corporation". The more you do that, the more you expose yourself to personal liability. Think of it as separate and apart from you, and the rest of the world will too.

July 19th, 2015|0 Comments

Does my corporation have to have more than one director?

Not necessarily. In California, the default rule is one director per shareholder, and if there are more than 3 shareholders, then 3 minimum. You can always have more than you need.

July 19th, 2015|0 Comments

What’s the bare minimum I need to operate as a corporation?

In terms of capital (i.e., cash money), it depends on your business; one common rule of thumb is 3 months’ worth of cash to run the business. If you mean compliance, you’ll need annual minutes and, in California, an annual filing with the Secretary of State. You’ll also need to memorialize extraordinary transactions, like leases and financings, in your corporate records. Without minutes and/or consents, you could expose the shareholders personally to liability.

August 8th, 2015|0 Comments

What are corporate minutes?

Corporate minutes memorialize actions voted on and authorized by the corporation’s shareholders and directors at duly noticed meetings. Keeping these minutes up to date is critical to maintain the corporation’s liability shield, because without them, a claim could be made that the corporation as an entity separate from its shareholders wasn’t being treated seriously and [...]

February 19th, 2020|0 Comments

Do I have to pay directors and officers?

No. But depending on the directors' background, level of experience, and the value they bring to your business, you may want to consider some kind of compensation or even equity. Not only are they worth it, but you’ll get a commitment from them that won’t otherwise exist if they’re just donating time and expertise. Specifically with respect to officers, there is an expectation of payment.

August 10th, 2015|0 Comments

What’s the difference between a member in an LLC and a shareholder in a corporation?

I’m proud of you for asking such a clever question. Makes me wish the answer was just as thoughtful. Alas, it’s not: there’s no difference. A shareholder in a corporation, and a member in an LLC, are both nomenclature for defining owner. In fact, LLCs are flexible enough such that they can be structured to look like corporations, so their owners may also end up being “shareholders”. All that said, members in LLCs and shareholders in corporations are governed by different statutes, so their respective rights may differ.

August 10th, 2015|0 Comments

What is “par value”?

It used to mean more than it does now. California has dropped this as a concept, and where it’s still used, it’s for tax and fees purposes. Some states tax corporations based on capitalization, and they use par value to assess that tax. So you should not just “pick a number”. Some of the fees and taxes can be very expensive, so proceed cautiously. Delaware, for example, uses par value.

August 10th, 2015|0 Comments

Is it ok for me to use the same entity for both businesses? It feels more efficient to put my new business into the same corporation as my other business. The businesses are similar to each other, and I can’t afford the overhead of a new entity.

Though I appreciate your need to be thrifty when it comes to starting a new business, this sort of money-saving approach is inadvisable. Occasionally a company will have a “division” or some other kind of structure that makes sense by way of keeping all things under one umbrella. For example, a hardware store may open [...]

October 30th, 2020|0 Comments

Do shares in my corporation need to have a par value?

You need to declare a par value only when the state in which your corporation has been filed requires it. Delaware requires it.

August 10th, 2015|0 Comments