A corporation happens when “charter documents” are filed with the state, usually in a form either prescribed by the state or drafted by an attorney [ahem] and, once filed, creates a corporation. Corporations are a legal entity designed to protect its shareholders and directors from liability.
Call me! Seriously, the differences are numerous; here are a couple to get you started: LLCs have a more flexible tax structure, have fewer housekeeping requirements, but aren’t ideal for larger companies, especially those seeking outside investors. Corporations are, well, just read that last sentence but the opposite.
This is about as arcane as it gets . . . “Articles”. Be that as it may, we’re stuck with it as a word in corporate lingo. This is the document which provides the state, and therefore the public, with the initial information needed to bring the corporation into existence. It must follow certain state requirements minimally, and may also contain certain other provisions that may either be recommended generally, or may be required by certain investors. Sometimes this is referred to as the “corporate charter”.
That’s supposed to be the point of them, so I’m going to say . . . yes! However, you can become personally liable for your own negligence (or intentional bad acts). You may also become personally liable of the person suing you can prove that you didn’t follow corporate formalities, like holding meetings, maintaining minutes, or keeping enough working capital in the business’s accounts.
I have not filed any of the annual meeting minutes I was supposed to file once we formed the S-corp. I see there are companies that will do this for me, but I was thinking I should be a strategic corporation and actually have an annual meeting. There are so many “resources” online that I’m getting stuck in the weeds trying to figure it out. Do you know who I need to send these to and do you happen to have a “template” for what my meeting minutes should look like? Any help would be greatly appreciated.
Annual meeting minutes for corporations don’t get filed. They get drafted, signed and put in the corporate records book which is typically located at the corporation’s principal place of business. No two meetings are exactly alike; if you don’t hold a meeting, then the minutes do tend to be the same as each other. If you’d like [...]
Yes. There are some very case-specific nuances, especially when you get down to single-member LLCs, but unlikely anything that is going to effect you generally. Don’t obsess over this one unless you have plans to not pay taxes, for example.
Officers, in a corporate (and even LLC) setting are the individuals who perform the tasks of managing and operating the entity. In California, every corporation is required to have at least three officers: CEO, CFO, and Secretary. There can be more, but no less. LLCs don’t typically have officers, but they may at the discretion of its members.
Directors . . . direct! They set policy and guide the company with its business and direction. Directors are like the captains of ships; they know where the ship should go, and they tell the officers to make it happen.
In a word, yes. Is that always advisable? No. Is it typical in a very small single-shareholder corporation? Yes.
The term "manager" has a specific meaning with respect to an LLC. The manager in an LLC is somewhat akin to the director in a corporation. The confusing part is that it can also be akin to the CEO or other officers of a corporation as well. Typically, the manager, well, manages the affairs of the LLC. The manager is authorized to bind the LLC, subject to restrictions that they may be bound to by law or in the operating agreement. The manager may or may not also be responsible for the operations of the LLC, though in larger LLCs, those roles are typically spread out between several individuals. In what are member-managed LLCs, each of the members may act as a manager, binding the LLC. So be careful about how you file your LLC, as you may not want every member eligible to sign contracts, and if you do, then the bank or the landlord will be looking for everyone's signatures.