Tuesday, April 22, 2014 11:57:03 PM
"Are There Any Special Responsibilities Associated With Forming a Corporation?
The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors and transacting any other business. (See Section 404 of the Business Corporation Law.) The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting. (See Section 601 of the Business Corporation Law.)
The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. (See Section 624 of the Business Corporation Law.)
In addition, a meeting of shareholders must be held annually for the election of directors and the transaction of other business on a date fixed by or under the by-laws. (See Section 602 of the Business Corporation Law.)"
"Paragraph Fourth - Stock Structure
Every business corporation must designate in its certificate of incorporation the number of shares which the corporation shall have the authority to issue and must state whether the shares are with par value or without par value. Shares without par value may be issued or sold at any price. Shares with a stated par value cannot be issued or sold at a price less than the stated par value.
The form developed by the Department of State contains an authorized stock structure of 200 shares with no par value. Most corporations are formed with 200 shares no par value. Nothing more needs to be added unless you wish to have a different stock structure. If this is the case, delete the present statement and insert the desired number of shares and a statement of their par value or a statement that they are without par value.
There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)"
http://www.dos.ny.gov/corps/busguide.html
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