Keywords: New York, checklist, preliminary meeting, organizers, corporation, minutes Title: New York Corporation Organizer's Preliminary Meeting Checklist Introduction: When organizing a corporation in New York, a preliminary meeting of organizers is crucial to lay the groundwork for a successful venture. This checklist outlines the matters that should be considered during this meeting, ensuring that important decisions are discussed and documented in the minutes. Let's explore the key topics to cover in this gathering. 1. Selection of Corporate Name: During the preliminary meeting, organizers must discuss and finalize the desired name for the corporation. It is essential to ensure that the chosen name complies with New York State's naming requirements and does not infringe on any existing trademark rights. 2. Purpose of the Corporation: Defining the corporation's purpose is critical. Organizers should discuss and document the primary business activities the company will engage in to guide future operations and decision-making. 3. Formation of the Board of Directors: The establishment of the board of directors is a key step in the preliminary meeting. Considerations include determining the number of directors, selecting initial members, and outlining their roles and responsibilities. 4. Appointment of Officers: Organizers need to address the appointment and roles of officers within the corporation. This may include positions such as CEO, CFO, and Secretary. Clearly defining their responsibilities helps establish a functional management structure. 5. Initial Capitalization: Organizers must decide on the initial capitalization of the corporation. This involves determining the number of authorized shares, their par value (if any), and allocating shares among the founders, directors, and potential investors. 6. Incorporated Duties: Discuss the responsibilities of the incorporated(s), who will handle the necessary paperwork filed with the New York Department of State. Ensure that the incorporated understands their role in the corporation's formation process. 7. Adopting Bylaws: Bylaws serve as the internal rules and regulations governing the corporation's operations. Reviewing, discussing, and adopting initial bylaws at the preliminary meeting facilitates effective decision-making and governance within the corporation. 8. Registered Agent: Designate a registered agent who will serve as the primary contact for legal and governmental communications. This individual or entity must have a physical address within New York and be available during regular business hours. Other Types of New York Checklist for Preliminary Meetings: a) Non-profit Corporation Organizer's Preliminary Meeting Checklist: For those forming a non-profit corporation in New York, additional matters to be considered include obtaining tax-exempt status, governance structures specific to non-profits, and compliance with charitable regulations. b) Professional Corporation Organizer's Preliminary Meeting Checklist: If establishing a professional corporation, organizers should address matters specific to professional licensing, such as membership qualifications, acceptable business practices, and adherence to professional standards. Conclusion: Organizers of a corporation in New York must diligently address various matters during the preliminary meeting to ensure a smooth and legally compliant formation process. By adhering to a comprehensive checklist and documenting decisions in the meeting minutes, organizers can lay a strong foundation for their corporation's success.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.