Board Directors Corporate Without In California

State:
Multi-State
Control #:
US-0018-CR
Format:
Word; 
Rich Text
Instant download

Description

Form with which the Directors of a corporation waive the necessity of a first meeting of directors.


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FAQ

You can appoint yourself as a registered agent, but your name and address would be publicly available, and you'd need to stay at the registered office during business hours. You can perform an online business search on the Bizfile Online website to look for businesses and their registered agents.

To submit Form SI-100, you may file it online at the California Secretary of State's website or mail it to the Statement of Information Unit at P.O. Box 944230, Sacramento, CA 94244-2300. For in-person submissions, visit the Sacramento office located at 1500 11th Street, Sacramento, CA 95814.

If your business is a corporation, then you are required by law to have a board of directors. Depending on your particular corporate structure and your state, one or two directors may be all that's legally required.

If you cancel your LLC within one year of organizing, you can file Short form cancellation (SOS Form LLC-4/8) with the SOS. Your LLC will not be subject to the annual $800 tax for its first tax year.

Corporations are required to have not less than three directors unless (1) shares have not been issued, then the number can be one or two, (2) the corporation has one shareholder, then the number can be one or two, or (3) the corporation has two shareholders, then the number can be two.

12362. (a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 12223).

Cal. Corp. Code § 312(a). Words in statutes are generally construed in ance with their plain and commonsense meaning, so this provision can be read to mean that a California corporation may only have “a”—that is, one—president.

That said, the board is generally responsible for choosing the corporate officers, selling shares of the company, distributing dividends, and responding to merger and takeover offers. The board has a fiduciary duty to act in the best interest of the shareholders.

A corporation is required by California law to have at least three directors. However, the corporation may have one director if the corporation has only one shareholder; and the corporation must have at least two directors if the corporation has only two shareholders.

If your business is a corporation, then you are required by law to have a board of directors. Depending on your particular corporate structure and your state, one or two directors may be all that's legally required.

More info

Directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. You need to give an address for each director on the form sent to the Secretary of State, but there is no restriction on where that address is.The bottom line: corporate bylaws are not legally required, but they're pretty much essential for your corporation. Who Prepares the Bylaws? The number or minimum number of directors shall not be less than three. The minimum number of directors a corporation has to have depends on the number of shareholders in the company. There is no maximum number in a fixed board. What are the duties of Directors of a California nonprofit public benefit corporation? Section 622 of the Unemployment Insurance Code, however, does not address the employment classification of advisory board members.

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Board Directors Corporate Without In California