Five Must-Dos When Setting Up a Corporation

Bylaws. Corporations must have bylaws describing shareholders’ rights and the company’s operating procedures. Says who? Your state’s legislature. Bylaws shouldn’t be long and boring; they should be short and boring. All bylaws basically read the same with certain important clauses textured specifically to your business. Have a lawyer or OlyverApp prepare them.

Organizational Meeting. The shareholders must have an organizational meeting. You don’t have to sit around a rented board room wearing suits you can’t afford. A Zoom meeting at which no one is wearing pants is fine (provided everyone stays seated). At the Organizational Meeting, you must appoint a board of directors and approve the bylaws. After that, discuss whatever you want.

Board of Directors. No, you’re not IBM. Yes, you must still have at least one director. In a traditional corporate hierarchy, the directors report to the shareholders and oversee the people who run the company (i.e., the officers). Most startups don’t have such a rigid structure, but since the majority of corporate laws were written approximately around the time of the Magna Carta (that’s the 13th century), you still have to name a director. Stop saying “this is stupid” and do it.

A President and a Secretary. Again, your business won’t be tightly structured. But the Board of Directors must appoint a president to oversee day-to-day operations and a secretary to keep corporate records, issue notices, and keep meeting minutes.

Register to Do Business Wherever You Have a Business Presence If you incorporated in New York but have a “business presence” like employees or property in New Jersey and Connecticut, you have to register in each of those other states as a “foreign corporation”. Unfortunately, it’s basically a way of telling those jurisdictions not to forget to tax you. But not registering where required carries steep penalties. OlyverApp helps you determine where to register and takes you through the process.