The legal instrument that establishes the corporation as a distinct legal entity from its owners is called the Articles of Incorporation. This document contains information about the corporation’s name, goals, location, as well as the quantity and kind of stock that will be issued. The first directors and officials of the corporation are also listed, along with their names and residences.
On the other hand, the corporation’s daily operations are governed by the bylaws. The methods for choosing directors and officers, running meetings, making decisions, and running the organization are all outlined in the bylaws. The resolution of conflicts of interest and the removal of directors or officers are two more things that are commonly covered by bylaws.
The bylaws are an internal document that is not submitted to any governmental body, whereas the articles of incorporation are filed with the state where the corporation is based. The bylaws can also be changed by the board of directors, whereas the Articles of Incorporation can only be changed by a vote of the shareholders.
A constitution and bylaws are comparable to bylaws in terms of other relevant questions, however they are often employed by non-profit organizations. The bylaws include more specific operational guidelines than the constitution, which sets forth the organization’s form and purpose.
The government enacts statutory instruments, which have legal authority. These tools are often produced by a government department or agency and are used to carry out laws or regulations.
Finally, state laws that regulate a wide range of activities and enterprises within the state are sometimes referred to as statutes, codes, or regulations. The state legislature or state agency enact these laws, and the state government is responsible for enforcing them.
In conclusion, it should be noted that both the bylaws and the articles of incorporation are crucial for a corporation to operate properly. The bylaws set forth the procedures that the corporation will follow, while the articles of incorporation establish the corporation as a distinct legal body. To properly organize and administer their corporation, business owners must be aware of the variations between these forms.
Yes, a board resolution is a legal document that summarizes a corporation board of directors’ deliberations. It serves as an official record of the board’s decisions and deeds and can be cited in court. For major business decisions like approving a merger or acquisition, issuing shares, or adopting bylaws or articles of incorporation, a board resolution is often necessary.