The Statement of Incorporator is usually issued at the first incorporators’ organizational meeting. Among others, it may designate the initial board of directors.
Moreover, a person who participated in forming a corporation may issue a Statement of Incorporator to announce their plan to resign and move on.
Many things go into the records or minute book of a corporation. The incorporator or incorporators’ job is done after the articles of incorporation are filed with the state.
The incorporators may stay with the corporation in another capacity, such as shareholders, officers, directors, or a combination. Conversely, in the event the incorporators would rather cut ties with the corporate entity, they would execute a Statement of Incorporator and resign.
At the initial incorporators’ organizational meeting, the formal transfer of management responsibilities may also take place. If that is the case, the Statement of Incorporator would also appoint the board of directors.
Depending on your state, a Statement of Incorporator may also be known as:
Certificate of Incorporation
Incorporator’s Statement
Statement of the Incorporator
State of Incorporation
Incorporators’ Organizational Meeting
Resignation of Incorporator
After the incorporators have successfully set up a corporation, they usually meet in the initial incorporators’ organizational meeting to decide how to move forward with the corporation.
The most important topics discussed in the organizational meeting are recorded in a Statement of Incorporator. The content of the statement may appoint the initial directors, if not already set in the incorporation articles. In individual states, incorporators can bypass the initial organizational meeting and simply release a Statement of Incorporator to name the directors and officers.
Furthermore, as mentioned earlier, the incorporators can also formally extricate themselves from the corporation with a Statement of Incorporator.
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The Statement of Incorporator is essential to the management of a fledgling corporation. You can rely on 360 Legal Forms to produce an appropriate document under best practices and your state legislation.
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To create your document, please provide:
Recital: The introductory statement, including the legal name of the corporation and its state of formation.
Resolutions: The resolutions passed in the initial collaborators’ organizational meeting, including the transfer of management responsibilities from the incorporators to the directors and shareholders.
Effective Date: The date of the statement or the initial incorporators’ organizational meeting, whichever applicable.
Signatures: All incorporators are required to sign the statement.
Incorporator: A person responsible for drafting and filing the articles of incorporation for the formation of a new corporation.
Articles of Incorporation: Known as the certificate of incorporation in some states, these formational documents are filed with a state to establish a new corporation, including non-profits.
Shareholder: A person or entity that owns shares in a corporation.
Chairman of the Board: The leader of the board of directors.
Organizer: The LLC’s version of an Incorporator.
All the incorporators must sign the Statement of Incorporator document. While it is generally not necessary to involve a notary public, you may choose to do so to better prevent any challenge to the signatures at a later time.
By its nature, the Statement of Incorporator is an internal document that does not have to be filed with the state. Optionally, you can make or print additional copies for distribution to shareholders and directors.
No. But an incorporator can be a shareholder or part-owner of the corporation, but before that, an incorporator is responsible for the initial formation of the corporation. An incorporator does not have to be a shareholder, but he or she can buy into the corporation at a later date, assuming that the shares are available for sale.
Preferably, an incorporator is someone who knows the rope and is capable of making decisions for the corporation without running afoul of regulations. Is it any wonder that nowadays, most Americans use a company formation attorney to serve as an incorporator.
A corporation should have a unique corporate seal. Most commonly, it comes in the form of a metal press that you can apply to a document for authentication purposes. It is not unheard of for a corporation to put its seal on its own Statement of Incorporator.
Since the person who forms a corporation is its incorporator and the person who forms an LLC is its organizer, the Statements of Incorporator and Organizer are selfsame documents for a corporation and an LLC, respectively.
The only way to officially cancel a corporation is to dissolve it. That means the filing of articles of dissolution in the same state where the articles of incorporation were filed. If not, you may still be responsible to file taxes for the corporation, as well as any fees that may accrue.
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