The Client is always the incorporator
The organization process involves the preparation of the , , and
All documents must be dated effective at the incorporation date
Resolutions are a way to make
Resolutions MUST include the following:
Company name, date, signatures, RESOLVED THAT
Company name, headings, page numbers, signatures
RESOLVED THAT, signatures, headings
What are the two types of resolutions?
Directors' and Incorporators' resolutions
Directors and Officers resolutions
Directors and Shareholders resolutions
Shareholders and Company resolutions
Directors have the authority to allot shares to shareholders
Shareholders resolve to appoint the bank
Directors set the financial year end
Incorporators issue share certificates
Incorporation Documents can be approved and adopted at any time by the shareholders
Shareholders have the authority to appoint directors
Shareholders resolve to waive the appointment of an auditor
Directors can limit inspection of Records
A records book is also known as a
the records book contains records from
correspondences are included in the records book
The records book is necessary for three reasons: 1. 2. 3. for documents at the registry
the records must be kept in paper form
Current directors can inspect all records under Table 1 (unamended)
Former directors can inspect all records
Shareholders can inspect all records except:
they can inspect all records
directors minutes, resolutions, disclosures, and dissents
registers
Directors' registers, resolutions, and dissents
The records book must be organized with coloured tabs to indicate separate sections
all documents must be date/time stamped
Where do most firms stamp a document?
top right
top left or back of document
top or bottom centre
bottom right or back of document
what should you do if an envelope is delivered to your desk with not date/time stamp? What date/time should you use
estimate when it would have arrived at reception
date/time you received it
Don't stamp it
ask reception when it was received
When must the Annual Report be filed?
within 2 months after the company's anniversary
2 months before the Company's anniversary
on the company's anniversary
How many years in a row can a company neglect to file an Annual Report before it is dissolved?
3 years
2 years
1 year; it has to be filed every year
4 years
the Annual Report is electronically filed
an AGM is an
Time Limit for the first AGM is after incorporation
the AGM should take place within of the last annual
Alternatives to holding an AGM (for private companies) are: 1) in of AGM 2) to a 3) the AGM for that year
The AGM is for Directors
What business is transacted at an AGM? 1) Approval of 2) appointment of/ 3) approval of 4) election of (if applicable)
Only Shareholders have the power to limit hours of records inspection
