Corporate Law

The Client is always the incorporator

The organization process involves the preparation of the [blank_start]records book[blank_end], [blank_start]resolutions[blank_end], and [blank_start]registers[blank_end]

All documents must be dated effective at the incorporation date

Resolutions are a [blank_start]formal[blank_end] way to make [blank_start]decisions[blank_end]

Resolutions MUST include the following:

What are the two types of 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 [blank_start]minute book[blank_end]

the records book contains records from [blank_start]incorporation to dissolution[blank_end]

correspondences are included in the records book

The records book is necessary for three reasons: 1. [blank_start]memory of the company[blank_end] 2. [blank_start]unlimited lifespan[blank_end] 3. [blank_start]back up[blank_end] 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:

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?

what should you do if an envelope is delivered to your desk with not date/time stamp? What date/time should you use

When must the Annual Report be filed?

How many years in a row can a company neglect to file an Annual Report before it is dissolved?

the Annual Report is electronically filed

an AGM is an [blank_start]Annual General Meeting[blank_end]

Time Limit for the first AGM is [blank_start]18 months[blank_end] after incorporation

the AGM should take place within [blank_start]15 months[blank_end] of the last annual [blank_start]reference date[blank_end]

Alternatives to holding an AGM (for private companies) are: 1) [blank_start]resolutions[blank_end] in [blank_start]lieu[blank_end] of AGM 2) [blank_start]Defer[blank_end] to a [blank_start]later date[blank_end] 3) [blank_start]Waive[blank_end] the AGM for that year

The AGM is for Directors

What business is transacted at an AGM? 1) Approval of [blank_start]financial statements[blank_end] 2) appointment of/[blank_start]waiver of auditors[blank_end] 3) approval of [blank_start]directors' actions[blank_end] 4) election of [blank_start]directors[blank_end] (if applicable)

Only Shareholders have the power to limit hours of records inspection