Clik here to view.
What is a Board of Directors?
This post is based on a Quora question that I answered: Q. What is the board of directors? What are the functions of the board of directors? What is the function of each member of the board? A. The...
View ArticleClik here to view.
How Can We Add a Co-founder to Our Corporation?
This post is based on a question about how to add a co-founder to a corporation that I answered recently on Avvo. The question and answer are paraphrased below. Q. I would like to add a co-founder to...
View ArticleClik here to view.
The Definition of Director May Depend on the Context
While working with one of my international clients several months ago, I re-learned a lesson that I already knew: The meaning of a word (in this case, the definition of Director) may depend on the...
View ArticleClik here to view.
Directors’ Inspection Rights Include (Almost) Anything in California
I have written about shareholders’ rights to inspect corporate financial records and shareholder lists. This post discusses directors’ inspection rights, which are far greater. California Corporations...
View ArticleClik here to view.
Do Corporate Directors’ Voting Rights Depend on the Number of Shares They Own?
This post about corporate directors’ voting rights is based on a question that I answered recently both for a client and on Quora. Q. Do corporate directors’ voting rights depend on the number of...
View ArticleClik here to view.
Required Officers – California Corporations are Unique
Officers conduct a corporation’s day-to-day business. Among the states, California law is unique in its set of required officers. California Corporations Code Section 312(a) states the each California...
View ArticleClik here to view.
Who Appoints the Members of a Board Committee?
This post addresses a generalized version of a question that I answered on Quora concerning committees of corporate boards of directors. Q. Who appoints the members of a board committee? A. Appointment...
View ArticleClik here to view.
What Is a Unanimous Written Consent?
The FreeBSD Foundation – Unanimous Written Consent of Directors This post explains what a Unanimous Written Consent is. (Sometimes it is called an Action by Unanimous Written Consent.) The term...
View ArticleClik here to view.
How Do We Issue Corporate Shares?
Several weeks ago, I wrote about how to issue LLC membership interests. In this post, I am addressing how a small corporation should issue corporate shares. To start, one must examine the Certificate...
View ArticleClik here to view.
Directors’ Voting Rights Can Be Limited
This post about limiting directors’ voting rights is based on my answer to a Quora question. (See Can a business owner draw up bylaws/articles of an organization that limit voting rights of directors?)...
View ArticleClik here to view.
What Does an Incorporator Do?
This post discusses the role of the incorporator when a corporation is formed and is based on a Quora answer that I provided. Please see When a third party files Articles of Incorporation as the...
View ArticleClik here to view.
Shareholder Approval Requirements in California
This post discusses which corporate actions require shareholder approval. The following pertains to California corporations. Corporations formed in other states will have different requirements....
View ArticleClik here to view.
When is a Shareholder Vote Required?
This post discusses when a California corporation must hold a shareholder vote. It is based on an Avvo answer that I wrote recently. Please see Beside elections, are there corporate decisions that...
View ArticleClik here to view.
What is a Certificate of Determination?
One of my Avvo answers led me to write this post. Please see CA corp Certificate of Determination: must it include tag-along and drag-along provisions? Corporations, by default, issue common shares to...
View ArticleClik here to view.
Corporate Officers Need Not Be Human Beings
This post discusses my surprise at finding that there apparently is no requirement that corporate officers be human beings. My answer to a Quora question is the basis for this post. Please see Could an...
View ArticleClik here to view.
How Can I Calculate My Share Ownership Percentage?
I am writing this post about calculating one’s share ownership percentage because of an email exchange I had on behalf of a client. We had formed a Delaware corporation with 10 million authorized...
View ArticleClik here to view.
Parent and Subsidiary – Who Owns What?
I am writing this post about parent and subsidiary ownership because of a question that I answered recently on Quora and a similar question that a prospective client posed to me. (Please see Can an LLC...
View ArticleClik here to view.
What Are My Entity’s Compliance Obligations?
Frequently, the first service I provide to a client is to form a new legal entity (corporation or limited liability company). And frequently, once that entity is formed, the client’s first question is...
View ArticleClik here to view.
What Does It Mean to Hold X Shares?
I am writing this post because of a Quora question that I answered. Please see What does it mean when you have X shares in a company? Before addressing the significance of the number of shares, I will...
View ArticleClik here to view.
When is a Shareholder Vote Required?
This post discusses when a California corporation must hold a shareholder vote. It is based on an Avvo answer that I wrote recently. Please see Beside elections, are there corporate decisions that...
View Article