Video instructions and help with filling out and completing Why Form 2220 Incorporation

Instructions and Help about Why Form 2220 Incorporation

The certificate of incorporation is the document that that Cree under Delaware law or under California law to wherever you're going to incorporate whatever whoever's laws you choose to incorporate your entity the way that you incorporate is by filing this certificate of incorporation with the Secretary of State in that state in some states it's called something different the Articles of Incorporation if it's a limited liability company it'll be called a certificate of formation but basically it has the same purpose which is to bring into existence your entity as an entity incorporated under the laws of that state and so typically a certificate of incorporation that's filed say in Delaware will be a very short document it doesn't have a lot of detail it'll state for example your registered address in the state where you're incorporating your the agent for service of process in the state and how many shares the company is authorized to issue the par value which is sort of the nominal or symbolic value of the shares and sometimes there will be provisions about indemnification which basically means the situations where the company is permitted or required to indemnify directors or officers when directors or officers are sued or incur legal liabilities because of their work for the company and a few other provisions but it's really very basic the the real so it's part of this sort of the what in other countries have referred to as the constituent instrument of the company but in contrast to constituent instruments that you see in other countries you don't have all of the provisions about how the company will be governed that is you know what the powers will of the board of directors will be how the board of directors will meet how it can act and adopt resolutions or written consents how the shareholders can meet and all of the other provisions regarding the governance of the company those will not usually not go into the certificate of incorporation those will go into a document that's called the bylaws and in contrast to the certificate of incorporation the bylaws you don't have to file those with the government you don't have to provide those to the secretary of state in the state where you're incorporating the bylaws are just a document that that the shareholders of the company the founders of the company adopt at the you know when they form the company to say okay here is how we're going to govern ourselves and then typically a secretary of the corporation will certify that these are the bylaws that that we've adopted and though that will be the key governing document of the of the corporation going forward in terms of the corporate governance

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