Free Incorporators' Organizational Meeting

Free Incorporators' Organizational Meeting

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Incorporators' Organizational Meeting

Incorporation State

Incorporation State

Virginia

VABuilt for Virginia
Different states have different rules and regulations. Your Incorporators' Organizational Meeting will be customized for Virginia.
Your Incorporators' Organizational Meeting will be governed by the laws of Virginia. Also, it will be tailored to meet the specific laws and regulations of Virginia.


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Your Incorporators' Organizational Meeting

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MINUTES OF THE ORGANIZATIONAL MEETING OF THE INCORPORATOR (the "Incorporator") of __________ (the "Corporation") held at __________, on November 20, 2018, at the hour of __________.

  1. The following Incorporator was present: ____________________.
  2. UPON MOTION, ____________________ acted as Chairman of the meeting and ____________________ acted as Secretary of the meeting.
  3. The following memorandum was then read and ordered to be inserted into the minutes:

    I, the sole Incorporator of the Corporation, consent to this meeting being held at the above time and place and waive notice of this meeting and the publication of this meeting, and consent to the transaction of such business, as may have come before it, as testified by my signature below:

    _________________________
    ____________________ (Signature)
  4. There being no further business to come before the meeting, the meeting then adjourned.



_________________________
____________________ (Signature)

Incorporators' Organizational Meeting

Alternate Names:

An Incorporators' Organizational Meeting is also known as:

  • Incorporators' Meeting Minutes
  • Minutes of Incorporators' Organizational Meeting
  • Incorporators' Meeting Agenda
  • Incorporators' Meeting Record
  • Corporate Minutes

What is an Incorporators' Organizational Meeting?

An Incorporators' Organizational Meeting is an initial meeting of the incorporators of a company where the initial resolutions to organize the company are recorded. This occurs after Articles of Incorporation are filed and a certificate of incorporation is received from the Secretary of State.

For instance, if directors were not named in the Articles of Incorporation, one of the items on the agenda of this organizational meeting will be to appoint them.

If initial directors were appointed by the Articles of Incorporation, the organizational meeting can be called by those directors. Otherwise the shareholders or the incorporators will hold this meeting.

It should be noted that notice of the meeting must go out to all participants in accordance with state law.

What is an incorporator?

An incorporator is a person (or a group of people) who organizes the corporation and files the Articles of Incorporation. Typically, the role of an incorporator is complete after the articles are filed and the organization is settled. After that, the responsibility of maintenance and management usually moves to the board of directors.

What is a corporate resolution?

A resolution is a decision approved by the incorporators, shareholders, or management of a corporation.

Resolutions can be made during a board meeting, or they can be made by an agreement without a meeting (as long as a written consent to action is obtained from the shareholders or directors involved).

In either case a record of the resolution should be kept with the corporate documents.

Why do you need to have an organizational meeting?

An organizational meeting is meant to help establish the particulars and structure of a corporation including:

  • Appointing directors and corporate officers
  • Obtaining and updating a minute book
  • Approving initial corporate bylaws
  • Approving share certificate forms and versions (for voting, non-voting, and preferred shares)
  • Appointing a banking institution
  • Approving a corporate seal
  • Processing share subscriptions
  • Approving the issuance of share certificates

The Incorporators' Organizational Meeting Minutes records these decisions or resolutions for the corporation's own records. The minutes are usually stored in corporate minute books for safekeeping.

Once these initial matters are settled, further meetings of the shareholders can be conducted annually for review of the performance of the company and to address any changes in structure, appointments of directors or corporate officers, bylaws, or otherwise.

It should be noted that an incorporators' meeting typically occurs only once, when the corporation is forming and organizing, and then the management moves from the incorporators to the board of directors where they might use a Directors' Resolution to record their actions and meeting minutes.

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Frequently Asked Questions:

Incorporators' Meeting FAQ
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