What does Incorporator's Organizational Action mean?

The company may be registered by any physical person at the age of 18 or older. Usually the business attorney does it. This person is called an incorporator. Once registration is done, the incorporator has to adopt and put in writing certain resolutions with respect to the initial organization of the corporation, particularly:


·        Adoption of Articles of Incorporation

·        Adoption of Bylaws

·        Sale of Common Stock


Basically formally transferring the shares to the owners of the company, which looks like this:


Name of the shareholder – number of shares being transferred – consideration paid by the shareholder for his shares


·        Adoption of Form of Common Stock Certificate

·        Election of Directors to serve before the first meeting of shareholders

·        Election of Officers to serve before the first meeting of directors

·        Stating the fiscal year for the company’s accounting

·        Qualifications to Do Business

·        Authorization to open a bank accounts for the company

·        Authorization to obtain an employer Identification Number

·        Authorization to pay expenses

·        Authorization to withhold taxes

·        Any other matter that may be relevant to the company organization,


And then resigns as a Sole Incorporator “the undersigned, being the Sole Incorporator of the Corporation, having taken all actions necessary and appropriate in connection with the incorporation of the Corporation, does hereby tender the undersigned’s resignation as the Sole Incorporator to the Board of Directors as constituted above.”

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