Types of Corporate Documents

By David Gass

Managing a corporation is no easy task, as is managing the various corporate documents that are used on a day-to-day basis in order to run the company. These corporate documents have to be recorded and filed, as it is necessary for a corporation to maintain records for a minimum of 6 years at least. The documents are proof that all the activities of the corporation are carried out as per the directive of the board of directors and the shareholders. A proper and efficient filing system is of paramount importance to make sure all the documents are safe from the dangers of theft as it can cause great harm to the company, if confidential matters are lost due to inadequate security.

Kinds of Corporate Documents:

When the company has been incorporated, the article of incorporation is the first basic document, which is the proof of the creation of the company. It is the documented proof of the corporate purposes and its powers, authorizing capitalization of stock and has to be filed with the Secretary of State after an appropriate fee has been paid and it has been notarized and signed by the incorporators. The certificate of incorporation is issued after being duly signed by the Secretary of State declaring the corporation to be a legal body as of its date of incorporation. Then there is the consent of Agent for service of process for the jurisdiction where the company was incorporated. The bylaws and the amendments of the articles of incorporation adopted by the corporation are other important documents. The minutes of all meetings and the consent in lieu documents, notices and waiver of notices, alphabetical list of shareholders for a meeting and proxies for a meeting are the next set of important documents. Letters addressed to the shareholders, resignation letters of directors, secretary certificates and shareholders agreements are other documents that are documented and kept safe by the corporation. Copies of share certificates issued are also filed and documented, as is the stock ledger with the folio pages, providing information regarding the name, address, date of issue, to whom it is issued, documents with the share holder’s signature acknowledging the receipt of the certificates. The stock ledger is maintained to know exactly who owns each share of the corporation currently. It is updated regularly with documented proof of such actions as transfer of share, if it is an original issue of share, or if the share has been received as a gift from another share holder, if the shares have been transferred from a deceased shareholder to his estate or a joint survivorship agreement makes the joint owner of the shares the new single owner of all the jointly held shares etc. Another important document associated with shares is the stock subscription agreement.

The company has to deal with a lot of legal documents such as government related documents such as franchise tax renewals, license renewal, a report of the company’s annual meetings etc.

The company has to document the financial records as well and maintain a current balance sheet, a profit and loss statement document, a host of other documents related to the corporate finance such as bank statements, records of all payments made for transactions, the fees received and the scale of pay of each of its employees, there are documents concerning dividends and the type of dividend agreed on by the board of directors and the shareholders, the various resolution that are proposed, those that are accepted and passed by a quorum of directors, the resolutions that are rejected, documents relating to bank transactions such as borrowing, relating to insurance etc. There are legal documents relating to the hire, purchase, lease and renting of assets, processes of litigation, bankruptcy filing etc. Documents relating to the S-corporation status are also important for a corporation.

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