what if my attorney is the incorporator of the company

by Eryn Crooks 6 min read

Should I hire an attorney to serve as incorporator?

On the other hand, you may wish to hire an attorney or other expert to serve as the incorporator as extra reassurance that the articles will be completed properly and filed correctly.

Who can be an incorporator of a corporation?

The incorporator has to sign and file the articles of incorporation before the corporation can be registered. The role of an incorporator in the business stops after the corporation is created. Who Can Be an Incorporator? Incorporators tend to be the owners of the corporation.

What is the position of the incorporator of an LLC?

For a corporation, this person is called the incorporator. For an LLC, this person is called the organizer. This article discusses the position of the incorporator or organizer. The two positions are similar, but we'll take one at a time, starting with the incorporator of a corporation.

Can an incorporator sit on the Board of directors?

It is theoretically possible for an Incorporator of a company to sit on the board of directors after the company is formed. This person would have the rights and responsibilities of both offices. An Incorporator is a person who files the documents to form the LLC or Corporation.

Do lawyers take the role of the incorporator?

The incorporators of a company are not necessarily the same people who will own it. The owners may hire an incorporator—for example, an attorney—just for the purpose of incorporating the business.

Is incorporator the owner?

Typically, incorporators are the actual owners of the business. In such a situation, although they begin as incorporators with very little rights, they become the owners of the corporation once its existence begins.

What does it mean to be an incorporator of a company?

An incorporator is a person or company that is responsible for incorporating a business; an incorporator is not necessarily the same as a corporation officer or director. Most states require you to provide the name and address of one or more incorporators.

Who should be the sole incorporator?

At this time of formation, the sole incorporator is the only person with authority to act on behalf of the corporation, so this consent provides the directors with the authority they need to take corporate action.

Is an incorporator always a shareholder?

Incorporator – The incorporator is the person or entity that files the initial articles of incorporation with the state Corporate Filing Office. The incorporator does not have to be a shareholder, director, or officer of the corporation.

What are the qualifications of incorporators?

Incorporators are those stockholders who originally form a corporation, and whose signatures appear in the Articles of Incorporation. Each incorporator must own at least 1 share of the capital stock.

What power does an incorporator have?

The incorporator is the person or persons who organize the corporation and file the Articles of Incorporation. Once the filing is complete the incorporator's function is usually finished. After that the management of the corporation is performed by the directors.

Which of the following is generally the only duty of an incorporator?

More than one incorporator is required to incorporate a business. Generally, the only duty of incorporators is to sign the articles of incorporation. An incorporator is required to be a promoter. Generally, the only duty of incorporators is to sign the articles of incorporation.

What is the difference between incorporator and director?

An incorporator is a person or company forming a new company. An incorporator is not necessarily also a director nor a shareholder. A private company must have at least one incorporator. The director and incorporator may be one and the same person.

Can incorporator appoint directors?

The Initial Action by the Sole Incorporator has the incorporator appoint the first directors. Then the board of directors elects officers, authorizes the issuance of stock to founders, establishes a bank account, and authorizes the payment of incorporation expenses.

Can an incorporator open a bank account?

The Incorporators does not open bank accounts on behalf of other entities but we can provide you with several of the documents you'll need to open a local or online business bank account.

What is an owner of a corporation called?

The owners of a corporation are shareholders (also known as stockholders) who obtain interest in the business by purchasing shares of stock. Shareholders elect a board of directors, who are responsible for managing the corporation.

Who Is Allowed to Serve as Incorporator?

A wide variety of individuals and organizations are allowed to take on the role of incorporator. The only consistent requirement is that the incorporator must be aged 18 or above.

What Is an Action of Incorporator?

A common legal document in Delaware and California (and occasionally used in other states), the "action of incorporator" document officially announces the adoption of a corporation's bylaws. Signed by the incorporator, this document also verifies that specific individuals have been elected to the corporation's initial board of directors. These original board members may be replaced after their successors have been elected.

What Is the Model Business Corporation Act, and How Does It Apply to Organizers and Incorporators?

In respect to incorporators and organizers, the MBCA sets specific requirements for filing procedures. For example, the MBCA requires that all incorporators include their name and address alongside their signature in the articles of incorporation. Additionally, the incorporator must pay a fee when submitting the articles of incorporation.

What Is an Organizer? When Is One Necessary?

Organizers resemble incorporators in many respects. Rather than providing signatures and filing paperwork for corporations, organizers serve limited liability companies (LLCs). Their duties may include:

Who Can Serve as Organizer?

As with incorporators, many individuals or companies can serve as organizer. The one main requirement is that the organizer must be at least 18 years of age. In most cases, a 'natural person' or business (such as a corporation, partnership, or other LLC) may act as organizer.

What is the purpose of articles of incorporation?

The incorporator must sign the corporation's articles of incorporation before filing with the state in which the corporation is registered. The articles of incorporation (known in some states as a " certificate of incorporation " or a "certificate of formation") serves as a charter recognizing the corporation's formation.

When signing articles of incorporation, does the incorporator have to include a valid address?

When signing the articles of incorporation, the incorporator must include a valid address. If a separate corporation serves as incorporator, its representative must highlight the corporation's name and the state in which it is presently incorporated. In some states, the person signing on behalf of a corporation must also mention his or her role at that corporation.

Who should be the official incorporator of a company?

However as a corporation is a more complicated entity that serves more functions, a trained professional such as a business lawyer should be the company’s official Incorporator.

Who is the incorporator of a business?

Most frequently, the incorporator is the lawyer who is handling the formation of the corporation. A business’s Incorporator is an important job, and you should understand the position thoroughly before choosing who will serve this function.

What is an Incorporator?

The incorporator is simply the person that files the Articles of Organization (for LLC) or Articles of Incorporation (for Corporation).

What is an organizer in an LLC?

An organizer is the same thing as an incorporator with only one crucial difference: what sort of company they are filing and preparing articles of incorporation for. The qualified person who handles drafting, signing, and filing a company’s articles of incorporation is called an ‘organizer’ when the company in question is an LLC.

What is a definite incorporator?

To definite Incorporator, an incorporator is an individual who organizes the incorporation and arranges for the Articles of Incorporation to be filed with the Secretary of State. When a business (a corporation or LLC) is formally registered with a state, certain information is required. Many states have in their registration process ...

What happens to the incorporator after the board of directors and officers?

Following the first meeting of the Board of Directors and officers, the incorporator resigns from its role. Accordingly, the incorporator’s signature appears on the corporation’s organizational documents.

What time does a registered agent have to be present?

These hours are generally considered to be from 9:00 a.m. to 5:00 p.m. from Monday through Friday. As the duties of an Incorporator end after the articles of incorporation are filed ...

Who Can Be an Incorporator?

An incorporator can be anybody qualified to file paperwork on behalf of the corporation. Individuals, attorneys, accountants, third parties, trusts, partnerships, and associations can all be incorporators.

How Many Incorporators Should a Corporation Have?

States require a minimum of one incorporator to handle incorporation processes, and some require three.

What Is the Purpose of Incorporation?

Incorporating a business is a requirement for the business to have the structure of a corporation.

What Information Should the Articles of Incorporation Include?

Typically, the document requires only basic information about the business, but the requirements vary from state to state.

What Are the Other Names for Articles of Incorporation?

Articles of Incorporation is referred to as Certificate of Incorporation in Delaware, and other states may also have different names for it.

How Is a Corporation Formed?

A corporation is formed when the state accepts its Articles of Incorporation filed by the incorporators.

What information should be included in an article of incorporation?

What Information Should the Article of Incorporation Include? The basic information which should be in the Articles include: The name and business address of the corporation. The number of authorized shares and the face value of the shares, where applicable. The name and address of the in-state registered agent.

Who is the incorporator of a corporation?

An incorporator is the person who files the Articles of Incorporation with the government, initially forming the corporation. The incorporator may be a shareholder, corporate attorney, or another party. An incorporator is the person doing the clerical duty of filing the papers; an incorporator does not necessarily have any ownership in the company.

What is an incorporator?

An incorporator is the person doing the clerical duty of filing the papers; an incorporator does not necessarily have any ownership in the company. Business owners and business attorneys can use this example as a template.

What is an incorporator vs owner?

Incorporator Vs. Owner. Typically, incorporators are the actual owners of the business. In such a situation, although they begin as incorporators with very little rights, they become the owners of the corporation once its existence begins.

Who is responsible for the incorporation process?

Incorporators can be either an individuals or entities. They can also have any role in the business or be hired for this temporary process. Either way, they are responsible for the incorporation process, and this is a huge responsibility, as their signature is necessary to properly file the articles of incorporation.

What happens to a dummy incorporator?

Often times, these dummy incorporators are retained from a law firm. Once the incorporation is complete, their power over the corporation ceases, and they do not receive ownership rights.

What is the process of incorporating a business?

Even if you make the decision on which type of business is best for your interests, you still have to go through a lot of paperwork. You want to consider viable alternatives. The process, called incorporating, requires abiding by both state and federal laws. An incorporator is someone who handles the details when you choose to turn your business ...

What is a registered agent?

Registered Agent and Incorporator. A registered agent is an individual who must receive legal correspondence during the business’s regular hours. They have to constantly be available so as to make that decision. A registered agent is much like a doctor who is on call during the regular nine to five.

What is a shareholder?

Shareholder. A shareholder is an individual who owns a percentage of your company, in a given case where the board of directors decides to issue shares. The number of shares that they are issued determines how much power they have or how many dividends they receive.

When does the life of a corporation begin in Florida?

In most states, including Florida, the life of a corporation does not begin until after the articles of incorporation have been filed. Therefore, the incorporators’ job is immensely important at the outset of the corporation.

What is the role of an incorporator?

An incorporator is a person who is in charge of setting up a corporation. The incorporator files the Articles of Incorporation with the state in which the corporation is registering and files any other corporate documents needed until the corporation is formally registered and recognized by the state. Other duties of the incorporator include selecting members for the board of directors or organizing an initial meeting of the board.

Is an incorporator an attorney?

An incorporator can be an attorney. However, it is not mandatory. The person designated as the incorporator is listed on the Articles of Incorporation and s/he will be contacted by the state, if needed. Once the corporation is registered with the state, then there will be no formal duties for an incorporator