Craven de Kere wrote:
I clearly need to learn more about business insofar as stocks etc are concerned.
For example, if I incorporate I will likely be the only stockholder (I don't think anyone else is interested in buying into an initial loss) and wonder how I would sell stock to myself...
Easy ... let me give you an example of what might happen. Of course you must check the laws of the state where you eventually decide to incorporate:
You would be the incorporator, and you would draw up the Articles of Incorporation and Bylaws. You would file the Articles with the Secretary of State, often electronically. As the incorporator, you would name the initial board of directors (you) through an Action of the Incorporator form.
You would next prepare a waiver of notice of a First Organizational Meeting of the Board of Directors -- or you could serve yourself notice ... your choice. At the date set for the meeting, you would meet with yourself and would approve and adopt the Bylaws, and ratify the actions of the Incorporator (you). You would nominate officers to serve on the Board until successors are chosen: President (you), Secretary (you), and Treasurer (you). At that meeting you would offer to transfer property or other consideration to the corporation in exchange for a certain number of shares of common stock (equaling 100% of the corporate stock). The Board would accept the offer, and authorize the issuance of a stock certificate of fully-paid, non assessable capital stock in the certain number of shares.
You would then prepare a waiver of notice of your First Shareholders Meeting and First Board of Directors Meeting.
At the Shareholders meeting you would, inter alia
, review and adopt the Bylaws, ratify the election of the members of the board of directors (you), and ratify all actions and decisions made at the Organizational Meeting of the Board.
At the First Directors Meeting, you would approve the minutes of the Organizational Meeting, ratify the election of officers to the Board done at the Organizational Meeting, approve the opening of a bank account, establish the fiscal year of the corporation, establish the fixed date of meetings (probably just a required annual meeting), resolve that all officers are authorized to do any and all things necessary to conduct the business of the corporation as set forth in the Articles of Incorporation and Bylaws, etc.
You will continue to meet regularly, at a minimum once a year. The date of the annual meetings should be stated in your Bylaws. You must prepare minutes of your meetings, and keep them in your corporation notebook. You will conduct your operations fully aware that your corporation is a distinct legal entity. If you sign checks or other legal documents in the capacity of an officer of the corporation, you will sign: "Craven de Kere, President." That is very important
Nothing to it but to do it.