How To Establish And Maintain Your Board Of Directors
- Posted at 02/07/2017
If you’re incorporating a business in Colorado, corporate attorneys will advise you on how best to set up a Board of Directors (BoD) in compliance with state and federal corporate law. It’s important to not that reporting requirements are different for for-profit corporations and non-profits. Setting up your BoD correctly in the first place, and moving forward with a solid understanding of the regulatory requirements to maintain that BoD ensures that your business operates smoothly without incurring penalties or fines later on.
- Required Members – Under Colorado law, corporations are required to have a BoD consisting of at least one director who is age 18 or older. The state corporate laws do not have a requirement for residency for BoD directors and do not require that the directors’ names and addresses be listed in the Articles of Incorporation. Each corporation is required to appoint a registered agent, who is designated to receive legal, tax, and other government documents during regular business hours. That agent must have a physical address in Colorado, not a post office box, and that address must be included in the Articles of Incorporation, which are filed with the Colorado Secretary of State.
- Term Of Service – The initial BoD is appointed by the incorporator, and they serve until the first annual shareholders’ meeting when the next set of directors is elected by the shareholders. Annual elections are held at each shareholders’ meeting after that; directors serve year to year.
- Duties – General duties for BoD members include appointing corporate officers, adopting by-laws, choosing a corporate bank, issuing stock and adopting an official stock certificate and seal, and setting the corporate budget and fiscal plan.
- Recording – All of the actions and decisions that take place at BoD meetings are recorded in detailed meeting minutes, either by the incorporator or by a director. Minutes are formalized and distributed to all of the directors for approval, typically within one to two weeks.
- Reporting – The state of Colorado requires all corporations to file annual Periodic Reports, and the IRS requires various reports and filings, including quarterly tax payments, and payroll tax filings. Denver has additional filing requirements to maintain a business license. If your corporation issues stock, there will be further reporting to the SEC, specifically pertaining to the stocks.
Colorado Corporate Attorneys Guide You Through The Process
The attorneys at Schlueter, Mahoney & Ross, P.C. are highly experienced in corporate law and can help you through the process of establishing and maintaining a Board of Directors for your new corporation. We’ll advise you on the specific state and federal requirements for the type of corporation you’re setting up and your specific business circumstances, so you can rest assured you’re in full compliance from the outset. Contact us for a consultation on setting up your corporation and Board of Directors.
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