Any changes to the corporation’s Articles of Incorporation or Bylaws must be approved by BOTH the Shareholders and Directors. Amendments to the Articles of Incorporation must then be filed with the Secretary of State in the state of incorporation for the amendments to become effective. Some states also require corporations to file a notarised affidavit, which verifies the number of outstanding shares at the time of the vote.

A Certificate of Good Standing (also known as Certificate of Existence or Certificate of Authorization) is a certificate issued by a state official as conclusive evidence that a corporation is in existence and is authorized to transact business within that state. The certificate generally sets forth the corporation’s name and declares that it is duly incorporated or authorized to transact business, that all fees, taxes, and penalties owed to that state have been paid, that its most recent annual report has been filed, and that it has not yet filed articles of Dissolution.

We can assist you in obtaining a Certificate of Good Standing from any of the 50 states for a small fee. This is a document that proves your corporation or LLC does exist with the state, and has paid all annual fees. The cost for a certificate of good standing varies by state.

Is a method of certifying a document for use in another country pursuant to the 1961 Hague Convention. With this certification by apostille, a document is entitled to recognition in the country of intended use, and no additional certification or legalization by the embassy or consulate of the foreign country where the document is to be used is required. An apostillized copy of the articles of incorporation or articles of organization is often required to open a bank account in another country for a US-incorporated business. Note, certain countries require a certified copy of the articles of incorporation/organization with an appropriate seal instead of an apostillized copy.

With certification by apostille or gold seal, your articles of incorporation or organization are entitled to recognition in the country of intended use. Either an apostille or certified copy with gold seal (dependent on the country of intended use) is included. But can also be purchased as a stand-alone product.. Please note, if an apostille or certified copy with gold seal is ordered after the formation of the corporation or LLC is complete, some states impose additional costs to generate this document.

Resolutions adopted by the Board of Directors that generally do not require Shareholder approval involve everyday operations of the corporation, including leasing, purchases, hiring, banking, borrowing, investing, paying of dividends, salaries and bonuses, providing benefits for employees and changing the corporate status, such as obtaining “S-Corporation” status.

As a general rule all records, resolutions and minutes of your corporation should be kept in your Corporate Minute Book for a period of no less than six years. This is a good idea because sometimes a Shareholder will want to inspect the corporate books and records to ensure the corporation is being run in its best interests. It is probably wise to retain these records for a longer period should anyone ever challenge the actions of the Board of Directors