Corporate Records Requirements
Corporate record requirements are found in every state and, as a practical matter, compliance with federal tax laws necessitate certain record keeping. The primary records of the corporation's existence are the Articles of Incorporation, Bylaws and stock certificates. Other important records include annual or biennial reporting statements, corporate minutes, and board of directors' resolutions. Publicly traded corporations must also comply with special federal reporting requirements.
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Articles of Incorporation
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No corporation comes into existence until the Articles of Incorporation (sometimes called a "Certificate of Incorporation") have been properly prepared and filed with the state agency that oversees corporations, usually the Secretary of State. The basic information required for all Articles of Incorporation includes the corporation's name, address and name of registered agent (the person or company officially designated to receive documents for the corporation). Some states require additional information, such as the number of shares that are authorized to be issued and a description of the corporation's primary business. Approved forms for use in filing Articles of Incorporation can be readily found from a state's Secretary of State's office and downloaded over the Internet.
Bylaws
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Written corporate bylaws are necessary to set forth the rules and procedures of how the corporation is operated by the officers (e.g., president, secretary and treasurer), board of directors and shareholders. There are no set criteria for corporate bylaws; although each state's corporate law sets forth some basic requirements for bylaws, such as the minimum number of directors and the holding of at least one meeting of the board per year. The bylaws set forth each corporation's preference for when the annual meeting is held and how officers and directors are elected. Bylaws are not filed with the Secretary of State, but are kept at the corporation's principal place of business and must be available for review by any officer, director or shareholder.
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Stock Certificates
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After incorporating, the shareholders will hold an organizational meeting to approve the corporate bylaws and issue the stock certificates to the shareholders, which will evidence each shareholder's ownership interest in the corporation.
Regular Reporting to the State
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Nearly every state requires its corporations file a statement of information and pay fees either annually or biennially. This record requirement is referred to by various names such as "Annual Report" or "Statement of Officers," and is used to keep the state informed of essential information about the corporation, such as its current officers and principal address, as well as its continued operation.
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