MGSC30H3 : Corporations.docx
Document Summary
Articles of incorporation: set out the fundamental characteristics of the corporation, notice for meetings of directors and shareholders, constitutes a quorum for meetings, sing contracts on behalf of the corporation, officers of corporations. Name search report on proposed name of corporation. Separate of ownership and management: board of directors, officers. Corporate finance: equity claim to the residual value after debt (shares, debt claim for a fixed amount, shareholders" rights: If debt is not repaid breach of contract sue for damages and force into bankruptcy. Receive property remains after corporation is dissolved. Preferred shareholders have no voting rights and no claim to residual value. Investment in preferred shares is repaid first when dissolved. Annual meetings: directors are elected, auditor is appointed for the coming year, financial statements for the past year are discussed. Shareholder can participate without attending by appoint a proxy. Minutes of meetings of shareholders and resolutions. A share register showing the owners of all shares.
