Different documents govern how your business is created and run depending on the entity you choose. For example, corporations rely on bylaws, limited liability companies rely on operating agreements, and partnerships rely on partnership agreements.
If you opt to establish your business as a corporation, the documentation and reporting standards are more rigid, but the benefits make the effort worth it. Corporations can raise money by selling stock, trading publicly, and protecting officers and directors against corporate debt and lawsuits. When you are ready, the knowledgeable business formation attorneys at Begum Peláez-Prada PLLC could help create your corporate structure documents in San Antonio.
In San Antonio, articles of incorporation serve as an outline for the corporation’s bylaws. They are filed with the Texas Secretary of State—along with a fee—to charter your corporation. This applies to C-corporations as well as S-corporations if you elect to operate under this Internal Revenue Service (IRS) designation. The information required includes:
Securities are generally common stock, but other classes, such as preferred stock, can be created for myriad reasons.
You must also disclose the names and addresses of the initial members of the board of directors, the registered agent, and the incorporator. Once submitted and accepted, the Secretary of State’s office will send you a certified copy of the articles to keep in the company’s documents repository.
Corporate bylaws address the business’s daily operations within the corporate structure in San Antonio. They cover:
The structure of the company’s departments and management—including the CEO, CFO, and COO—as well as their duties, are also detailed.
Procedural matters define record keeping, audits, and how articles of incorporation and bylaws can be amended—for instance, to increase the number of authorized common shares or create another class of stock. Matters of dissolution must also be memorialized, whether through acquisition, bankruptcy, or winding down to cease operations.
Most corporations identify a board secretary to record minutes for directors’ meetings. These crucial structure documents are required by the state and are necessary in case you are audited, plan to trade publicly, or engage in complex business transactions in San Antonio. Minutes generally end with the resolutions the board adopts. Additionally, they always announce what directors are present and absent, and meetings must attain a quorum to proceed.
Corporations raise money through equity by issuing stock in the company or incurring debt from traditional. For private placements, companies inform prospective shareholders with a memorandum about the company. Once the shares are purchased, a shareholders’ agreement details the purchase. Any transactions in which stock is issued as payment to employees or for services must be in writing.
You must file an annual report with the Secretary of State to report any changes in material facts, such as naming a departing board member’s replacement, for a fee. Corporations that are publicly traded must submit quarterly and annual reports to the Securities and Exchange Commission (SEC), which appears on its public website for investors to learn about the company’s operations.
Seasoned San Antonio attorney Sasha Begum could guide you through the processes and compliance of all corporate structure documents.
Many startup corporations employ outside counsel to create their document repository. However, as your company grows, you may want to consider an in-house counsel for legal questions that may start arising daily.
Our managing partner, Sasha Begum, has worked for international companies and as in-house counsel for almost 20 years. She brings all the expertise you will need to maintain a comprehensive document repository. At Begum Peláez-Prada PLLC, we pride ourselves on the attention we pay to our valued clients. When you are ready to talk about corporate structure documents in San Antonio, call to schedule a consultation with us.
