Kentucky Agreement Between Board Member and Close Corporation
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How to fill out Agreement Between Board Member And Close Corporation?
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FAQ
A close corporation is a legal entity much like a company. A CC is run and administered by its members, who must be natural persons (i.e. not other legal entities). A close corporation's members are like a company's shareholders.
Can a close corporation or a company be a member of a close corporation? No, only a natural person or a inter vivos trust/testamentary trust can become a member.
Ernst & Young, PricewaterhouseCoopers, SC Johnson, Hearst Corporation, and Publix Super Markets, Inc. are other well-known U.S. closed corporations. Some examples of a non-U.S. closed corporation are Sweden's IKEA, Germany's ALDI and Bosch, and Denmark's LEGO.
ORC § 1701.591 entitled Close Corporation Agreement provides a mechanism for shareholders of a close corporation to agree in advance on issues related to the internal management and business operations of their corporation and the relations between and among themselves as shareholders.
The articles of incorporation of a close corporation may provide that the business of the corporation shall be managed by the stockholders of the corporation rather than by a board of directors.
Different states have different rules for the organization of their S corporations and C corporations, but all for-profit and nonprofit corporations are required by law to have boards of directors. The rules of the state in which you incorporate determine when they must be named and how many directors are required.
A close corporation is a corporation which does not exceed a statutorily defined number of shareholders and is not a public corporation. This number depends on the state's business laws, but the number is usually 35 shareholders.
In Kentucky, business entities are required by law to formally dissolve. In order to properly close, a domestic entity must file articles of dissolution, and a foreign entity must file a certificate of withdrawal. These forms are available for download on this website.
If your business is a corporation, then you are required by law to have a board of directors. Depending on your particular corporate structure and your state, one or two directors may be all that's legally required.
A Close Corporation has members and a Company has shareholders and directors. The Close Corporation has its own estate seperate from its members.