Rhode Island Agreement of Shareholders of a Close Corporation with Management by Shareholders

State:
Multi-State
Control #:
US-0178BG
Format:
Word; 
Rich Text
Instant download

Description

A close corporation is a corporation that is exempt from a number of the formal rules usually governing corporations, because of the small number of shareholders it has. The specifics vary by state, but usually a close corporation must not be publicly traded, and must have fewer than a set number of shareholders (usually 35 or so). A close corporation can generally be run directly by the shareholders (without a formal board of directors and without a formal annual meeting).
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FAQ

A corporation is created when it is incorporated by a group of shareholders with a common goal who share ownership represented by their holding of stock shares. Corporations may return a profit to their shareholders.

Employment Agreements As the governing document outlining the relationship between key employees and the corporation, the Employee Agreement includes important, specific deal points for stock options and other provisions between the owners, employees and the issuer(s).

To differentiate it from a partnership, a corporation should be defined as a legal and contractual mechanism for creating and operating a business for profit, using capital from investors that will be managed on their behalf by directors and officers.

For a corporation, corporate governance documents include bylaws, articles of incorporation and often times, shareholder agreements. While some business owners feel as though these documents are just formalities, they are actually very important to running a business because they can alleviate many future problems.

Company bylaws are the rules that govern how a company is run and one of the first items to be established by the board of directors at the time a company is started.

What Are Governing Documents? Governing documents, also referred to as organizing documents or articles of organization, are defined in the Treasury Regulations as "the trust instrument, the corporate charter, the articles of association, or any other written instrument by which an organization is created." Treas. Reg.

Every business needs a set of governing legal documents. For a corporation, these include a certificate of incorporation, bylaws and often a shareholders' agreement. For a limited partnership or limited liability company, they include a formation certificate and either a partnership agreement or operating agreement.

Who are owners of a corporation? Shareholders are actual owners of a corporation, while the board of directors manages the corporation. The law acknowledges a corporation as a completely separate, legal entity.

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Rhode Island Agreement of Shareholders of a Close Corporation with Management by Shareholders