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Hello Please open the attacked to see the bold for the questions. I really need help on this I’m willing to pay anything for it. Thank you! It looks like a lot but each answer is not more then 10 words! Week 2 Homework Assignment You work for the prestigious University of Hartford Consulting Firm, Inc. Your boss was almost done writing a letter to a client but got called away to a meeting. This letter must go out today and your boss needs your help in finishing what your boss started. Your boss will send the letter out this afternoon but needs you to complete the attached corporate formalities document. Everyplace that still needs to be finished is in bold. Please get this done for the boss. You will need to look up provisions of Connecticut law as listed in the document. Thanks for your help with this! DRAFT UNIVERSITY OF HARTFORD Consulting Firm INFORMATION ABOUT CORPORATE FORMALITIES The following is a brief discussion of some of the significant aspects of corporate formalities. In addition, several forms are attached that may be of assistance in completing a number of the formal actions required of corporations. I. THE CHARACTERISTICS OF A CORPORATION. A corporation is an entity created by statute and capable of having a legal existence distinct and separate from the individuals that own or control the corporation. Thus, ordinarily the corporation alone is liable on the business contracts into which it enters and for the actions taken by the corporation. Typically, a corporation has centralized management, readily transferable interests, a collection of rules to direct its operation, tax advantages, and the facilitation of financing through the issuance of stock. Among its powers, according to Connecticut General Statute Section 33-647, a corporation has the capacity to exist perpetually and has many of the same legal rights and powers exercised by individuals, including the right to ?????????(name at least 4 rights). II. THE NECESSITY OF CORPORATE FORMALITIES. In order to maintain a legally recognizable existence separate and apart from the individuals that own or control the corporation, certain practices must be avoided. For example, the funds or property of the corporation should not be commingled with personal assets or used in personal transactions or for personal benefit. At the same time, corporate formalities should be observed. At a minimum, annual meetings by the shareholders and directors should be held and documented in corporate meeting minutes. Care should be taken to conduct business in the corporate name including, but not limited to, entering into contracts and signing checks in the corporate name. Furthermore, it is a good practice for the Board of Directors to approve or ratify significant corporate actions by the board of directors or the shareholders, as appropriate. The articles or bylaws of the corporation may specifically identify certain actions taken by the corporation that must be approved by the shareholders or directors. However, in the case of most actions taken by a corporation, there are no set rules that specify the actions that must be approved by the shareholders or the directors. Some general guidelines exist that can be followed. The authority of the board of directors normally extends to the control and management of the business of the corporation. For example, the board of directors should approve the following types of actions: 1 Contracts 2 borrowing money 3Issuing stock 4 Transferring property 5 Compensation for ??????? In contrast, the shareholders generally must authorize fundamental changes to the corporation. Such changes would include, but not be limited to, the following: 1. Changes to the Articles 2. Mergers or Consolidations 3. Dissolution of the Corporation In addition, Connecticut General Statute, Section 33-756 provides (no more than 10 words here??????). As well, 33-757(no more than 10 word here ????????) Where a question exists as to whether an action requires approval, the better practice is to have the action formally adopted by the shareholders or directors, as appropriate. Corporate actions also can be ratified after-the-fact by the board of directors or shareholders, as necessary. III. BASIC CORPORATE MEETING MINUTES AND CONSENT ACTION FORMS. The shareholders and directors can take actions at regularly-scheduled or special meetings or can act by unanimous written consent. Provisions governing meetings, the notice required for meetings and action by unanimous consent are normally set forth in the bylaws. Bylaws normally provide for annual or monthly???? meetings of shareholders and directors, You should be aware that according to Section 33-697 of the Connecticut General Statute, a shareholder can apply to Superior Court to (no more than 10 words here?????). The business transacted at an annual meeting should include, at minimum, election of ?????? Corporate Records or corporate meeting minutes are a record of (no more than 10 words here?????) and are required to be maintained by law. See, Section ……..of the Connecticut General Statutes. The corporate meeting minutes can be used to document (no more than 10 words here?????). The minutes should, at minimum, document: 1. Compliance with notice and quorum requirements; 2. A brief summary of the discussion of each matter considered at the meeting; 3. The resolutions approved by the directors. ? Attached to this document as Exhibits A and B, respectively, are samples of corporate meeting minutes forms for an annual shareholders’ meeting and an annual directors’ meeting. (Please attach a sample)??? B. Consent Actions. Shareholders and directors can or cannot??? also take action by unanimous written consent. See Connecticut General Statute Section 33-749. Unless specifically prohibited by the corporate bylaws, any action which can be taken at a meeting can also be taken without a meeting if a consent in writing, sets forth (no more than 10 words here?????). At the same time, you should note that the unanimous consent action does not document business expenses associated with a meeting because no meeting is necessary for purposes of a consent action. Therefore, if business expenses in connection with a meeting are being claimed for tax purposes, corporate meeting minutes which document the fact that an actual meeting was held should be used. We hope that the foregoing information will be helpful to you in maintaining a record of your corporation’s transactions. Although this discussion is not intended to be an exhaustive review of the various rights and responsibilities of corporations or of documenting corporate actions, it gives you some basic information about the documentation of corporate activity. If you have any questions or require any assistance in this matter, please contact us.


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