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Use the table below to quickly navigate the corporate governance requirements by state such as
qualifications for directors, required officers, and whether an annual meeting of shareholders is
required.
The facts in this table are default rules for the corporation set by state law. The law often permits a
corporation to declare alternative provisions in either the articles of incorporation or the bylaws.
Quorum: Majority, unless a greater number is fixed in bylaws.
Officers:
President, Secretary, Treasurer required. President and Secretary may not be the same person. One person may be all three if that person owns 100% of outstanding shares.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Optional, but shareholder must receive a writing with the same information.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, and can be court-ordered if not held.
Action by written consent: Allowed if by all shareholders entitled to vote on the action.
Number: As set forth in the bylaws, but a minimum of three required once shares are issued. Only one is required if only one shareholder, only two required if two shareholders.
Qualifications: none.
Quorum: Majority of directors, unless bylaws state otherwise, but no less than one third.
Officers:
President, Secretary, Chief Financial Officer required. Can all be the same person.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Required, unless standards met for electronic records.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
Qualifications: Individual, eighteen years of age or older.
Quorum: Majority of directors, unless the bylaws fix a greater number, but no less.
Officers:
As stated in the bylaws. Must be eighteen years of age or older. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Optional, but shareholder must receive a writing with the same information.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if consent is unanimous among all entitled to vote on the action.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if enough shareholders consent to equal 90% the number entitled to vote on said action.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. May be altered by bylaws.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if enough shareholders consent to equal 80% the number entitled to vote on said action.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Bylaws may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action.
Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications:
Stock Certificate: Optional, but shareholder must receive a writing with the same information.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: A majority, unless a greater number is fixed in the articles of incorporation or bylaws.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed:
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless articles of incorporation or bylaws fixes a different number.
Officers:
President, secretary, and treasurer required.
Bylaws:
Required: No.
:
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: No.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Artiticles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws or certificate of incorporation fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action.
Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws fix a different number.
Officers:
President, secretary, and treasurer required.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Bylaws may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: A majority of the directors, unless the articles of incorporation or bylaws fix another number.
Officers:
President, secretary, and treasurer required. One person may hold any two offices.
Bylaws:
Required: No.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: No.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless all action taken by unanimous consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action.
Quorum: Majority of directors, unless bylaws or charter fixes a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not Required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. charter may provide that less than all shareholders consent.
As stated in the bylaws. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide that less than all shareholders consent.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Articles of incorporation may provide if enough shareholders consent to equal the number required to take action by vote.
Annual Report:
Required: Yes, but default provisions are provided by statute.
Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.
Officers:
As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
Bylaws:
Required: Yes.
Shareholders:
Qualifications: N/A
Stock Certificate: Not required.
Voting Trusts Allowed: Yes.
Annual Shareholder Meeting:
Required: Yes, unless directors are elected by written consent.
Action by written consent: Allowed if by all shareholders entitled to vote on the action. Bylaws may provide if enough shareholders consent to equal the number required to take action by vote.
Annual Report:
Required: Yes, biennially.
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