January 31, 2007

Opening a Corporate Bank Account

Filed under: Articles — admin @ 2:14 pm

After you form your corporation, make sure to call and organize regular shareholder and director meetings, as well as document important corporate decisions, like opening a corporate bank account. Otherwise, the courts and the IRS might decide that your business doesn’t qualify as a corporation.

The establishment of corporate checking and savings account should take place by corporate resolution. Normal business records should be maintained for simple banking dealings such as writing checks or making deposits. Ledger entries, deposit slips, and the checks themselves are evidence these transactions.

Corporate accounts require a wide-range of documentation about the company and all documents have to be authenticated according to the bank’s precise instructions. In order to assure your corporation is treated as a separate entity from its owners, the corporation must maintain separate bank accounts from its owners. What this means is you should not care for your corporation’s bank accounts, checking or otherwise, as your personal accounts.

Required account opening information may include articles of incorporation, a corporate resolution by the directors authorizing the opening of the account, or the appointment of a person to act as a signatory for the entity on the account.

The bank, through its trust or private banking departments, is facilitating the establishment of a corporate entity for a new or existing customer. The bank frequently has ongoing relationships with the customers who initiate the establishment of a corporate entity.

The bank’s Customer Identification Program (CIP) should detail the identification requirements for opening an account for a corporate entity. When opening an account for a customer that is not an individual, banks are permitted by 31 CFR 103.121 to obtain information about the individuals who have authority and control over such accounts in order to verify the corporate customer’s identity.

Important financial transactions will be authorized at later meetings of the board of directors and properly recorded in the minutes. A corporate resolution authorizing a significant financial transaction, such as borrowing large sums and providing corporate property as protection for any loans, should be described in the minutes adequately to identify any specific transactions.

Corporate Resolutions are vital to the continued success and existence of a corporation. They are the unfailing protection of the company directors and shareholders.

As a general rule all records, resolutions and recorded minutes of your corporation should be kept for a period of no less than six years.

Our software BizDoc is a complete all-in-one set of tools to help you keep your corporate records up to date, all in one place, and in complete compliance. Please visit our website for a free test drive!

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January 30, 2007

Release News

Filed under: Release News — admin @ 2:34 pm

Upgrade Information

Version 4.1 — Current Version

Features:

1. There are major upgrades to the Stock Register. (Initially the Stock Register was not a major part of the software but owners have suggested revisions that have given the software an important new element that can replace expensive outsourced services for maintaining a company’s stock register.)

2. A new user interface giving the software a more MS Windows appearance.

Version 4.4 — Coming Soon

Notice: This version will have a different price structure and the number of companies that can be added in the Company Profile form will be fewer per license than in prior versions. After this version there will no longer be free upgrades and add-ons will be extra. Those who purchase prior to version 5.0 will continue to have access to free upgrades and add-ons for all future upgrades.

New Features:

1. An extensive security system has been added. It includes 1.) password access to the application, 2.) user privileges based on user ID and password, 3.) a usage log that tracks all important changes to data and who made them, 4.) an edit lock that helps to prevent accidental changes, 5.) a vaidation test for the Usage Log and the Stock Register to determine whether anyone has tampered with data from outside the appliction.

2. Links to tutorial movies on the Web are accessible from the Help menu. The first time they are downloaded may take several minutes for each movie but they will play immediately once downloaded.

3. Companies can be entered as owners of the companies that are being tracked without purchasing a license for additional companies.

4. International addresses as well as US and Canadian addresses can be entered for personnel and companies that are shareholders or members of tracked companies.

5. Multiple owners (sellers) of company ownership (shares/units) can be accommodated in the Stock Register with one or more recipients (buyers). For example, two parents owning the same stock can trade ownership with one or more of their children.

6. Data can be imported from MS Excel and other spread sheets into the Company, Personnel, and Company Shareholder forms.

7. Blanket changes can be made to personnel records. For example, if data for 500 people has been imported into the Personnel table and all of them are associated with one of the companies on the Company Profile form or they are all doctors, those change can be made without opening and manually changing each of the 500 records. (The DOB for everyone in the database can be changed to a blank while previously a data was required.)

8. Personnel can be sorted on last name, first name, or order of entry.

9. The number of decimals for shares and price on the Stock Register form can be changed from zero to five decimal places.

10. In the Stock Register form, double clicking a stock transaction on the Stock Transfer Ledger page moves to the details for that transaction on the Enter Transactions page.

11. Stock Certificates can be changed after they have been surrendered.

12. The error message displayed when clicking on a company tab from meeting notes within the Shareholder or Director Meeting forms has been corrected.

Plans for Version 5.0 due in 2007

Notice: Starting with this version there will be an additional fee for upgrades and add-ons. Owners of versions prior to 5.0 will receive upgrades and add-ons at no additional cost.

1. User defined stock types will be added. Stock Options will no longer be in the Stock Register. You will be able to enter three user defined stock types with such titles as Preferred Stock -Type A or Restricted Common Stock B. This is a major upgrade to the Stock Register.

2. The system will adjust based on the company type selected on the Company Profile form. For example different documents will appear for a C or S-corp than for an LLC. Officers and directors will be on the Officer’s and Director’s form for C and S corporations while managers and members will appear for LLCs. The names and related data for officers, directors, etc. will be automatically inserted into documents related to C and S corporations while the names and related data for managers and members will be inserted into documents related to LLCs. The Stock Register will automatically change for LLCs and other forms of business. This is a major upgrade to the entire application.

3. There will be a Meeting Agenda and Minutes feature in addition to the the current meeting minutes and related documents in the Create Documents form. This feature will be added to both the Shareholder and Director Meeting forms. Data will be automatically inserted into these documents just as they are in the current documents in the Create Documents form. Documentation for meetings will be far more extensive yet quiker and easier to create. (This is an add-on.)

4. The To-do List and Calendar will be linked to many features within the application and data will also be shared with MS Outlook. Warnings of due dates and the to-do list will be sent to MS Outlook. (The link to MS Outlook is an add-on.)

5. Stock options and owners can be tracked with this new, advanced feature. (This is an add-on.)

6. Alpha numeric certificate numbers are accomidated.

7. Stock transactions can be imported into the Stock Register.

8. The Owner Meetings (previously Shareholder Meetings) form and Director/Manager Meeting form will be directly connected to meeting documents on the Create Documents form.

9. Additional mailing and email addresses can be entered for each person and the priority address for each can be entered for each person so that mailing labels can be printed with the priority address and email messages automatically generated by the application are sent to the priority email address

10. Changes to Stock Certificates offers more options including importing scanned backgrounds and the flexiblility of changing and moving text on the certificate.

11. Company letterhead, company seal, and the notary seal are more easily accessible from the Import options under the File menu of the Create Documents Form.

If you have suggestions for features that you believe should be included in this or future upgrades, send them to mike@instructionalsoftware.us. Priority is given to features that we believe will benefit the most companies.

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January 26, 2007

Board of Directors Meeting

Filed under: Articles — admin @ 2:00 pm

Board of Directors is appointed by the shareholders to take care of their best interest and act as representatives of the shareholders. Board of Directors is the true governing body of the company. The authority to set business goals and to regulate business methods wrests with the board of directors. Board of directors is empowered by the shareholders to guide a company’s operations and form opinions and strategies for the growth and development of the corporation.

Features:

A board meeting usually runs for a longer duration than the shareholders meeting and the frequency of the meeting is also more as compared to the shareholders meetings. Board meetings touch more comprehensive topics related to the operations of the company and the ways or strategize the implementation of certain decisions or resolutions passed by shareholders. The Board can pass resolutions except those which involve the approval and involvement of the shareholders as per the company bylaws. These meetings and the content can be confidential contrary to the shareholders meeting, where the agenda, minutes and the decisions taken are not confidential.

The Board Meetings Generally Cover the Following Subjects:

Chalking out strategies of the company

Put forth the recommendation about the classes of shares and about the number of shares of each class may be offered

Laying out investment plans for future growth

Laying out a roadmap on solutions for market expansion, marketing and technology

Guiding the approval of contracts for purchase, sale, borrowing, lending and other contracts and total value of assets recorded in the accounting book of the company.

Decisions related to the appointment, termination of the director (general director) and other key executives of a company

Decisions pertaining to the organizational structure and internal management

All the decisions related to the establishment of subsidiary companies and the opening of branches

Preparation and submission of annual final financial reports to the General Meeting of shareholders

Approving the agenda and documents of the General Meeting of shareholders

Recommendation of re-organization or dissolution of the company

Approval of various Bills against loans & other financial liabilities

Consideration of any new business approval

The Activities Can Be Broadly Summarized Under the Following Headings :

Description of the issues.

Decisions to be taken.

Reviewing previous decisions.

Discussing all the available options, including discussion of the pros and cons of each.

Impact of budget and/or staffing.

Detailed recommendations on various subjects

The board of directors meeting can be conducted even without physical presence of all directors. Virtual Meeting can also be conducted, wherein the participant can be logged on to video conferencing which can validate the presence as good as face to face interaction.

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January 23, 2007

Corporate Bylaws Made Simple

Filed under: BizDoc News — admin @ 11:44 am

Writing your new corporation’s bylaws is a key step on your new businesses path to success. Corporate Bylaws are a set of rules and regulations which govern the business conduct and organization of your corporation. Simply put, Corporate Bylaws are the central document defining how the corporation should to be operated.
Every corporation must adopt Bylaws upon formation. Writing the Corporate Bylaws is pretty simple. A new corporations Bylaws are typically written and created by the person(s) who initiated the incorporation process, called the incorporator. They may also be written or formally adopted by the new corporations board of directors, and should be one of the board’s first actions.

For example, the Bylaws normally include requirements such as the number and election of directors, the various corporate officers, duties and obligations of board members and shareholders. These Bylaws and can be contained within a single written document, the bylaws dictate the operating principles and procedures that the corporation will follow throughout its life as a business entity, therefore are very important when outlining what the corporation can and cannot do. Please remember this very important detail.

Corporate bylaws are expected be more multifaceted the larger the business, but a typical corporation’s Bylaws will cover and should contain:

Identifying information - name, address, and principal place of business

Number of directors and corporate officers - authorized for the corporation

Number of shares and stock classes - that the corporation is authorized to issue

Outline of Procedure for corporate record-keeping - including rules for preparation and inspection of records

Outline of Procedure for director and shareholder meetings - including frequency, location, and protocol

Outline of Procedure for amending articles of incorporation and bylaws.

Keep in mind corporate bylaws are not filed with any agency, such as your new corporation’s “Articles of Incorporation” that must be filed with the Secretary of State, but they are extremely important and should be kept as an essential part of your corporation’s business records. We want to express this strongly, as they may need to be disclosed to potential investors, creditors, and other entities with whom your corporation does business with.

Our software BizDoc is a complete all-in-one set of tools and services to help you keep your corporate paperwork in complete compliance and effortlessly record all of your required corporate business transactions and dealings all in one easy to use program. You can test drive our BizDoc Software fully functional trial version by visiting our website.

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January 20, 2007

Stock Splits

Filed under: Articles — admin @ 1:50 pm

By David Gass

Stock Split is a kind of corporate action wherein the existing outstanding shares are divided in order to boost the liquidity of shares. The prices of the shares are adjusted automatically in the stock market when the action is implemented. It needs to be clarified that the equity capital of the company and its net assets remain the same. For instance, assume that the board of directors of a company decides to go for a 3:1 stock split. In this scenario, if the existing value per share is $90, the new value per share would become $30, while the net worth of the stock would remain the same.

Liquidity

The main reason behind companies going for a stock spit is to increase the liquidity of the shares in stock the market. More liquidity makes the buying and selling of the shares of a particular company easier. The split is either referred in the form of ratio or percentage as per the convenience of shareholders. Liquidity is an important factor to be considered by the management of the company. It is defined as the degree of flexibility to purchase or sell the shares or securities without making an impact on the prices of that share. It is done for the betterment of the investors.

Reverse Stock Split

Reverse stock split is an action that increases the par value of a share, while the total number of the company’s outstanding shares decreases. In this kind of split there is no effect on the net equity capital. To clarify the concept, we can take the following example. If the board of directors of a company decides to pursue a reverse split of 1:5, a shareholder having 5 shares of that company will now own only one share, but the value of that one share will be equivalent to the total value of 5 shares.

Reasons for Opting Stock Split

Over the past few years, companies used to pursue stock splits in order to help brokerage firms, since brokerage firms used to charge commission on the basis of number of shares being traded. Also market had been welcoming greater liquidity. However, the same does not hold true in today’s market, as most of the brokers charge a flat rate, irrespective of the number of shares you want to trade.

An investor may have concern that he or she is capable enough to purchase shares of high value. But a greater number of shares at a reduced purchase rate per share after stock split would make an investor to feel comfortable in making positions the stock. In this way, companies with a higher price may go for a stock split and decrease the rate per share, eventually attracting prospective investors. The net value and overall stock value remains the same at the end of the day, with higher greater number of shares and investors.

The market is now equipped with softwares that can enable you to handle necessary documents related to stock splits. Softwares to understand the accounting procedure involved in this process are available in the market at affordable prices.

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January 19, 2007

Types of Corporate Actions

Filed under: BizDoc News — admin @ 2:28 pm

By David Gass

A corporate action can be defined as a decision undertaken by the mutual consent of the board of directors of a company. A corporate action creates a direct impact on the stakeholders of the company including the shareholders and the bondholders. Companies may or may not involve the shareholders to vote for the decision taken, depending on the nature of the corporate decisions. After undermining a particular corporate action, the investor gets a better picture about the financial performance of a company. Adequate knowledge about corporate actions is essential, since investors can decide whether to deal with the particular company’s stock or not.

Different kinds of Corporate Actions

The following are some of the common corporate actions, which the companies take.

Stock Splits: Also known as a bonus share, a company divides the outstanding shares in order to boost the liquidity of its stock. Although, the stock splits have very negligible impact on the company’s equity or net assets, the number of outstanding shares increases significantly.

Dividends: These can be categorized into cash or a stock dividend. Dividends are retained earnings of the company that can be announced semi-annually, annually or quarterly. In cash dividend policy, the shareholders get a pre-decided cash dividend per share. A stock dividend is somewhat different from cash dividend, wherein the shareholders get an extra share or more for every number of shares they hold.

Rights Issue: Under this corporate action, companies issue new shares to their existing shareholders. If the response from their existing shareholders is not favorable enough, then new shares are offered to the general public. Rights issue adversely affects a company’s earnings per share, commonly known as EPS.

Mergers and Acquisitions: The most significant of all the corporate actions is a merger or acquisition by companies. Acquisition happens when a company acquires the majority shares of the target company. A company surrenders all its existing stock to the agreed company under the said terms and conditions. The stock prices of the companies involved are affected by acquisitions to a great extent. The value of the target company’s stock usually increases, whereas the value of the acquiring company’s stock decreases for a temporary period. Shareholders of the companies and regulatory authorities have to approve these consolidation activities.

In addition to these primary corporate actions there are other related events like capital reduction, conversion of securities, interest payment, minority offers and suspension. The board of directors takes these actions due to various reasons. For instance, when they find excess capital they opt for capital reduction. Similarly, suspension occurs when the company finds that a drastic change in the price of the shares is about to happen.

There are various softwares and information available in the markets that provide the necessary guidelines to educate the investors. These softwares are readily available at an economical price for the benefit of the investing community. It makes no sense to invest your hard earned money in something you are not sure will reap you the necessary benefits!

David Gass is President of Business Credit Services, Inc., founder of www.SmallBusinessConsulting.com and co-developer of the BizDoc Software which manages the records of a Corporation or LLC. For a Free Trial of the software visit www.businessdoc.com

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January 18, 2007

Types of Corporate Documents

Filed under: BizDoc News — admin @ 4:14 pm

By David Gass

Managing a corporation is no easy task, as is managing the various corporate documents that are used on a day-to-day basis in order to run the company. These corporate documents have to be recorded and filed, as it is necessary for a corporation to maintain records for a minimum of 6 years at least. The documents are proof that all the activities of the corporation are carried out as per the directive of the board of directors and the shareholders. A proper and efficient filing system is of paramount importance to make sure all the documents are safe from the dangers of theft as it can cause great harm to the company, if confidential matters are lost due to inadequate security.

Kinds of Corporate Documents:

When the company has been incorporated, the article of incorporation is the first basic document, which is the proof of the creation of the company. It is the documented proof of the corporate purposes and its powers, authorizing capitalization of stock and has to be filed with the Secretary of State after an appropriate fee has been paid and it has been notarized and signed by the incorporators. The certificate of incorporation is issued after being duly signed by the Secretary of State declaring the corporation to be a legal body as of its date of incorporation. Then there is the consent of Agent for service of process for the jurisdiction where the company was incorporated. The bylaws and the amendments of the articles of incorporation adopted by the corporation are other important documents. The minutes of all meetings and the consent in lieu documents, notices and waiver of notices, alphabetical list of shareholders for a meeting and proxies for a meeting are the next set of important documents. Letters addressed to the shareholders, resignation letters of directors, secretary certificates and shareholders agreements are other documents that are documented and kept safe by the corporation. Copies of share certificates issued are also filed and documented, as is the stock ledger with the folio pages, providing information regarding the name, address, date of issue, to whom it is issued, documents with the share holder’s signature acknowledging the receipt of the certificates. The stock ledger is maintained to know exactly who owns each share of the corporation currently. It is updated regularly with documented proof of such actions as transfer of share, if it is an original issue of share, or if the share has been received as a gift from another share holder, if the shares have been transferred from a deceased shareholder to his estate or a joint survivorship agreement makes the joint owner of the shares the new single owner of all the jointly held shares etc. Another important document associated with shares is the stock subscription agreement.

The company has to deal with a lot of legal documents such as government related documents such as franchise tax renewals, license renewal, a report of the company’s annual meetings etc.

The company has to document the financial records as well and maintain a current balance sheet, a profit and loss statement document, a host of other documents related to the corporate finance such as bank statements, records of all payments made for transactions, the fees received and the scale of pay of each of its employees, there are documents concerning dividends and the type of dividend agreed on by the board of directors and the shareholders, the various resolution that are proposed, those that are accepted and passed by a quorum of directors, the resolutions that are rejected, documents relating to bank transactions such as borrowing, relating to insurance etc. There are legal documents relating to the hire, purchase, lease and renting of assets, processes of litigation, bankruptcy filing etc. Documents relating to the S-corporation status are also important for a corporation.

Numerous softwares are available in the market online to help document and file these important documents of a corporation, with just a mouse click.

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Corporate Resolutions Made Simple

Filed under: BizDoc News — admin @ 1:35 pm

After you have formed your corporation, one of the first tasks is issuing stock to the shareholders of the company. There are six basic steps to issuing stock correctly.

Step 1 – Write down or type out each of the shareholders names, addresses, and percentage of the company they will own.

Step 2 – Determine how many shares the corporation has available to issue. The number of shares authorized to issue are indicated on the first page of your Articles of Incorporation. If you are unable to find them there, you can go to your corporation’s listing at your Secretary of State’s website and see how many shares are authorized. If you are still unable to find the number of shares, call the Secretary of State directly.

Step 3 – Calculate the number of shares you will issue to each individual shareholder based on the percentage ownership and number of shares. Don’t issue all shares available. If you have 25,000 shares available for issue, you may want to only issue 1,000 or 100 shares to start. This will give you more shares to issue at a later time if you have additional investors or stake holders come into the company.

Step 4 – Physically write out the stock certificates with the shareholders name, number of shares they own and the certificate number. Stock certificates can be purchased from office supply stores, directly online or you can purchase a corporate record book that will typically come with your first 10 or 20 certificates.

Step 5 – Record in your stock ledger each certificate that has been issued. In the stock ledger you will record the name of the shareholder, the number of shares issued, the stock certificate number, how much they paid for the shares, the type of shares they were (common, preferred, voting, non-voting, etc.), the date of the transaction, and who sold the shares to the new shareholder. If the company issued the shares it would be considered an initial offering of the company.

Step 6 – Send the stock certificates to each shareholder.

These steps provide a guide for issuing shares of a new corporation. Additional tasks that should be completed upon forming a new corporation are initial meeting of shareholders and directors, writing resolutions and opening a bank account.

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January 17, 2007

Types of Stocks

Filed under: BizDoc News — admin @ 3:51 pm

By David Gass

Choosing a stock while taking an investment decision depends upon your financial goals. Corporations issue different types of stocks, the basic two types being common stock and preferred stock. Another type of classification which is commonly used is to classify stocks as growth, value or blue chip stocks, amongst others. It is important to understand the various terms clearly so that you can make a wise investment decision.

Common Stock

This is the basic stock issued by a corporation and represents the fraction of the company owned by you. Common stockholders bear the most risks associated with the company. Common stockholders get dividends only after preferred stockholders have got theirs. However, the investors holding common stocks have voting rights in the company, which enable them to influence corporate resolutions. Preferred stock holders do not have voting rights.

Preferred Stock

This is a form of equity, but has the characteristics of both bonds and common stock. As the name implies, preferred stock holders can claim the earnings and also the assets in the event of liquidation of the company, prior to common stock holders. However, the claims of preferred stock holders come after those of bondholders.

Additional Classifications

Growth Stocks: Growth stocks are stocks of companies whose financial performance and earnings exceed the industry average and the economy in general. The profits are typically re-invested to expand the business and minimal dividends if any, are paid to stockholders. Stockholders gain because the share price goes up as the company grows.
Value Stocks: These are stocks considered undervalued by investors. Typically, these may be stocks of companies going through a rough patch or whose growth potential has been underestimated by the market. These stocks attract those investors, who believe in long-term growth of the company. The second richest man in the world and great investor, Warren Buffet, has championed the art of value investing.
Blue Chip Stocks: Blue Chip stocks are stocks of financially sound, well- established companies with managements having a well established track record of delivering earnings. Their stock price movements are less volatile and they pay regular dividends. Such companies have industry leadership.
Defensive Stocks: These stocks provide stability in stock price during periods of recession, economic slowdowns or slow down in industries. Consumers continue to buy food, medicines, gas and electricity even during slowdowns and stocks of companies dealing with these sorts of goods do not lose much value during rough patches in the economy.
Cyclical Stocks: Cyclical stocks are stocks of companies which perform along with business cycles. When the business cycle is in an upturn, the value of the stocks of companies related to the particular industry would appreciate rapidly, offering windfall gains. Commodities, airlines, durable goods manufacturers fall in this category. However, these stocks lose value during downturn in business cycles.
Income Stocks: These are especially suited for investors looking for a greater proportion of current income of companies. Income stocks offer a higher dividend in relation to their market price. Blue-chip companies and utilities like banks fall in this category.
Seasonal Stocks : Stocks of such companies fluctuate with seasons. Examples are stocks of retail companies, greeting card companies which have a greater proportion of sales during festive seasons.

Penny Stocks : These are low value stocks, typically with a value in the range of $1 to $5 per share and are traded Over-The-Counter (OTC). They are highly speculative and high risk investments.

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January 16, 2007

Understanding Stock Certificates and Issuing Stock

Filed under: Articles — admin @ 3:50 pm

By David Gass

Now that you have formed your corporation, protected your personal and family assets from the risk of doing business, it is time to issue your stock certificates.

While stock structure and issuing shares may seem very complicated at first, it is not. This useful information should help you make the process a real breeze. Stock structure is pretty flexible and can be amended as the needs of your company change.

No matter how large or small your business is, all corporations have stock; even those that are privately owned. A corporation is responsible for filing a notice of stock issuance, preparing stock certificates, and issuing stock certificates to its shareholders.

Stock represents ownership of the business. For you or anyone else to have an ownership in a corporation, shares of stock must be issued. When you structure your corporation, you will designate the number of shares that you will want to issue. These shares will exist as soon as your corporation is filed with the secretary of state.

Your Articles of Incorporation will state how many shares the company is authorized to issue. Basically, all issued shares will represent ownership of the company. Usually, a corporation does not issue all of its shares at the start of business as it probably will wish to save some shares of stock in reserve to be issued at a later date to raise capital for the corporation.

Many small corporations have only one stockholder, the person who started and runs the business. Regularly, a founder’s spouse or children are stockholders. A stock certificate is the physical evidence of ownership of shares in a corporation. It is also referred to as a share certificate.

Subsequently issuing stock in a small corporation, you will be able to determine who will receive shares of stock, what percentage of the corporation each shareholder will own and how much shareholders will pay for each share of stock.

Other important stockholders can include investors, friends, business partners and employees. Stockholders are also referred to as shareholders. Basically, shareholders significance in the company is proportional to the amount of shares that they own.

So now that you understand the simple stock certificate facts, you are ready to run your business!

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