What you need to Incorporate

Posted on Leave a commentPosted in Blog

Number of People needed to Incorporate To incorporate a business in Ohio, you only need ONE (1) person. Three Officer roles of President, Treasurer and Secretary must be filled. However, all officer and director positions may be held by one person and these do NOT have to be paid positions. Incorporators should be at least […]

Stockholders of a Corporation

Posted on Leave a commentPosted in Blog

The stockholders are the people who started and own the company for their mutual benefit Stockholders (or Shareholder) invest money, property, labor (also referred to as sweat equity) or something else of value into the corporation. In return, the stockholders will own a part of the corporation relative to the amount they invested. Stockholders provide […]

Officers of a Company

Posted on Leave a commentPosted in Blog

The Directors of a Company appoints and hires Officer(s) to manage the day-to-day affairs of the company.  Officer(s) handle all of the daily decisions required to run a business and the scope of their duties depends on the size of the company. A Company  usually has the following officers: Title Role Responsibility President Carries out […]

Directors and Officers Liability Insurance (D&O Liability)

Posted on Leave a commentPosted in Blog

Directors and Officers Liability Insurance (D&O Liability) is purchased by companies to provide financial protection of corporate board members and corporate officers from being held personally responsible for actions of the company. Claims may be made against companies and their boards and officers by employees, stockholders, and consumers/customers. Corporate board members in particular serve without […]

Conflicts of Interest

Posted on Leave a commentPosted in Blog

Conflict of interest policies require board members to disclose outside interests conflicting with the interests of the company. These potential conflicts of interest include relationships or responsibilities (personal, financial, and others). The policy allows board members to keep a director from participating in discussion, reporting, or voting on an issue. The member may also recuse […]

Why Not Directly Compensate Board Members?

Posted on Leave a commentPosted in Blog

It is not a good idea to provide board members with direct compensation. Directors have fiduciary responsibility, and being compensated interferes with that responsibility. Being compensated could be considered a conflict of interest for directors. At the least, it causes directors to work for the money, not the benefit of the company. Beyond paying for […]

Board of Directors Compensation

Posted on Leave a commentPosted in Blog

As soon as you start inviting individuals to your board of directors, you will be asked about compensation. Outside board members (those who are not also executives of the company) are typically compensated, but the level and type of compensation depends on the size and type of company. • Travel Reimbursement – Almost every company […]

Outside Directors

Posted on Leave a commentPosted in Blog

An outside director is a member of the board who is not otherwise employed by or engaged with the organization, and does not represent any of its stakeholders. Typical examples include a director who is president of a firm in a different industry or someone who is a member of the community in which the […]

Other Executives of the Organization

Posted on Leave a commentPosted in Blog

Other Executives of the Organization, such as its chief financial officer (CFO) Large Shareholders (who may or may not also be employees or officers) Representatives of Other Stakeholders, such as labor unions or major lenders. Advisors, such as the corporate attorney or accountant. An inside director who is employed as a manager or executive of […]

Corporate Board Treasurer

Posted on Leave a commentPosted in Blog

Corporate Board Treasurer – The treasurer of the board of directors has primary responsibility for the financial well-being of the company, but does not take day-to-day responsibility. Included in the board treasurer’s duties are: • Creating and maintaining the company’s annual budget for each fiscal (financial) year. This responsibility includes presenting the budget to the […]