After the statutes come the articles of incorporation, and then the bylaws. This means that if there are any inconsistencies between the articles and the bylaws, the articles will trump. Avoid Duplication. This can lead to confusion for nonprofit leadership and staff.
Because of this, it can be better to keep the articles rather lean with just essentials, and cover the remaining governance issues in the bylaws. Consider Default Rules. The Colorado statutes handle many issues by default rule. This means that, unless the corporation chooses otherwise through its articles or bylaws, it must abide by the statutory provisions. Once such default rule is proxy voting, discussed in our prior post. All nonprofit corporations seeking an exemption from federal income tax must have the bylaws since you'll be required to file a copy of the bylaws along with your application to the IRS.
Articles of Incorporation are the legal document that creates your corporation. The founder or the person applying for incorporation prepares and files the Articles of Incorporation with the approval of the initial directors of the company. Despite their similarities and differences, the articles and bylaws both are essential documents in establishing the legal structure of a company.
If you need help with bylaws vs. The Articles for both business types must include the full name of the company, its official business address and the name and address of a Registered Agent.
The Registered Agent is an individual or business that has a regular address, is open every day and can readily be located in order to serve legal notice on the company. In the case of a corporation, the name and address of each incorporator must be listed in the Articles of Incorporation. Partnerships and sole proprietorships are not required to register with the state unless they are going to do business in any name other than the name of the owner s.
Most businesses prefer to put the minimal amount of information about their company in public records. While an Operating Agreement may not be required, having well drafted Bylaws or Operating Agreement that clearly defines the duties and responsibilities of the owners will help avoid future disputes. WARNING: Whoever wrongfully misapplies the proceeds of an SBA disaster loan shall be civilly liable to the Administrator in an amount equal to one-and-one half times the original principal amount of the loan under 15 U.
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