That would be nice, but this is the beginning of you needing to think about why you formed the corporation to begin with: to make it separate from the sins of the past. So, no, new bank account, with a new tax ID number. Sorry.
Authorized shares are the number of shares your corporation is authorized to issue. You do not have to issue all of your authorized shares, and frequently it can be a mistake to do so. Authorized shares do not vote, and do not participate in dividends.
Directors are the individuals who direct or guide the corporation with respect its overall business model and, well, direction. The board sets policy and votes on major or extraordinary decisions. Shareholders elect directors, and directors elect officers. The “board” is the entirety of all of the directors.
Whether for a corporation or in any business or political setting, bylaws are the rules that govern the procedures of the particular entity. In a corporation, the bylaws is the set of rules which address, for example, when meetings will be held, and what the duties of the officers are. Though it’s a standard document for a corporation, some LLCs will also choose to have bylaws separate from their operating agreement. Some bylaws are considered “off the shelf”, but your business, like any other, is unique, and therefore it’s a document that should be reviewed and drafted carefully to suit your particular needs.
Need? No. And if I were a litigation attorney who made money off of people’s mistakes, I’d say don’t have one and let the chips fall where they may -- better yet, let state law govern your rights and duties. But I’m in the business of preventative law. So, yes, you should have an operating agreement. Just by way of example, without one, and your partner dies, you’ll become partner’s with your dead partner’s surviving spouse -- think about that one for a minute. No way out of that without a written operating agreement providing for a buy-out.
Capitalization can mean a couple of things. At first it usually refers to the contributions of money or property that the owners (shareholders or members) have contributed to the business, their “capital contributions”. Later on, or as a result, or in anticipation of such contributions, it may refer to a capitalization chart or table, which will set out each owner and their percentage interest in the entity.
Directors are the individuals who make up the board of directors. Due to the responsibility these individuals have, it’s common for the business to obtain insurance to cover the directors (aka D&O insurance) for the decisions they make, even though the fact of the corporation is supposed to shield – sometimes things don’t go the way you expect . . . pesky lawyers!!
Hopefully something that you have plenty of! A dividend is the cash (or property) that is transferred from the corporation to its shareholders after all expenses are paid, including the corporation’s taxes. Only C Corporations pay “dividends”; S Corporations make “distributions”, since S Corporations themselves do not generally pay taxes. A dividend is not a deductible expense of the corporation.
A CEO is the Chief Executive Officer. This is the person responsible for over-seeing all of the day-to-day activities of the corporation. Sometimes LLCs have CEOs. The CEO is the face of the company, and so larger businesses tend to hire a CEO that has appeal to the public to encourage investment in the business, or to attract new customers. The CEO, when it comes to extraordinary decisions, seeks and takes direction from the board of directors. The CEO can be, but need not be, a shareholder.
The Chief Financial Officer, also sometimes known as the treasurer, handles the financial aspects of the corporation or LLC. In larger businesses, the CFO becomes an advisor to the CEO, conferring on best approaches for increasing business or investment. In a very small business, the CEO and CFO are frequently the same person, and there’s nothing wrong with that.