Corporate Governance by State

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.

This table describes for-profit corporations. See a similar table for nonprofit corporations.

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Alabama

Alabama Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person at least 19 years of age. No shareholder requirement. No residency requirement.
  • Quorum: Majority of directors, unless otherwise fixed in bylaws.

Officers:

  • As provided in the bylaws.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: not required.
  • Voting Trusts Allowed: Yes.

Annual Shareholder Meeting:

  • Required: Yes, but no consequence to not holding one.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action.

Annual Report:

  • Required: Yes.

Alaska

Alaska Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes, but only biennial.

Arizona

Arizona Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: No residency or shareholder requirement, unless in bylaws or articles of incorporation.
  • Quorum: Majority, unless fixed in bylaws or articles of incorporation.

Officers:

  • As prescribed in the bylaws or articles of incorporation.

Bylaws:

  • Required: Yes.

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 by all shareholders entitled to vote on the action.

Annual Report:

  • Required: Yes.

Arkansas

Arkansas Incorporation Guide

Directors:

  • Number: One or more, unless 50 or fewer shareholders, then no board required.
  • Qualifications: No residency or shareholder requirement, unless in bylaws or articles of incorporation.
  • Quorum: As prescribed by the bylaws or articles of incorporation, but no fewer than one third of the members.

Officers:

  • As prescribed in the bylaws or articles of incorporation.

Bylaws:

  • Required: Yes.

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: Most be unanimous to increase capital stock or bond indebtedness. Majority for all other actions.

Annual Report:

  • Required: Yes, annual franchise tax report.

California

California Incorporation Guide

Directors:

  • 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.

Annual Report:

  • Required: Yes.

Colorado

Colorado Incorporation Guide

Directors:

  • Number: At least one is required.
  • 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.

Annual Report:

  • Required: Yes.

Connecticut

Connecticut Incorporation Guide

Directors:

  • Number: At least one is required.
  • Qualifications: None required.
  • Quorum: Majority of directors, unless bylaws state otherwise.

Officers:

  • 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, 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.

Annual Report:

  • Required: Yes.

Delaware

Delaware Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • As stated in the bylaws. 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 enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Florida

Florida Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person, eighteen years of age or older.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • 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 enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Georgia

Georgia Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person, eighteen years of age or older.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • 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. May be altered by bylaws.

Annual Report:

  • Required: Yes.

Hawaii

Hawaii Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • 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 enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Idaho

Idaho Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • 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 enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Illinois

Illinois Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: A majority of directors, or more if stated in the bylaws.

Officers:

  • As stated in the bylaws. 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.
  • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Indiana

Indiana Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Iowa

Iowa Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes, biennial.

Kansas

Kansas Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Kentucky

Kentucky Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Louisiana

Louisiana Incorporation Guide

Directors:

  • Number: Number fixed in articles of incorporation or bylaws.
  • Qualifications: None.
  • Quorum: Majority of the directors.

Officers:

  • President, Secretary, and Treasurer required. One person can be any two of these.

Bylaws:

  • Required: No.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: 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.

Annual Report:

  • Required: Yes.

Maine

Maine Incorporation Guide

Directors:

  • Number: One of more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Maryland

Maryland Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws fix a different number. No less than one third.

Officers:

  • President, Secretary, and Treasurer required.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: 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.

Annual Report:

  • Required: Yes.

Massachusetts

Massachusetts Incorporation Guide

Directors:

  • Number: At least three required.
  • Qualifications: Must be a shareholder, unless otherwise in bylaws.
  • Quorum: Statute is silent.

Officers:

  • Clerk, Treasurer, and President required.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.

Annual Shareholder Meeting:

  • Required: Yes.
  • Action by written consent: Statute is silent.

Annual Report:

  • Required: Yes.

Michigan

Michigan Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of the directors, unless otherwise fixed in the bylaws or articles of incorporation.

Officers:

  • President, Secretary, and Treasurer required. One person can be any two of these.

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 provided for in the articles of incorporation.

Annual Report:

  • Required: Yes.

Minnesota

Minnesota Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural persons.
  • Quorum: Majority of directors, unless bylaws or articles of incorporation provide otherwise.

Officers:

  • Chief executive and chief financial officers required. May be the same person.

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.

Annual Report:

  • Required: Yes.

Mississippi

Mississippi Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Missouri

Missouri Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number. No less than one third.

Officers:

  • President and secretary required.

Bylaws:

  • Required: No.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: 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.

Annual Report:

  • Required: Yes.

Montana

Montana Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Nebraska

Nebraska Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporation fix a different number. No less than one third.

Officers:

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.

Annual Report:

  • Required: Yes.

Nevada

Nevada Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person 18 years of age or older.
  • Quorum: Majority of directors, unless bylaws or articles of incorporation fixes a different number.

Officers:

  • President, secretary, treasurer required.

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: No.
  • Action by written consent: Allowed if by a majority of shareholders entitled to vote on the action.

Annual Report:

  • Required: Yes.

New Hampshire

New Hampshire Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

New Jersey

New Jersey Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or certificate of incorporation fixes a different number. No less than one third.

Officers:

  • President, secretary, and treasurer required.

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.

Annual Report:

  • Required: Yes. Contents

New Mexico

New Mexico Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.

Annual Shareholder Meeting:

  • Required: Yes.
  • Action by written consent:

Annual Report:

  • Required: Yes.

New York

New York Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless articles of incorporation fixes a different number. No less than one third.

Officers:

  • As stated in the bylaws or as determined by the Board.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: 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.

Annual Report:

  • Required: Yes.

North Carolina

North Carolina Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

North Dakota

North Dakota Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Must be individuals.
  • 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.

Annual Report:

  • Required: Yes.

Ohio

Ohio Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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: Yes.
  • Action by written consent: Allowed if by all shareholders entitled to vote on the action.

Annual Report:

  • Required: Yes.

Oklahoma

Oklahoma Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Oregon

Oregon Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Pennsylvania

Pennsylvania Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural persons of full age.
  • 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.

Annual Report:

  • Required: No.

Rhode Island

Rhode Island Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

South Carolina

South Carolina Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

South Dakota

South Dakota Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Tennessee

Tennessee Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Texas

Texas Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.

Officers:

  • As state in the bylaws.

Bylaws:

  • Required: Yes.

Shareholders:

  • Qualifications: N/A
  • Stock Certificate: Required.
  • Voting Trusts Allowed: Yes.

Annual Shareholder Meeting:

  • Required: Yes.
  • Action by written consent: Not provided for in statute.

Annual Report:

  • Required: Yes.

Utah

Utah Incorporation Guide

Directors:

  • Number: Three required, unless fewer than three shareholders.
  • Qualifications: None.
  • 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. 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.
  • Action by written consent: Allowed if enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Vermont

Vermont Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors.

Officers:

  • 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.

Annual Report:

  • Required: Yes.

Virginia

Virginia Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

Washington

Washington Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

Annual Report:

  • Required: Yes.

West Virginia

West Virginia Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • Quorum: Majority of directors, unless bylaws or articles of incorporations fix a different number. No less than one third.

Officers:

  • As provided in the bylaws.

Bylaws:

  • Required: Yes.

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.

Annual Report:

  • Required: Yes.

Wisconsin

Wisconsin Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: Natural person.
  • 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.

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 enough shareholders consent to equal the number required to take action by vote.

Annual Report:

  • Required: Yes.

Wyoming

Wyoming Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

District of Columbia

District of Columbia Incorporation Guide

Directors:

  • Number: One or more required.
  • Qualifications: None.
  • 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.

This page was last fact-checked April 21, 2014.
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