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.


Alabama

Our Resources:

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: No.

Alaska

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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: No.

Oklahoma

Our Resources:

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: Only for foreign corporations.

Oregon

Our Resources:

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

Our Resources:

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: Yes, every 10 years.

Rhode Island

Our Resources:

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

Our Resources:

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: No.

South Dakota

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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

Our Resources:

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.
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