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Structure

The Structure of the Corporation

Since the corporation is a Corporation, there are also shares of stock. In the U.S., however, there can be shares with no nominal value. This differs from the Corporation which has "issued shares" of the "authorized shares". 

The number of "authorized shares" is defined in the Articles of Incorporation (or the Memorandum of Association, or MOA). This founding document stipulates the number of shares that may be issued by the company. Of these authorized shares, the "issued shares" are the shares that have been actually issued to shareholders of the company. Each share has one vote at a Shareholders Meeting.  As previously described, issued shares of a Corporation may be owned by a single person; and, in such case, that person would have sole decision-making power.


"Board of Directors", "Executive Officers", and "Shareholders Meeting" are the three bodies of a U.S. Corporation.
 

Board of Directors
The Board of Directors is responsible for the basic decisions of the company. This means that the Board of Directors, for example, makes the decision on whether the company's shareholders are paid a dividend and, if so, how high. The conclusion of contracts that are significantly above the company’s daily business is also decided by the Board of Directors. An individual operating as a single shareholder in his or her Corporation is, of course, the only member of the Board of Directors of their company. The same applies to "Executive Officers". If a decision is called for from a single-person Corporation, he or she is the only member of the Board of Directors and, therefore, also the only Executive Officer of their company.

Executive Officers

The Executive Officers are responsible for the daily operations of the Corporation so they make the everyday decisions of the company. They are elected or appointed by the Board of Directors. In larger companies, there are other executive officers with different functions such as Treasurer, Secretary and President and, together, they form the Executive Board. 

Shareholders Meeting

Pursuant to U.S. law, the Shareholders Meeting is another body of the Corporation. How often a Shareholders Meeting is to take place is also required to be a part of the Corporation’s Articles of Incorporation. In many U.S. states, the Shareholders Meeting is required once a year. In addition, in extraordinary circumstances - such as a proposed amendment of the Articles of Corporation and other reasons - a special Shareholders Meeting can be held. An important task of the Shareholders Meeting is the election of the members of the Board of Directors.

The rules for the various bodies of the Corporation are to clearly show if a small business has been established as a Corporation even though the structure of a Corporation is also committed to optimizing the processes for large enterprises. The Corporation will then becomes a general purpose instrument suitable for a variety of start-up projects.

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