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Old 08-11-2006, 08:01 PM
vkjjwala
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Default New Corporation formation and ownership

I have recently got a corporation (Web Spiders Inc.)incorporated over internet in the state of Delaware through a registered agent who after incorporating has sent me certificate of Incorporation without our name as directors and has also executed an action turning over the Corporation to us and this turning over document is having mention of my name but this document has not been filed. The Incorporator has said that the document need not be filed . In this scenario how is my ownership getting confirmed with state. I want such legal evidence recorded with the state of Delaware that would stand valid and is acceptable regarding my ownership. Please submit your views
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Old 08-22-2007, 01:53 PM
kat02
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It is not uncommon that the names of the principals are not in the organizational Certificate. The Action of Incorporator is evidence that the company has been turned over to whomever is named as the initial Director(s) of the corporation. This document is not filed. A copy of the Certificate of Incorporation and Action of Incorporator should be sufficient evidence to provide to a bank, etc. (they may ask for a Certified Copy or Good Standing - obtained for a fee through any registered agent or directly through the Division of Corporations). Additionally, the organizational meeting should be held, wherein the initial Director(s) named in said statement will elect the Board and Officers of the company. The actions of the Board and Shareholders should always be documented in meeting minutes by the Secretary of the corporation, and held by the Secretary in the Corporate Minutebook at the principal office of the Corporation.

Annually, you will file the state franchise tax report online, which requires you to identify the Directors and Officers of the company. In Delaware, this is the only "filing" of Officers/Directors required. This information, while public, is not made readily available. It may be obtained only if someone orders and pays for copies of the filed annual reports.
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