Syndicate Legal Advisory Services prepares the complete set of documents required to form a statutory close corporation in the states whose corporation statutes provide for one — including Delaware, Maryland, Nevada, Texas, Illinois, Wisconsin, and others — to organize it, and to establish its governance, ownership, and compliance framework from the first day of operation. A statutory close corporation is a corporation whose articles elect close-corporation status, limit the number of shareholders (thirty in Delaware), restrict share transfers, and prohibit public offerings, in exchange for the freedom to be run by its shareholders directly — dispensing with the board of directors, formal meetings, and other corporate formalities — under a shareholders’ agreement the statute makes binding. We draft, assemble, and organize every incorporation document, custom bylaws (or the shareholders’ agreement that replaces them where the board is dispensed with), the organizational resolutions and stock issuance documents, and the post-incorporation compliance calendar, so the corporation is formed correctly, governed by documents that reflect how its owners actually intend to run it, and positioned to stay in good standing. State filing fees, registered-agent fees, publication costs, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Formation planning and intake — a structured intake and written summary confirming the state of incorporation and whether its statute offers close-corporation status (and, where it does not, the alternatives — an ordinary corporation with a comprehensive shareholders’ agreement, or an LLC — that achieve a similar result); the shareholders and their share allocations against the statutory maximum; whether the shareholders will dispense with the board and manage the corporation directly, or keep a board with reduced formalities; the management and voting arrangements; the transfer restrictions and buy-sell terms; the tax classification, including the S-corporation election most close corporations make; the corporate name and registered agent; and any later financing the shareholders anticipate that close-corporation status would preclude.
Name availability — the name-availability search and reservation filing where wanted, a preliminary trademark-conflict screen, and the assumed-name filing where applicable.
Articles or certificate of incorporation — preparation of the articles in the form the close-corporation subchapter requires, including the statement that the corporation is a close corporation, the maximum number of shareholders, the statutory share-transfer restrictions and the prohibition on public offerings, the authorized capital, the election to dispense with the board and vest management in the shareholders where chosen, the registered agent and incorporator, and the optional provisions appropriate to the corporation: limitation of director or managing-shareholder liability, indemnification, pre-emptive rights, and the provisions governing the vote required to terminate close-corporation status.
Custom bylaws or management provisions — where a board is retained, bylaws written for the corporation’s structure with the reduced formalities the statute permits; where the board is dispensed with, the management provisions placed in the articles or the shareholders’ agreement allocating to the shareholders the powers and duties the board would otherwise hold, the shareholders’ liability for managerial acts the statute attaches to that election, the officers and their authority, informal action and written consents in place of meetings, stock and transfer procedures, indemnification, records, and amendment.
Shareholders’ agreement — the close-corporation shareholders’ agreement the statute authorizes and makes binding on the corporation and all shareholders, addressing the management of the business and the division of responsibilities; voting agreements and the matters requiring unanimous or supermajority approval; the distribution of profits and compensation; the transfer restrictions and rights of first refusal the articles require; the buy-sell provisions on death, disability, divorce, bankruptcy, withdrawal, or termination of employment, with the valuation method and payment terms; deadlock resolution and the statutory provisional-director or custodian remedies; the admission of new shareholders within the statutory cap; confidentiality, non-competition, and non-solicitation covenants where wanted; dispute resolution; and the S-corporation eligibility safeguards where that election is made.
Organizational resolutions and initial records — the incorporator’s action and the organizational consent of the board or, where dispensed with, of the shareholders, adopting the governing documents, electing officers, authorizing the share issuance and accepting the consideration, approving the stock certificate form with the close-corporation legend and transfer-restriction notice the statute requires, and authorizing the bank account and tax elections; the stock ledger, legended share certificates, subscription agreements, and record book index.
Tax identification and elections — the federal employer identification number application, the Form 2553 S-corporation election where elected, and the state tax and employer registrations the business requires.
Compliance filings and post-incorporation toolkit — the initial report where required, publication notices where required, the beneficial ownership information report where the corporation is subject to it under the rules in effect at formation, foreign qualification applications for other states, and a compliance calendar and template set for the annual shareholder consent, the annual report and franchise tax, registered-agent renewal, state tax filings, the shareholder-count monitoring and transfer procedures that preserve close-corporation status, and the procedure for terminating that status if the corporation later outgrows it, with a one-page summary of the reduced formalities the shareholders should still observe.
Deliverable: a complete, indexed corporate record book (electronic and hard copy) containing the filed or file-ready articles, the executed bylaws or management provisions, the shareholders’ agreement, the organizational consents, the stock ledger and legended certificates, the subscription agreements, the tax identification and election documents, the compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document for execution by the shareholders and officers.