How a Food & Beverage Business Hired a Lawyer to Review a Certificates of Incorporation in Texas

In New York, a business corporation is formed by filing a Certificate of Incorporation under Section 402 of the Business Corporation Law (BCL). The Certificate typically does not include the names of directors. The corporation’s bylaws outline the procedures for electing and removing directors, and shareholders often enter into a shareholders' agreement to address governance matters. To remove a director, the process is generally governed by the bylaws. If no bylaws exist, the BCL provides that removal usually requires a majority vote of the shares entitled to elect directors, unless a higher threshold is specified in the Certificate of Incorporation or bylaws.

Texas has several types of organizational structure options that will protect assets from creditors. There are a variety of factors that must be determined when deciding which entity type is best for your business. You will need a good business lawyer to help you decide between a C-Corporation, S-Corporation, Limited Liability Corporation, Joint Venture, General Partnership or a limited Partnership and the risks associated with each entity type. Roquemore Skierski PLLC are business and commercial litigation lawyers who act as outside counsel for many businesses, including start-ups, entrepreneurs, and established business. We help client's at each stage of their lifecycle from incorporation, to growth/expansion, to, ultimately, dissolution. www.roqski.com.