Formation of Corporation
1. Preincorporation Transaction
   • Promoter
     • jointly and severally liable
     • adoption and novation
   • article of incorporation(charter)
   • prospectus
2. File Article of Incorporation
   • Incorporator file article of incorporation to secretary of state.
   The RMBCA requires that the articles of incorporation include:
   • Corporate name for the corporation
   • Numbers of authorized share
   • The addres of the corporation
   • Name and address of registered agent
   • Name and address of incorporators
   Incorporator may include below items in the article of incorporation:
   • Purpose of corporation
   • Duration
   • Par Value
3. Organization meeting
   • Incorporator open organization meeting.
4. First meeting of boad of Directors
   resolution
   • Election of officers
   • Adoption of initial bylaws
     Bylaws
     • Accounting period
     • procedure of Shareholders' meeting
     • detail of director,officer
   • Adoption of preincorporation contract

capital structure

Authorized shares	Issued shares	Outstanding shares
	Unissued shares	Treasury stock
	Unissued shares	Cancelled shares

Drector's power
• Amend the bylaws
• Declaration of dividnds
• Election and removal of officers
• Fix compensation of directors
• Right to inspect book and record

Duties of directors & officers
• Fiduciary duty
  • Duty of Care
    • Business judgement rule
  • Duty of loyalty
    • Conflict of interest

Stockholders' Right

Derivate action Plaintiff On behalf of Defendant Recovery goes to Derivative Action Shareholder Corporation Directors/Officers Corporation Class Action Shareholder All Shareholders Corporation Shareholders Assets share on dissolution Voting right Amedment of articles of incorporation Election and removable of director Merger and dissolution Sales or dissolution of major parts of assets Right to inspect book Proper purpose doctrine Shareholders may not excesice rights to inspect books and records for personal interest. Preemptive rights

Limited Liability
• Subscription
• Watered Stock
• Treasury Stock
• Valid consideration