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Old 08-07-2002, 09:17 AM
LawnLad LawnLad is offline
LawnSite Senior Member
Join Date: Jan 2002
Location: Cleveland, Ohio
Posts: 738
You can write whatever you want into your Close Corporation Agreement, which sets up how you operate your business. Your Close Corporation agreement will change depending on the number of share holders... below are a couple of excerpts from a Close Corp with two or more shareholders and then one shareholder. Written by two different attorneys so their language is different but the effect is the same.

With two or more shareholders....

2. The Corporation shall have no Board of Directors. Instead, the shareholders shall exercise the authority of a board of directors in all actions on behalf of or with respect to the corporation that would under Ohio law ordinarily require action by a board of directors.

7. The Corporation shall dispense with annual meetings, unless a shareholder, by written notice to the President or Secretary either by personal delivery or by mail within in 30 days after the end of the most recent fiscal year of the Corporation, requests taht a meeting be held. Provided, however, the annual financial statements required by Section 1701.38 of the Ohio Revised Code shall be delivered to each shareholder on or before the last date upon which the annual meeting otherwise could have been held.

Excerpts from a Close Corp with only one shareholder...

2. The corporation shall have no board of directors.

3. The corporation shall have no code of regulations.

5. Since the corporation has only one shareholder, it shall be unnecessary to hold annual meetings. If necessary, the shareholder may call a special meeting to transact and document any any business that might require formal shareholder approval. Any shareholder meeting of the corporation may be held within or without the State of Ohio. Additionally, pursuant to the authority of Section 1701.54 of Ohio Revised Code, the shareholders of the corporation may choose to adopt resolutions and conduct business without a meeting, provided that he completely complies with all provisions of the Ohio Revised Code with respect to such action.
Lawn Lad, Inc.
Cleveland, Ohio
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