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Question 41


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Corporate Bylaws and initial board of directors resolution
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Question: I have corporation (Sub-chapter S) that was converted from an LLC. I am the only employee of the buisness (sole prop). Question: Can I dismiss the Board of Director part of my By-Laws?

Response: A corporation must have directors. Most states require that you name the directors each year in an annual filing. I would not get rid of the board of directors section of your bylaws. Just have the shareholders (assume you are the sole shareholder) name you the sole director. It's my understanding that Maryland allows a corporation to have just one director. Maintain corporate formalities even if they appear to serve little purpose. The main reason a single owner operates his or her business as a corporation is for limited liability. Failing to maintain corporate formalities may undercut your cloak of limited liability.

Submitted: 09/17/2007; E, Maryland
Response: 09/17/2007; JJR


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