Legal Question in Business Law in Maryland

Corporation

I formed a Corporation in the State of Maryland as the Incorportor and the Resident agent and my self as the only board of directors on October-9-1998.

I formed the corporation without any Lawyer advice as a Close Incorporation ,and I was dating a lady that told me that I need on more people for the Company so we filled an amendment on October/23/1998 changing the director to her Name as the Only Director and Me as the Agent and the President.On the Amendment where we were filling the Papers the Clerk Crossed the First Line which states that we are forming a corporation, because and I am just Guessing that the Corporation was already Corporated.We changed the Principal office of the Corporation to My Residence as I was using a P.O.Box . The Last Change was Seventh that states that Naming her as the Only Director ,and No boards of directors till election takes Place but up to Now Nothing Have Been done .

Please give me your feed back on this Matter and if you would send me your telephone Number I will Call you.

Thanks Again.


Asked on 12/01/99, 11:07 pm

2 Answers from Attorneys
MYRON LEWIS MYRON LEWIS

Re: Corporation

Why should She be the Director of Your Corporation? It's your business!! Have immediate elections, and vote for yourself as director! Has Md. informed you that there's a problem with your amendments? If not, your actions should be legal. I wish you all the best. Bruce Lewis, Esquire, 301-907-3809

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Answered on 12/03/99, 8:50 am
Robert Sher Wagshal and Sher

Re: Corporation

First of all, I'm not sure of your lady friend's motives, but a Maryland close corporation only needs 1 director when you apply for a charter. After that, you can even dispense entirely with the board of directors and run the corporation with a management committee. Although your letter was unclear, it sounds like you didn't complete them properly, if you still haven't received your charter after more than a year. If the papers were rejected, you would have been told the reason for the rejection so you could correct them and resubmit for approval.

Our office has helped many small businessmen and women set up corporations and limited liability companies and I would be happy to be of service. If you want to schedule an appointment, you can call me at 301 986-4555.

Robert J. Sher

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Answered on 12/02/99, 3:05 pm


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