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Incorporators

July 8, 2011

An Incorporator is a “person who joins with others to form a corporation and the successors of those who actually sign the papers of incorporation. The person or persons who execute the articles of incorporation.” Black’s Law Dictionary. The same source goes on to say that “In modern corporation statutes only a single incorporator is required. Under such statutes the role of the incorporator is largely limited to the act of execution of the articles of incorporation, and restrictions on who may serve as incorporators have largely been eliminated.”

Wyoming law states that “one or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.” Wyo. Stat. Ann. 17-16-201. A ‘person’ is defined elsewhere in the code to include other business entities. So a business may create a corporation (much of this is true for LLCs as well). Although some people prefer to incorporate their own business (meaning they are also the owners, officers, etc.), most people prefer to retain others to do this work. Lawyers, as well as business incorporation services (such as Wyoming Corporate Services), perform this function. The people (or businesses) that incorporate other businesses are rarely the ultimate owners, directors, managers or officers of the business that is created.

This is a serious business. Every state in the country has its own unique regulations regarding how a business is to be created. And since a primary purpose of any business entity is to shield the owners from liability for the businesses obligations, it makes sense to have someone who knows the rules and regulations create the business for you.

In addition, consider the capitalist nature of our economy. If I, as an attorney, am in the business of incorporating a company for my client, it makes good business sense to incorporate many businesses all at once and keep them on record. This anticipates the needs of my clients, and cuts down the start up time to virtually nothing. The law does not require that the incorporator be an attorney (although it makes sense to at least get legal advice). Thus, there is a prime money-making opportunity here: set up a business whose product is incorporated companies. And you build up inventory of your product by incorporating dozens, or hundreds, of companies, so you can provide your product quicker than the competition. But if you don’t sell every company right away, the natural result is a company that ‘ages.’

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