What is the Structure of a Corporation?

Each state has different stipulations concerning what defines a corporation, but there are some commonalities across the country.

Businesses must file Articles of Incorporation with the Secretary of State in the state of their home office, which detail the proposed structure of the business, before their status as a corporation can be approved. Each corporation is going to be different, of course, and each state has slightly different laws delineating the structure and bylaws that corporations must adopt.

Although corporate structures vary, most will need to contain the following three groups of people: shareholders, BOD, and officers.

1) Shareholders

People who own shares of the corporation. These shares could have been publicly-traded or divested to a small group of owners upon incorporation. In some instances, if there are only a few shareholders, they may actually take on the role of the board of directors, which is the next category. When there are many shares, the shareholders vote on who will sit on the board of directors.

2) Board of Directors

A group of people, elected by the shareholders, that usually includes a Chairman (essentially the head of the corporation), Inside Directors (internal representatives who may hold officer positions), and Outside Directors (external representatives who are not part of the company management otherwise). The purpose of the board is mostly to represent the shareholders and to act in their best interest.

3) Officers

The company’s upper management, mostly appointed by the Board of Directors and often including a Chief Executive Officer (CEO), Chief Operations Officer (COO), Chief Financial Officer (CFO), Chief Technology Officer (CTO), and Chief Information Officer (CIO).