The BOC And Your Business
How does the new Business Organization Code affect my business?
The Code adopts uniform terminology and filing fees and simplifies document formats, but makes few substantive changes. Changes in terminology include the following:
| Prior to BOC: | After BOC: | |
| Incorporator (of a corporation) | replaced by | Organizer |
| Articles of incorporation | replaced by | Certificate of formation |
| Articles of amendment | replaced by | Certificate of amendment |
| Articles of incorporation and bylaws | included in | Governing documents |
| Board of directors | included in | Governing authority |
| Director | included in | Governing person |
| Shareholder | included in | Owner |
| Certificate of authority | replaced by | Registration |
| Regulations (LLC’s) | replaced by | Company agreement |
Examples of limited substantive changes in the Business Organizations Code.
- Limited Liability Companies may now be formed for a non-profit purpose.
- For corporations and Limited Liability Companies, the Code permits the use of electronic or internet meetings so long as the equipment permits participants to communicate with all other participants. This provision does not apply to partnerships. see Code §6,002(a).
- Corporations may now use the term “Limited”‘ or “Ltd.” in their name.
- Limited partnerships now have 1 year (rather than 90 days) to appoint a new general Partner to continue a Limited Partnership after withdrawal of the General Partner to continue a Limited Partnership after withdrawal of the General Partner.
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