Patty Pansing Brooks for Congress Election Campaigns ” election/dissolution certificates for domestic stock corporations”

” election/dissolution certificates for domestic stock corporations”

March 20, 2025| maia17| 0 Comment| 8:21 AM

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Certificates Of Election/Dissolution – Domestic Stock Corporations

A certificate of election or dissolution is a necessary document for domestic stock corporations that are either electing to become a corporation or dissolving their existence. These certificates are important for keeping track of the status of a corporation and ensuring compliance with state laws.

Electing to become a Corporation

A corporation must file a certificate of election with the Secretary of State to officially become a corporation. This certificate is typically filed along with the articles of incorporation and other necessary documents. The certificate of election outlines important information about the corporation, such as its name, purpose, and registered agent.

In most states, the certificate of election must be signed by the incorporator or initial director of the corporation. The signature serves as proof that the corporation has been elected and is officially establishing itself as a legal entity. The certificate may also need to be notarized or include a corporate seal.

Once the certificate of election is approved and filed, the corporation will receive a certificate of incorporation from the Secretary of State. This certificate serves as proof of the corporation’s existence and allows the corporation to begin conducting business as a legal entity.

Dissolving a Corporation

On the other hand, a corporation that is looking to dissolve its existence must also file a certificate of dissolution with the Secretary of State. This certificate marks the end of the corporation’s legal existence and must comply with state laws and regulations.

The certificate of dissolution typically includes the corporation’s name, date of incorporation, and reason for dissolution. It must also be signed by a majority of the corporation’s directors or officers, as well as a notary public. In some states, the certificate may also require the approval of the shareholders.

Once the certificate of dissolution is approved and filed, the corporation will receive a certificate of dissolution from the Secretary of State. This document serves as proof that the corporation is no longer in existence and cannot conduct any business activities.

Importance of Certificates of Election/Dissolution

Certificates of election and dissolution are important documents for domestic stock corporations as they mark important milestones in the corporation’s existence. These certificates are necessary for complying with state laws and regulations and ensuring the corporation’s legal status.

For newly elected corporations, the certificate of election establishes their legal existence and allows them to conduct business activities as a corporation. This provides the corporation with liability protection and various tax benefits. Furthermore, the certificate of incorporation is often required when conducting business transactions, such as opening a bank account or entering into contracts.

On the other hand, the certificate of dissolution is crucial for dissolving the corporation’s existence and terminating its legal status. This helps prevent the corporation from incurring unnecessary debts or liabilities and ensures that the corporation is no longer subject to state regulations. Additionally, the certificate of dissolution may be required when settling any outstanding matters, such as final tax filings or distributing assets to shareholders.

Conclusion

Certificates of election and dissolution play a crucial role in the lifecycle of domestic stock corporations. These documents serve as proof of a corporation’s legal status and are necessary for complying with state laws and regulations. Corporations must ensure that they file the appropriate certificate of election or dissolution with the Secretary of State to establish and terminate their existence as a legal entity.

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Patty Pansing Brooks is a state senator, attorney, small business owner, and lifelong community organizer.

Patty has a proven track record of values-led policymaking and coalition-building to make positive change for all. She was the Co-Chair of the $6 million Union Plaza Fundraising Campaign to create Lincoln’s first urban park. Patty also served as Co-Chair of the $9.6 million Centennial Mall renovation, which helped make the 7 blocks between our Capitol and our State University a beautiful, historic celebration of Nebraska for all visitors. Finally, she was the Co-Chair of the $250 million Lincoln Public Schools bond issue in 2007 with former Senator and friend, Kathy Campbell. That bond issue improved every school in every zip code in Lincoln.”

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In her two terms as a state senator representing Nebraska’s 28th District, Patty has fought hard and achieved victories for our most vulnerable neighbors, particularly children. One focus of her legislative career has been youth justice reform: Patty introduced and passed bills that have expanded children’s rights to legal representation in the justice system, established automatic sealing of children’s court records when they have completed their sentences, and reoriented the purpose of school peacekeeping officers away from bringing more children into the justice system, and toward keeping kids in school.

“Helping people is what it means to be a Nebraskan. More than politics or party, love fuels the fight for real change. When we love our families and our communities — and when someone is in need — we must step in, speak up, and make change happen.”

Additional legislative victories have included protecting victims of human trafficking and enacting stricter punishments on people who benefit from trafficking; creating and leading the Whiteclay Public Health Emergency Task Force that ultimately allowed the Oglala Sioux to reclaim sovereignty over their public health; legally protecting workers to discuss their wages without employer retaliation; codifying the Nebraska Department of Education’s definition of dyslexia as a learning disability, requiring schools to offer evidence-based reading support; and establishing Nebraska’s first officially recognized Indigenous People’s Day.

Patty was born and raised in Lincoln, Nebraska, where her family has lived for four generations. Two of her three children constitute the fifth generation in Lincoln. She is a proud product of Southeast High School, graduated from Colorado College with a B.A. in Political Science, and received her law degree at the University of Nebraska College of Law.

She lives with her husband Loel in Lincoln, where they work together as law partners. They are longtime members of First-Plymouth Congregational Church, where they were married (as were Patty’s parents Lu and Tom). Patty and Loel have three children, Taylor, Graham, and Avary, who have grown into bright, kind, and civic-minded young adults who fill their parents’ hearts with blessings and joy every day!

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