Shareholders: The Foundation of Ownership
Shareholders are the owners of a C-corporation. Their ownership is represented by shares, and although they are not typically involved in daily operations, they play a critical role in governance.
Key Responsibilities:
- Voting on major corporate decisions.
- Approving strategic changes, such as mergers.
- Appointing and dismissing directors.
- Receiving dividends and transferring shares.
One of the main advantages of a C-corporation is limited liability: shareholders are only liable for the amount they have invested in shares.
Board of Directors: Strategic Leadership
The Board of Directors is the governing body of a C-corporation, elected by the shareholders. They set the strategic direction of the company and oversee its operations.
Duties and Powers:
- Approving major corporate actions, such as issuing new shares.
- Ensuring compliance with legal and ethical standards.
- Appointing officers responsible for daily operations.
Even for smaller businesses, the board can consist of just one person, offering flexibility for entrepreneurs who take on multiple roles.
Officers: The Operational Engine
Officers of a C-corporation are responsible for the day-to-day management and execution of policies established by the Board of Directors. Common roles include CEO (Chief Executive Officer), CFO (Chief Financial Officer), and Corporate Secretary.
Key Responsibilities:
- Making daily operational decisions.
- Managing finances and reporting.
- Ensuring compliance with governance and regulatory requirements.
The Corporate Secretary plays a unique role in ensuring the company meets all legal obligations, organizing board meetings, and maintaining official corporate records.
President
The President is the highest executive officer responsible for the daily management of the company. Together with the board, they determine the strategic direction, oversee operations, represent the company externally, and ensure the implementation of policies and objectives. The President typically reports to the Board of Directors and may, in some cases, also combine the role of CEO.Vice-President
The Vice-President supports the President in the daily management of the company and may be responsible for specific departments or projects. They act as a substitute for the President in their absence and assist in developing and executing strategic policies. The Vice-President works closely with other members of the management team and generally reports directly to the President or the Board of Directors.Secretary
The Secretary is responsible for managing the administrative and legal obligations of the company. They keep minutes of board meetings, ensure compliance with statutes and regulations, manage key documents, and facilitate communication between the board, shareholders, and external parties. The Secretary plays a crucial role in corporate governance and often reports directly to the President and the Board of Directors.Director
An (executive) Director is both a member of the Board of Directors and actively involved in the daily management of the company. They typically hold a specific management position (e.g., CEO, CFO) and combine governance tasks with operational responsibilities. The Executive Director helps implement the strategy approved by the board and directly manages departments or projects.
An American INC or C-corporation offers a formal structure with clear responsibilities and authorities, which can be fully set up from Europe with the help of Van Holland Group.
Specialized Committees: Additional Oversight
Larger C-corporations often have specialized committees within the Board of Directors, such as the Audit Committee and the Compensation Committee. These committees oversee financial reporting and executive compensation, respectively.
Why Choose a C-corporation?
The hierarchical and formal structure of a C-corporation provides a robust system of checks and balances. It’s a flexible model that works for both small businesses and large multinationals. Additionally, the ability to raise capital through shares makes this entity ideal for companies aiming for significant growth.
Managing Everything from the Netherlands
Setting up an American C-corporation might sound complicated, but with the right guidance, the entire process can be handled from the Netherlands. From registering the company to establishing the governance structure, we guide you every step of the way. Our experts ensure compliance with all U.S. legal requirements without the need for you to travel to the U.S.
Contact the Van Holland Group
Ready to take the first step? Contact us today to discuss how we can help you set up your American C-corporation. Let’s work together to make your success in the U.S. a reality!
- Plan a TEAMS video call at your convenience
- Contact us by phone at (+1) 786 233 6384
- Or email us at: info@vanhollandgroup.com
