Info - Corporations

Note: This is general legal information intended only to inform the reader. If you need legal advice, you should consult an attorney. See entire Disclaimer.

1. Incorporation State. Select the state where you want to incorporate your business. The laws are different among the states. For example, some states offer better tax arrangements while others may offer less restrictive operational or reporting requirements. However, it is clearly much easier to operate a small business that is incorporated in the state where the business' main activity is. This is probably why most people incorporate their small businesses in the state where the business is located.

2. Corporation Type. You can incorporate three types of corporations using our services. Most entrepreneurs are in business to make a profit. If you are one of them, and you are not a professional (see below), select the first choice, "General For-Profit Corporation."

You can also incorporate for non-profit purposes under special IRS and state rules. Generally the entity must be organized to meet a public interest in education, science, charity, religion, etc. If you make this selection, we will contact you if in your state specific/additional information will be needed.

If you are a professional (e.g., doctor, lawyer, accountant, architect, engineer), most states require you to incorporate under special rules applicable to professionals and professional corporations. If you make this selection, we will contact you if in your state specific/additional information will be needed.

3. Corporation Name. When choosing a name for your corporation you should consider the attributes that make a corporate name a good one: uniqueness, market appeal, appropriateness for a wide range of products and services, etc. This is not an easy task, but start with uniqueness, as this would make it unlikelier that someone else  has already taken the name. One more thing: most states require that a corporate name end with the words "Corporation", "Incorporated" or an abbreviation of these words, "Corp." , "Inc." Do not forget this little detail when you list your choices. Example: FlexOne, Inc.

Include a second and a third choice. We will check the availability of your first choice corporate name with your state's articles filing office. In the event that your first choice is not available, we will use your next two choices in the order you indicate here.

4. Corporation Principal Business Activity. Describe briefly here the principal business activity of the corporation you are organizing. Examples: sale of used cars to the public; construction of individual homes; etc.

 5. Corporation Principal Business Address. List here the corporation's principal business address. It doesn't need to be in the state where you incorporate. Any valid physical address would satisfy this requirement. P.O. Box address is not accepted.

6. Corporation Registered Agent. This is a person authorized and required by law to receive legal papers from the state or third parties on behalf of your corporation. The address listed here must be in the state of incorporation. Most people would name an initial director or officer of the corporation as registered agent, and would list the corporation business address as the registered agent's address.

If your business address is not in the state of incorporation, and you do not have someone there who agrees to act as registered agent of your corporation, we can appoint one for you (Option 2) for an annual fee of $175.

7. Corporation Directors. Most states require at least one initial director to be listed in the articles of incorporation. Therefore, please list here the name and address of at least one initial director. The director(s) you name here can be replaced at the first shareholders meeting. The directors decide what are the rules which would govern your corporation management and operation. The board of directors also decides who the officers of the corporation would be.

8. Corporation Officers. The officers are in charge of the daily operations and management  of the corporation. Most states require a corporation to have at least three officers: President/CEO, Treasurer/CFO, and a Secretary. Most states also allow one person to act in all three capacities. Hence, you can name the same person for all three positions. If you wish, you can name additional officers in the text box provided.

9. Authorization of Shares. You have to indicate here the number of common stock shares the articles of incorporation would initially authorize. In some states the filing fee depends on the number of shares initially authorized in the articles. Thus, the number 1,000 is suggested here for the purpose of minimizing state filing fees. Please note that if the corporation will want to authorize more shares in the future, the articles of incorporation can be amended on that regard. You can change the suggested number here if you wish.

Some states also require that the par value of the shares, if any, be indicated in the articles of incorporation. The par value is not the real value of the shares; it is just a value stated in the articles, which has less and less significance in today's financial marketplace. Again, for the purpose of minimizing state filing fees, "None" is suggested here, but you can change this to a par value you want.

Please note that you can only authorize one category of stock here - common stock, which is usual for small businesses; it is also an IRS requirement if you want to apply for S-Corporation status.

If you would like to authorize more categories of stock now, please contact us. Otherwise, please remember that you can amend your corporation articles later when the need arises.

10. Optional Incorporation Package Features. Here you can customize your incorporation package you order from us.

a. Expedite Filing. Add this feature if, because of special circumstances, you need to incorporate as soon as possible.

b. and c. (EIN) After you'll receive the articles of incorporation approved by the state, applying for a federal tax ID (EIN) is one of the first things you must do. You cannot open a bank account on behalf of the corporation unless the corporation has obtained a federal tax ID. This is also one of the formalities required to "separate" the corporation from you, the shareholder(s) in order to be afforded limited liability protection.  We can prepare the required IRS application for you and deliver it to you so you can file it with the IRS (b), or we can also file it and obtain your new corporation's tax ID (c). If you choose any of these two options, please answer the related questions:

d. and e. (S-Corporation) If you want to obtain S-Corporation status from the IRS, we can help with that as well. We can prepare the application for you (d), or we can prepare  it, and also file it (e).  To apply for S-status, you have to previously or simultaneously apply for a Federal Tax ID. Therefore, if you would like us to help you with obtaining S-Corporation status, please make sure that you answered the questions above (between c and d); also, please list the name and number of each potential initial shareholder of the corporation. Generally, every shareholder of the corporation and any person with interest in the stock or the income from it (for example, the wife of a husband shareholder), must consent to the application.

f, g, h, i. (Corporate Bylaws, Minutes, and Issue of Shares). Adopting corporate bylaws (f), keeping accurate records about the directors and shareholders meetings (g, and i), and issuing shares of the corporation, are all central requirements that you need to comply with rigorously in order to show that the corporation is a "separate" entity, and therefore, you, the shareholders, directors and officers, should enjoy limited liability protection. If you want us to help you get started, select these options.

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