Form Your Own Corporation - A Guide to Incorporating
Introduction
A step by step guide to forming your own corporation.
Steps to Incorporating:
So you want to incorporate your business. The first thing you need to do is have consultations with a lawyer and an accountant to make sure that incorporating is right for you. Corporations are tricky and require proper set-up and ongoing tax and legal support. Forming the corporation is just the beginning.
Once you have decided to incorporate you will need to file articles of incorporation with the Secretary of State or Department of Corporations in the State of your choosing. There are many benefits and consequences of incorporating in States such as Nevada, Delaware and California. Do some research and talk to us before you file. When filing the articles of incorporation, make sure to include a SASE and an extra copy of your articles of incorporation so that the State can return a stamped copy to you.
After the State has incorporated your business, you will need to have your first meeting of share holders and your meeting of officers and directors. At these meetings you will authorize the issuance of shares, appoint officers and directors, adopt a set of by-laws and handle any other business that the corporation needs to get started. If you do not have these forms, we provide them free to our clients. If you are are not our client, sample forms can be purchased from many sources. Send us an e-mail and we will be happy to provide you with a link to purchase the forms from an outside source.
Two other important documents that you will need are corporate by-laws and a buy-sell agreement. Bylaws set forth the rules and procedures that the corporation must follow while operating and conducting business. A buy-sell agreement is a document that specifies how shares will be bought and sold between shareholders, the corporation and the public.
Next you will need to obtain corporate tax identification numbers. For federal tax IDs you will need to file an SS-4 form with the IRS. This form can be completed on line or downloaded and mailed from the IRS website. For State IDs you will need to contact your State's taxing authority. For smaller corporations, you should also contact your accountant or lawyers and discuss the option of electing to be an S-Corporation for taxing purposes. Depending on each shareholders' role and tax situation, many of you will benefit from an S-Corporation election.
Many States also require that you file a statement of officers and directors setting forth the names, addresses and other information regarding your officers, directors and agent for service of process. Additionally, most states will require that you file a statement of information regarding the shares that have been issued.
Finally, you will need a corporate binder, stock certificates and corporate seal. Most incorporation services and stationery stores can provide these items for you.
Getting Corporate Forms
If you need forms, send an e-mail to isaac@dialaw.com
Legal Disclaimer:
Starting a business has many legal and tax consequences. Further, each State's rules are different. Make sure to consult with a lawyer (us) and an accountant before you start any business. Ask us about additional permits that you might need. Remember, this article is for educational purposes only and is intended only for that purpose.
Dial & Associates
This document is provided for your use by Dial & Associates. For information about our business law services
contact us or visit our business law page.