As you complete your articles of incorporation, you will need to provide certain relevant information. This includes the name and address of the company, director names and addresses, and the federal tax ID number (EIN), if available. You may also need to know the par value and classes of shares offered.
Use the information you collected to complete your articles. We make this easy by guiding you each step of the way and helping you to customize your document to match your specific needs. The questions and information we present to you dynamically change depending on your answers and the state selected. Click below to get started.
It is always important to read your document thoroughly to ensure it matches your needs and is free of errors and omissions. After completing the questionnaire, you can make textual changes to your document by downloading it in Microsoft Word. If no changes are needed, you can simply download the PDF version and sign. These downloads are available by navigating to the Documents section of your account dashboard. The incorporator will sign the articles, and the registered agent signs the Consent of Registered Agent, if required.
Your articles of incorporation must be filed and approved with your state. You must include a filing fee and any other documentation required by your state office.
Once your articles have been approved, you should store your approved articles in your corporate records book. Many states also make a copy of the articles available online. Be sure that you store your records in a safe location. It is a good idea to keep both physical and electronic copies. The following documents should be stored in your corporate records book:
Corporate bylaws are a set of rules and procedures used to determine how a corporation will be run. Required in most states and recommended in all, corporate bylaws is an internal document that facilitates the smooth operation of your new corporation. Bylaws do not need to be filed with the state but are fundamental to a corporation and should be one of the first documents created by a corporation.
Every company with more than one shareholder should have a shareholder agreement to ensure that all shareholders are treated fairly and are aware of each other's management authority as well as rights, duties, and responsibilities toward the corporation and toward each other. Shareholder agreements work in conjunction with your articles but provide many important additional protections. Despite your good intentions, it is all too common for conflicts to arise down the road when no agreement is in place. What happens with the shares when one shareholder dies or when shareholders want to sell their shares? These and a multitude of other potential issues can be cleanly resolved and clarified by having a shareholder agreement securely in place.
The first board of directors' or shareholders' meeting is where fundamental decisions about the corporation are made. For example, this is where the bylaws may be adopted; officers may be appointed; tax selection of the corporation may be approved; directions may be given to directors or officers; and authority to open bank accounts, enter into contracts, or incur other expenses may be approved. Any corporate resolutions passed at the first meeting must be recorded in a corporate resolution form.
Your company will be officially formed and open to conduct business only after you successfully file your articles AND hold your first board meeting formally passing a resolution to initiate operations.
Prior to the meeting, a notice of meeting should be sent to relevant parties. If no notice for the meeting was given, a waiver of notice should be signed at the meeting. The meeting details must be documented by a party designated as the meeting secretary in the meeting minutes.
If a resolution to issue stock was passed at the first meeting, you will need a stock certificate to formally issue the stocks and a stock transfer ledger to record the transactions for corporate records.
Your corporation's business and purpose may require business licenses from your city, county, or state. For example, hair salons generally require city or state permits. Consult your local government's business bureaus to confirm whether you need a license or permit for your business and how to obtain them if necessary.
Corporations are subject to state tax. For some states, the tax rate is based on the entity designation. For others, the tax rate may be based on the number of shares authorized for the corporation or the income derived from the corporation. For example, a California corporation is taxed at a minimum tax rate regardless of the corporation's profitability, plus additional taxes if the corporation reaches certain income thresholds. Consult your state agency to satisfy your state's tax requirements accurately and in a timely manner.
Certain states also require reporting on a regular basis, such as annual or biennial reports. This requires a corporation to update the state on any changes in the corporation, and sometimes requires the corporation to disclose certain information regarding the corporation's operations in the past year. For example, in Illinois, the corporation must file an Annual Report that includes questions about the corporation's assets and share distribution. In California, on the other hand, a corporation merely has to file a Statement of Information requiring the corporation to update the state with basic corporate contact information and director information if it differs from the previous year. Consult your state agency to satisfy the state's reporting and filing requirements.
Apply for a federal employer identification number (EIN) with the Internal Revenue Service (IRS). This is also known as your corporation's Federal Tax Identification Number and is used to identify a business entity for tax and hiring purposes.
Corporations are automatically classified as C corporations for tax purposes. This is the standard corporate tax treatment where the corporation is recognized as a separate taxpaying entity from the shareholders. Under this tax structure, a C corporation pays taxes on its profit. If the C corporation distributes any net profit to its shareholders in the form of dividends, the shareholders are taxed again on their individual income, separate from the corporation's tax obligations. Thus, the net profit of the corporation is taxed twice.
A corporation may choose to opt out of the standard C corporation tax treatment and elect the S corporation tax treatment to avoid being taxed twice if it is a qualifying corporation. An S corporation may pass its income, losses, deductions, and credits directly to the shareholders for federal tax purposes.
To qualify for S corporation status and tax treatment, the corporation must be a domestic corporation; have shareholders who are not partnerships, corporations, or non-resident aliens; have fewer than 100 shareholders in the company; have only one class of stock; and must not be an ineligible corporation (such as certain financial institutions, insurance companies, and domestic international sales corporations). If your corporation qualifies for S corporation tax status, file IRS's Form 2553 Election by a Small Business Corporation within two months and 15 days after the corporation's first tax year.
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