
When you decide to form a corporation, it is an exciting time for you and your business. Congratulations on making it to this important point in your career. The process can be challenging, and we are sure you have questions regarding exactly how to start a corporation. We have you covered with this important list.
To make forming your corporation easier, we have gathered together a list of the most important tasks you must accomplish over the next period. Do not be overwhelmed; the process is easier than it appears.
For only $850, our corporate attorney can incorporate your business in California which includes the following:
- Articles of incorporation / organization
- Bylaws
- Organizational minutes
- Filing of Statement of Information re officers and directors
- Help Obtaining EIN (federal tax ID) number, if requested
- Help filing IRS S-Election Form, if requested
- Filing and related costs (including a corporate kit, or minute book with share certificates) are included in the retainer amount.
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1) Choose Your Directors
If you are wondering how to start a corporation, here is the first step. You will need to decide on directors. Corporation owners are able to become directors but pay attention to this point: the directors of your business do not need to be owners. They can be anyone who you choose, with the proper qualifications.
Your state’s rules will dictate how many directors you must select and appoint. In California, for example, there should not be less than three. However, only one or two shareholders of record exist; there can be fewer than three directors. However, this number cannot be less than the overall number of shareholders.
If you have questions about this process or about formatting a corporation, be sure to contact us. Our business attorneys and corporate lawyers at Nakase Wade will provide a free consultation.
2) Write Your Bylaws
Every corporation needs rules that dictate exactly how it runs. Bylaws will establish where authority lies, issuing of stock, the percentage of directors, and the ways in which meetings will occur, and records will be maintained. Writing bylaws is an important part of formatting a corporation.
Although the process can be challenging at first, writing down your bylaws will actually help you gain a greater understanding of how exactly you want your business entity to function.
3) Get Licenses and Business Permits
Before you start formatting a corporation, remember that different states have different requirements. Make sure to check with officials and representatives in your current state. The correct documents make your business legitimate and allow you to successfully open and start making profits. If you have questions about the documents you will need to submit before you open up shop, please get in touch with us.
4) Issue Stock and Check in with the IRS
You were wondering: how to start a corporation? Now, we are getting close; let’s keep going.
Has the board authorized your business to distribute your stock? Now, it is time for you to distribute that stock. This is an important step towards formatting a corporation. You will also be able to distribute stock certificates to chosen parties.
Are you familiar with the SEC? If the business you are starting is relatively small, then you might be in luck: the larger the corporation, the more you will need to comply with state and federal regulations.
5) Get in Touch with Various Agencies
Be sure to register your corporation with tax agencies. These exist in your state, and also, make sure to contact the IRS.
- The IRS will provide your business with the appropriate numbers involved in the identification
- Your state will also provide information and additional ID numbers for your business’ tax purposes
- For example, in California, you have the Board of Equalization, California Department of Tax and Fee Administration, Employment Development Department, and the Franchise Tax Board
6) Get the Shareholder’s Agreement Down on Paper
The Shareholder’s Agreement is a big part of formatting a corporation. We highly encourage you to craft an agreement and write it down. While some might suggest this isn’t necessary, this document is a measure of security. Why? The agreement ensures that shareholders are protected if, for example, there is an unfortunate event such as death. Other occasions where you will find yourself relying on your shareholder’s agreement:
- Retirement
- Transfer of ownership of shares
7) Draft and File The Necessary Articles
In order to start and form your corporation correctly, in California or elsewhere, here is what else you will need to do:
- Get the correct articles from your state offices
- File the articles, which can be called “incorporation” or “charter” certificates
- Choose a contact individual (an agent) who will deal with your appropriate notices, government communications, and other required documents.
8) Find a Name for Your New Corporation
The name of a corporation is monumental for many reasons. Here are a few:
- You want people to recognize it
- You want it to be something memorable that people will take seriously
- You’d do well with a name that is catchy and easy to remember
- You’d do well with a name that really stands out!
How to Decide on a Name
Include a term that labels your corporation, for example, Incorporated, Corporation, Limited, or the corresponding abbreviations
First, identify and check in with your state regarding forbidden or words; terms that are restricted in each state differ.
Check any similar trademarks that you should be acutely aware of, lest you copy or emulate someone’s already-established business. Examples of words that have been restricted in the past are “Bank” as well as “Insurance.” There are online searches you can easily conduct for established trademarks.
Alright, so you’ve found a name that you love: it is interesting, authoritative, and also makes the consumer curious. Now is time to ask yourself a few important questions:
- Is the new name I have chosen in use by another business in my state?
- Is the name being used by a company that is located out of state?
- Did I speak with California’s correct offices in order to determine that my new name is available?
- Is this the correct name for the corporation that I am starting?
- Do I have any backup names that I could use if the first choice does not work out?
- Did I contact the California office of corporations to reserve the new name?
- Have I filed the appropriate legal articles in order to cement the start of the business and maintain the new name?
Trade Names and Assumed Names
As you can see, a business name is a large part of the process of starting a corporation. Often, businesses want to choose one ‘corporate’ name but then run their business using a contrasting name of their choice. We call this a ‘trade name’ or ‘assumed name.’
These laws are subjective and can be different in each state. They also sometimes fluctuate by county or city. We recommend you check with state and county officials and other state offices to make sure you are ready to register with what is also known as a “doing business as” moniker.
Learn more: How to Come Up with a Business Name
9) Open Bank Accounts
Now that the corporation you are forming is on its way to being recognized by name and regarded as a legitimate business, you must open a new bank account. This account:
- Must be unique to the owners’ accounts
- There will be documents to sign and verify: as usual, we recommend you check in not only with the financial institution you have chosen but also with state officials
- Check to see if a resolution is needed for your corporation
- Make sure you have taken care of the important business articles you have signed
- -Have your business’ EIN number handy via the IRS
10) The First Board Meeting
You are almost done formatting your new corporation. Now, it is time to sit down and have a comprehensive meeting with everyone involved. These meetings will commonly involve the board of directors. What will you talk about?
- How you’d like to structure your new company
- Bylaw adoption
- Corporate officers and their appointment
- How and when to issue company stock
- Various other matters, including the voting process and structure and other preferences of the board
11) Contact an Attorney with Questions
Please remember that the attorneys at Nakase Wade are here for a free consultation. When issues arise, do not hesitate to call on us. Good luck!
Learn more about: Business | Corporate | Employment
See all articles: Business | Corporate | Employment