Starting An Corporation?

Anyone can use an incorporation service to start their business. However, those services may not help you understand the documentation that goes into having a business. You can also find information for LLCs here.

Necessary Corporation documents:

• Articles of Incorporation
• Statement of Information
• Statement and Designation by Foreign Corporation
• Bylaws
• Written Consent by the Sole Incorporator
• Board Consent

Articles of Incorporation

The Articles of Incorporation is a document that is filed with the state to incorporate the business. Different states may require other information, however, most states will require the following information:

• Entity Name – The name of the entity.
• Business Address – The address of your business. Some states do not allow PO boxes to be listed as the business address.
• Initial Mailing Address – The mailing address of your business. Generally, the initial mailing address will be the same as the business address itself.
• Agent for Service of Process – The agent that will receive any service of process on behalf of your business. There are services that may be used or the incorporator can list another individual to receive service of process. Service of process will have an address that will be used to service process or other certain legal notices for the business.
• Authorized Shares – The authorized shares is the maximum amount of shares the Corporation will be allowed to issue.
• Purpose Statement – The purpose statement will list the purpose of the business. Some states will already have the purpose included that encompasses all legal activities.

Statement of Information

The statement of information (“SOI”) is a document filed with the state providing information about the Corporation. Each state has their own requirement for when the SOI must be initially filed with the state and how often a new one must be submitted.

Each state has their own requirement for when a new SOI needs to be submitted. Updates to the business may need to be included in the SOI. The SOI document contains the following information:

• The Corporation Name – The name of the Corporation.
• State Entity Number – The file number of the Corporation. Some states have the file number pre-filled in.
• Business Address – See Business Address above.
• Officers – A list of the Officers, specifically the CEO, CFO and Secretary.
• Directors – A list of Directors.
• Service of Process – The same as the above.
• Type of business – The type of business.

Statement and Designation by Foreign Corporation

The statement and designation by foreign corporation is a document to be filed with a state that an entity is conducting business in and the entity is not incorporated in such state. The name for this document may vary from state to state.

The information required for this document is very similar to the SOI above.

Bylaws

The Bylaws will include information on how the Corporation makes decisions, including the duties and rights of shareholders, directors, and officers.

The Bylaws are generally very standard and cover how the business makes decisions, including duties and rights of shareholders, directors and officers.

It is important to consult a lawyer when trying to draft these documents.

Written Consent by the Sole Incorporator

The sole incorporator is the individual who incorporates and take care of the business until directors are elected. They may also have some control of the business until they did not resign. The written consent documents those two actions.

The main two resolutions are election of directors and resignation of the sole incorporator.

• Election of directors – The written consent should elect directors so the directors can start to manage the business.
• Resignation of the sole incorporator – The resignation allows the sole incorporator to step down as a manager of the business and passes it to the director.

Organizational Board Consent

An organization board consent provides that the board approves past actions and includes resolutions related to how the business will run. Some example of resolutions include appointing officers, stock certificates, principal office, opening a bank, issuance of stock, tax treatments.