Specifics in Filing for a Corporation
Incorporation forms require the following:
Company name
You begin the process of incorporating very simply, by selecting a name for your corporation. The name must have the words “Corporation,” “Inc.,” “Limited,” or “Ltd.” contained within to indicate that the liability of the shareholders is limited.
You need to reserve that name with the secretary of state’s Corporate Division office. If you have an out-of-state company, check to see whether or not you can use your company name in that state. In some states you will have to pay a reservation fee, typically around $20, to reserve the name for a 120-day waiting period. Once your name has been accepted by the state, your corporation can officially use that name; however, this does not protect you from being sued for trademark infringement.
Mailing address
You must have a mailing address for your company. In some states a P.O. box is not acceptable unless your business is located in a rural area with no formal street address.
Period of duration
Corporations are usually considered to be perpetual, ongoing entities unless otherwise stated. It is highly unusual to specify a date in the future when the corporation will no longer be in existence.
Lawful reason or a specific purpose for the business
Some states may require that you define your specific purpose in terms of what the company will do to make a profit. A statement such as “and all other legal acts permitted for general and business corporations” may be included as part of this section. Educational or not-for-profit organizations may have to submit additional documentation to support their organizational purpose.
Number of shares to be issued and a statement of par value, if applicable
If the corporation decides to issue more than one class of shares, or if a class of shares has two or more series, then you must include a statement that outlines various condition. Those conditions may be total number of shares of each class authorized for issue, total number of shares issued for a series, or a fixed number authorized by the board of directors. In addition, a designation of each series or class of shares and the rights, preferences, privileges, and restrictions granted to or imposed on the respective classes must be included in the statement. If the board of directors authorizes a fixed number of shares, the articles of incorporation may also authorize the board to increase or decrease shares without going below the number of shares outstanding.
Number of directors constituting the initial board of directors and their names and addresses
Typically, in most states, only one director is required. If you are the only director, you will most likely be named president and secretary as well. Individuals can serve dual roles as officers and board members.
Name and address of the incorporator
The incorporator is the individual who is the founder of the corporation. If there is more than one individual involved, only one should volunteer to provide his or her name and address as the incorporator
Date when corporation existence will begin
Choose a starting date. This should coincide with the date you expect to formally operate your business as a corporation.
Notarize documents
Some states require the signature of a notary public on all incorporation forms.
Name and address of registered agent
The registered agent of the company is the individual who is incorporating the business and who received all the formal information about incorporating the business from the secretary of state’s office.
* Source Streetwise Small Business Start-Up
