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Incorporation Checklist
By Carl Seppanen
1. Check the availability of the corporate name with the Secretary of State, Division of Corporations, and request information concerning where to mail your Articles of Incorporation, filing fees and fees for certifying a copy of the Articles of Incorporation. This information can usually be obtained over the phone.
3. Mail the original Articles of Incorporation, together with a copy for certification, a letter of transmittal and the appropriate fees, to the Secretary of State, Division of Corporations.
4. Upon receipt of a returned certified copy of the Articles of Incorporation, order a corporate book from an appropriate supplier containing pre-printed forms. Check with a local office supply store.
5. Prepare the By-laws and a Notice or Waiver of Notice and Minutes of Organizational Meeting or Consent to Action Taken in Lieu of Organizational Meeting of Incorporators. Pre-printed forms are usually supplied with your corporate book, if requested.
6. Comply with all applicable state laws concerning any fictitious name under which the corporation will conduct its activities.
7. If S Corporation status is desired, file an Election by a Small Business Corporation, IRS Form No. 2553, with the Internal Revenue Service. This form can be obtained from the Internal Revenue Service.
8. Apply for and obtain a federal identification number. Use IRS Form No. 9-82 for this purpose. This form can be obtained from the Internal Revenue Service.
9. Apply for a state sales tax number, if the corporation will be responsible for collecting state sales tax.
10. Prepare a Stockholders' Agreement if desired.
11. Issue stock certificates to the stockholders of the corporation.
12. Prepare a Waiver of Notice or Notice and Minutes of Annual Meeting of Stockholders and Directors.
13. Comply with all state statutes concerning annual meetings of stockholders and directors, filing of annual reports and payment of annual fees by the corporation. This should be done routinely by March 1st of each calendar year.
14. File annually with the Internal Revenue Service a Form 1120 and related Schedules or a Form 1120S and related Schedules by the fifteenth day of the third month following the end of the corporation's tax year.
Most of our Forms are ONLY General, Generic Examples of possible formats and contents. Legal Requirements and Accepted Customs Can and Do vary Greatly between (and even within) States and can Change Often.