Monday, April 2, 2012
FORMATION OF A CORPORATION
1. Will the company be For-profit, Close for-profit, Professional (PC), Close (PC), or Nonprofit (NP)?
2. What is the proposed name for the corporation? It is best to provide your preferred name and two alternatives. For-profit and close corporation names must include the words "company", “corporation”, “incorporated”, “limited”, or an abbreviation. Professional corporation (PC) names must include “professional corporation” or an abbreviation. Nonprofits require no special words.
3. What is the purpose of the corporation? Most corporations that I assist in formation are a corporation formed for “For-profit” and for “any lawful purpose”.
4. Corporations For-profit, close and professional corporations must provide the total shares of stock authorized and the Par value of the shares.
5. Who will be the Registered Agent for the corporation and what will be the registered office street address for the corporation? A Registered Agent must consent to serve as registered agent for the corporation.
6. How many initial Directors will the corporation have (at least 3 for nonprofits and at least 1 for all other corporations), who are the initial Directors, and what are their complete addresses?
7. Are there any special clauses that need to be added to the Certificate of Formation? For example, voting , Subchapter S status, Close corporation, and other special clauses.
8. Will the corporation need corporate books and/or shares or stock certificates? Will there be custom clauses needed for the certificates?
9. What will be the principal place of business of the corporation after formation?
10. When will be the Organizational Meeting for the corporation?
11. Who will be the Organizational Meeting Chair person and meeting Secretary?
12. Who will be the Officers of the corporation such as President, Vice-President, Secretary, Treasurer? President and Secretary designations are required for all corporations. For nonprofits they cannot be the same person.
13. For regular corporations, close corporations, and professional corporations what will be the per-share price of shares to the initially issued at the organizational meeting? What is needed here is the Shareholder name, Number of initial shares, and Nature and value of payment of the shares.
14. Does the corporation have a banking resolution?
15. Will there be any custom clauses or documents needed to be attached to the Bylaws and/or Minutes at the organizational meeting?
The above is a general overview of the questions I ask clients when forming a corporation. I can also assist clients in the formation of a Limited Liability Company (LLC) and the formation of a Limited Partnership (LP).
Contact me to discuss the general questions and checklist above to form a corporation and schedule an office appointment with me to begin formation of your corporation.
Contact Business Formation Lawyer – Business Formation Attorney Thomas P. Finley, Jr. to request a consultation for forming your Corporation.