Yes. You can form a corporation with only one person. This same person is also allowed to hold all corporation officer and director positions.
Yes. Individuals who are operating their businesses as sole proprietorships or partnerships often convert their business into corporations in order to protect themselves from personal liability. Many sole proprietors form a corporation for liability protection and tax savings. Forming a corporation is an excellent way to protect yourself in case of a lawsuit or save on taxes.
Corporations follow the principle of centralized management. In the simplest and most common corporate structure, shareholders elect the board of directors, who in turn appoint officers over whom the shareholders have no direct control. The board of directors is responsible for managing the business and affairs of the corporation with day-to-day control resting with the officers. The shareholders have no right to participate in the day-to-day management of the business. Many people form a corporation because of the organized structure of a corporation.
No. A non-resident alien (a person who is not a citizen or national of the United States and who is in this country on a visa or temporary basis and does not have the right to remain indefinitely) cannot be an owner of an S-corporation. For this reason, many foreign citizens form C-corporations or LLCs instead of S-corporations.
A Corporation’s “Articles of Incorporation” is the document which begins the corporation’s existence under state law. The Articles contain information such as the corporation’s name, number of shares being issued, business address and Registered Agent. When forming a corporation, Articles of Incorporation must always be filed with the Sec. of State.
After the Articles of Incorporation are filed and the corporation is officially formed, corporations should have organizational minutes prepared. The matters addressed in the organizational minutes should include, among other things, officially electing the directors, officially adopting the articles of incorporation, adopting a set of corporate bylaws, electing officers, approving the corporate seal, and issuing the corporation’s stock certificates. Organizational minutes should always be prepared after forming a corporation.
A stock certificate is a printed document used to indicate ownership of shares of the business entity. It provides the name of the corporation, the state of incorporation, the name of the person to whom the stock is issued and the number and class of shares. The certificate also lists any transfer restrictions. The officers of the corporation sign the certificate. Stock certificates should always be prepared and issued after forming a corporation.
After a corporation has been legally formed and is ready to complete its organization, it requires a “corporate kit” to maintain certain of its required records and facilitate stock distribution.
A corporate kit includes:
- Corporate seal;
- Stock certificates;
- Stock transfer ledger; and
- Minute book.
A “corporate seal” is an embossing seal stating a corporation’s name, state of incorporation and date of incorporation.
A “stock certificate” is a printed document used to indicate ownership of shares of the corporation.
The “stock transfer ledger” contains a record of the number of shares which have been issued by the corporation, as well as the dates of issuance, stock certificate number and the person or entity to which the shares were transferred.
The “minute book” is a binder that is used to store the above-referenced items, along with the corporation’s official minutes and other important documents, in an orderly and secure manner.
A corporate kit should always be assembled after forming a corporation.
State law requires that a corporation designate an agent responsible for receiving important legal and tax documents on behalf of the company. The registered agent should be generally available at the address during standard business hours. Please note that a corporation cannot be its own registered agent. A registered agent must always be designated when forming a corporation.
Forming a corporation requires filing Articles of Incorporation with the Secretary of State, electing directors, appointing officers, preparing and adopting bylaws, and issuing stock to the shareholders. Organizational minutes must also be prepared. Obviously, forming a corporation involves many formalities.
LawInc simplifies the entire process by merely requiring you to complete a simple online form when forming a corporation. We prepare your Articles of Incorporation, bylaws, organizational minutes, stock certificates and pay all of the initial filing fees on your behalf.
After you decide to form a corporation, Articles of Incorporation must be filed with the state and initial fees must be paid. If you choose LawInc to form your corporation, we will complete these administrative tasks professionally and effectively. Once the Articles of Incorporation are filed, your corporation should have an organizational meeting where bylaws are adopted, stock certificates are distributed, and other preliminary matters are completed.
Non-lawyer incorporation services typically sell you a book with “fill in the blank” bylaws, “fill in the blank” organizational minutes and “fill in the blank” stock certificates and “fill in the blank” tax forms. With them, it’s your job to comply with state law requirements by completing the actual operating agreement, the actual organizational minutes, the actual tax forms and the actual stock certificates. Moreover, you are left on your own as to subsequent record keeping.
LawInc simplifies the entire process by merely requiring you to complete a simple online form. We professionally prepare your Articles of Incorporation, bylaws, organizational minutes, stock certificates, obtain an Employer Identification Number and pay all of the initial filing fees on your behalf. Everything is taken care of. Forming a corporation is simple with LawInc.