This is a corporate formation to-do and information check list, which includes
information that the founder of a new corporation will likely need to know regarding the
next steps in starting the business and complying with legal formalities. This form
contains standard clauses, however, additional terms and conditions may be added
making it fully customizable to fit the needs of the user. This document is most useful to
businesses and individuals interested in forming a corporation.
CORPORATE FORMATION TO-DO AND INFORMATION CHECK LIST
Name Availability. Choose the Name of your Corporation and make sure it is available with
your Secretary of State (“SOS”). Additionally, if you want to do business under your
Corporation’s name, also check to make sure the trademark and/or service mark is available with
the United States Patent and Trademark Office (“USPTO”). Name availability search can often
be done on your state’s SOS’s website. A basic Trademark search can be done on the USPTO’s
website; however this search is fairly complicated and might not be conclusive. You might
consider talking to an attorney about performing this search for you. State trademark and/or
service mark searches should also be considered. You will also want to consider checking to see
if the domain name associated with your chosen business name is available, as well as
performing a search of local phone books and directories to see if any local businesses are
currently operating with the same or a similar name that did not appear in your other search
results.
o Why? If the corporate name is not available with your SOS, your Corporation’s
paperwork will be denied and you will have wasted your time with the paperwork and filing fee.
If the trademark is not available, if and when you eventually apply for trademark, your
application will be rejected and you will have wasted your time with the paperwork and the filing
fee (which exceeds $300). The same is true of your business’ potential domain name – you do
not want to invest in forming a Corporation and registering a trademark only to find that the
valuable online domain name presence your business needs is unavailable. A local search of
business names will help to assure that you are aware of any businesses operating with the same
or a similar name that have not taken the additional steps and filed the name with the Secretary
of State or registered its trademark. Just because another business has not registered its
trademark does not mean that it does not have legal rights to that name. Questions as to the legal
rights to a business name should be addressed to a legal professional.
o One-time or repetitive? These availability searches are a one-time task for each
potential name.
o Due Date? You should do this before you attempt to form your Corporation.
o State Specific? The procedures for searching the state SOS database and the state
trademark/service mark database may differ from state to state.
o What Triggers? You have decided you would like to form a Corporation.
Articles of Incorporation. Prepare your Corporation’s Articles of Incorporation
(“Articles”), have the Articles signed by the incorporator and file the Articles with the Secretary
of State’s Office, paying the filing fee and requesting an extra certified copy.
o Why? Articles are your Corporation’s formation document, and are required to be
filed with the Secretary of State. You must pay the filing fee for your State to process the
paperwork. The reason you request an extra certified copy is so you will have an original copy
for your files.
o One-time or repetitive? Preparing and filing the Articles is a one-time task.
o Due Date? You must prepare the Articles before you will have a validly recognized
Corporation.
o State Specific? Each state has its own rules and regulations regarding what must be
included on the Articles, some states don’t even call them articles. If you would like a detailed
and attorney reviewed sample Articles, a sample specific to your state can be purchased on
docstoc.com, otherwise forms can often be found on the website of the Secretary of State of your
state (for example, in California: http://www.sos.ca.gov/business/be/forms.htm forms are
available). The filing costs and other fees are also state specific.
o What Triggers? You have decided you would like to form a Corporation.
Order A Corporate Set. A corporate set is a kit which includes several of the items that
you will need for your corporation, as will be detailed below, and is a convenient place to store
the corporate formality maintenance documents. These sets can be purchased online for between
$30 and $200, depending on several factors, including how many items you want to be included;
search for “corporate set” or “corporate kit” and you will find a variety of offerings. It is
important that the kit includes at a minimum a minute book, corporate seal, share certificates and
share ledger.
o Why? The corporate form has its advantages, but in order to maintain these
advantages, your Corporation must keep up with corporate formalities. The Corporate Set makes
it easier to keep up with these formalities and maintain proof of these formalities.
o One-time or repetitive? Purchasing the corporate set is a one-time task; keeping up
with formalities is a continuous and necessary task.
o Due Date? The Corporate Set should be ordered immediately following the approval
by the SOS of the Articles.
o State Specific? No.
o What Triggers? Approval of the Articles by the SOS.
Corporate Bylaws. Prepare Bylaws for the Corporation. Bylaws are usually not required to
be filed with the SOS. The Bylaws contain the rules for the actual running of the corporation,
and should be complete enough so that the officers of the corporation can rely upon them in their
management of the corporation. If you would like a detailed and attorney reviewed sample
Bylaws, a sample specific to your state can be purchased on docstoc.com.
o Why? Bylaws are the most important documents for a Corporation, as it sets forth the
rights and duties of the Shareholders, Directors and Officers and how the corporation will
operate and be run. For example, the Bylaws should identify the rules that will govern the
corporation’s internal affairs and regulations related to the conduct of the directors, officers and
shareholders, and directions related to the day-to-day functions of the corporation. In addition,
in many states (including California) Bylaws are required by law.
o One-time or repetitive? Preparing of Bylaws is a one-time task that is specific to the
organization of the Corporation. Thereafter, Bylaws can be amended if issues arise.
o Due Date? The Bylaws should be prepared immediately following the approval by
the SOS of the Articles.
o State Specific? Requirements of what must be included in the Bylaws and how
corporate governance can be arranged in the Bylaws can vary by state.
o What Triggers? Approval of the Articles by the SOS.
Shareholders’ Agreement. If desired, prepare and have the Shareholders execute a
Shareholders’ Agreement. If you would like a detailed and attorney reviewed sample
Shareholders’ Agreement, a sample specific to your state can be purchased on docstoc.com.
o Why? A Shareholders’ Agreement is an agreement often utilized by small “close”
corporations that desire to restrict who can become a new shareholder, and set provision for how
existing shareholders can exit the corporation and sell their shares, among other things.
o One-time or repetitive? The Shareholders’ Agreement is drafted once, but can be
amended over time if issues arise. New shareholders will need to sign the Shareholders’
Agreement as well.
o Due Date? If desired, the Operating Agreement should be drafted and executed
immediately following the SOS’s approval of the Articles.
o State Specific? States may have their own requirements as to what can be included in
the Shareholders’ Agreement and what provisions can be agreed to.
o What Triggers? Approv