Step-by-Step Guide: How to Open a Corporation

Ready to start a corporation? Knowing how a corporation works is key. It offers its owners limited liability, meaning their personal assets are protected. A corporation also has a clear, set way of being managed. To create one, you’ll need to pick a name for your business and file paperwork called Articles of Incorporation. The cost to start can vary, depending on several factors. Companies like ZenBusiness and LegalZoom can help, starting at $0 plus the fees your state charges¹. Northwest Registered Agent and Formations are also options, with prices beginning at $39 plus state fees¹.

Choosing to set up your corporation by yourself or with expert help is an important step. Knowing all the steps helps make the process smooth. It’s crucial to understand both the perks and the requirements of forming a corporation. This knowledge helps you make the best choices for your new business.

Key Takeaways

Corporations offer limited liability and a structured management system.
Service costs for incorporation vary, with some starting at $0 plus state fees¹.
Professional formation services like ZenBusiness and LegalZoom can assist.
Naming your corporation and filing Articles of Incorporation are initial steps.
Understand your state’s specific requirements for incorporating².

Understanding the Basics of a Corporation

A corporation is a unique type of business separate from its owners, known as shareholders. Their personal assets are safe from the company’s debts and legal issues thanks to limited liability. Every month, thousands choose this structure, with over 50,900 applying in April 2024 alone³.

What is a Corporation?

A corporation is a legally recognized entity, similar to an individual in rights and responsibilities. It can own property, sign contracts, and face legal consequences. Its ability to survive ownership changes ensures its continuity. Many are drawn to its growth potential and fundraising abilities, like selling stock. Delaware is a favored place for incorporation due to its income tax policies for certain businesses³.

Advantages and Disadvantages of Forming a Corporation

Forming a corporation brings several key advantages:

Limited Liability: Shareholders’ personal wealth is protected from corporate debts.
Perpetual Existence: Corporations outlive their founders, promising durability.
Capital Generation: Raising money is easier through stock sales.
Tax Benefits: There may be tax perks, depending on the setup.

However, there are also drawbacks:

Complex Administration: Corporations face strict rules and require a lot of paperwork, including keeping detailed minutes of meetings⁴.
Double Taxation: Income may be taxed twice – once for the corporation, and again for the shareholders on dividends.
Higher Costs: Setting up and maintaining a corporation can be expensive, with fees varying by state⁴.

It’s essential to weigh these pros and cons carefully. Legal insights and trends show how a well-planned corporation can limit risks and ensure gains.

Choosing the Right Type of Corporation

Choosing the right corporation type is crucial for your business. It affects your taxes and how you operate. Knowing the differences between a C corporation, S corporation, and other types is key.

C Corporation vs. S Corporation

A C corporation is taxed separately from its owners⁵. Big companies often prefer it because they can keep profits and give dividends to shareholders⁵. C corporations also offer liability protection, keeping shareholders safe since the company is its own legal being⁶.

An S corporation has a special tax setup called pass-through taxation⁶. Taxes are paid by individual shareholders, which can save some businesses money on taxes⁶. It’s best for smaller businesses wanting to dodge the double taxation that C corporations face. Shareholders still get the perk of limited liability⁶.

Other Types of Corporations

If your company wants to do good for society and still make a profit, look at a B corporation. They’re not in every state but are growing popular for their focus on social and environmental impact⁶.

It’s also important to know the rules in your state, like in California or Florida. These places might ask for special reports or filings to keep your business running right.

When deciding whether to become a C, S, or B corporation, think about your business goals and tax needs. Also, consider your state’s laws. Doing your homework will help you make the best choice.

Selecting a Business Name

Finding the right name for your business is vital. It sets the stage for your company’s identity. Follow certain rules to pick a name smoothly and legally. These vary across states and cover naming conventions and trademark checks.

Guidelines for Naming Your Corporation

Most states don’t allow names that are already used or very similar to existing ones⁷. They may require words like “Corporation,” “Incorporated,” or “Company”⁸. This makes sure businesses don’t get mixed up. You might also need to add “Inc.,” “Ltd.,” or “Corp.”⁷. Avoid words linked to government or banks unless allowed⁷.

Choose a name that’s memorable and easy to say. This helps customers remember you better⁸. Pick something simple to spell and pronounce to avoid confusing people⁷. Also, think about your business growing. Don’t pick a name that might limit you later⁷.

Conducting a Trademark Search

It’s crucial to do a trademark search. This makes sure your name is unique and legal. States have online tools for this, often on the Secretary of State’s site⁷. It prevents legal issues and guarantees your name is clear to customers⁸. You can even reserve a name before officially starting your business. This ensures your chosen name is yours⁷.

Plus, your name should reflect your brand’s values. Pick a name that’s good online, with an available domain and social media profiles⁷. A thorough trademark search and following state rules saves time and protects your brand⁹.

Appointing Initial Directors

Choosing the first board of directors is key when starting a company. This board decides on the company’s big plans and makes sure it follows rules. Most places need at least one director when a company starts¹⁰. Bigger companies often have more directors.

It’s important to know the rules for directors in your state. Some places are okay with just one director, but others need three or more¹¹. These directors might stay for just a short time. They usually choose important company leaders, like the president and treasurer¹⁰.

Directors have big jobs, like looking after the company’s money and making key decisions. Having skilled and experienced directors helps the company do well and earn trust.

Writing down the choice of directors in company rules is a must. This makes their decisions official and clear. With a strong board from the start, a company can handle business challenges better and grow successfully.

Filing Articles of Incorporation

Filing the Articles of Incorporation is essential for starting a corporation. It makes your company legal. The process includes sending a registration document to the state’s business agency. Each state has different rules, but many common elements are included.

State-Specific Requirements

In each state, filing Articles of Incorporation varies. For example, in California, filing is done with the California Secretary of State’s office¹². Fees range from $100 to $300¹³. Most small businesses file in their own state. Yet, some prefer Delaware or Nevada for the tax benefits¹³.

Information to Include

When you file, you must include key details. Here are some important ones:

Corporation’s Name – The legal name your corporation will use.
Principal Place of Business – Where your company mainly works.
Registered Agent – Someone designated to get official mail for the corporation. They make sure legal papers are properly managed.
Type and Number of Shares – Info on shares your corporation can issue. This might include plans for future shareholders¹³.
Incorporators – The people who get the incorporation documents ready. Usually, it’s one or more founders of the company.

Some states require an initial report soon after setting up¹³. Annual reports are typically due by March or April of the following year¹³. Once you file successfully, you’ll get a certificate. This certificate officially starts your corporation.

Following these steps and knowing your state’s rules will help. You’ll be able to get through the incorporation process smoothly. This makes sure your corporation is legal and ready to do business.

Drafting Corporate Bylaws

Drafting corporate bylaws is crucial for any new corporation. It shapes your company’s governance. States need bylaws for consistent voting and decisions¹⁴. They map out your business framework, making rules and operations clear.

Bylaws address key company roles like the Board of Directors and Shareholders¹⁴. They outline meeting schedules, including the yearly directors’ and shareholders’ meet¹⁴. Plus, they detail stock and dividend procedures to keep within the law and protect shareholders¹⁵¹⁶.

They clarify board member eligibility and terms¹⁴. For small businesses, they include shareholder buyout plans for events like retirement or death¹⁵. This planning reduces conflict and ensures smooth operations.

It’s key to have your bylaws available to any shareholder who asks¹⁶. Being open builds trust and keeps personal and business interests separate. This protects your company’s reputation and legality¹⁶. Nolo offers guides on creating bylaws with their team’s 100+ years of legal expertise¹⁵.

While bylaws stay internal, they are incredibly important. They guarantee your corporation runs well, meeting legal and business needs. A solid set of bylaws paves the way for successful business and growth.

How to Open a Corporation: First Board of Directors’ Meeting

The first board of directors’ meeting is very important for starting a corporation. At this meeting, the directors make decisions that shape how the company works.

Agenda and Decisions

During the meeting, the board tackles several key topics. They adopt bylaws and choose corporate officers. They also decide on issuing stock and set financial rules.

Moreover, they agree to open a corporate bank account. They also handle official stock certificates and the company’s seal¹⁷.

Adoption of corporate bylaws

Appointment of corporate officers

Authorization to issue stock

Establish fiscal policies

Authorization to open a corporate bank account

Issuance of stock certificates and corporate seal

Appointment of chairperson and secretary

The meeting’s agenda also includes listing the corporation’s name, date, and place of the meeting. It notes who among the directors attended or were represented by proxy¹⁸. This creates a clear record of major decisions. It also notes shareholder details like names, number of shares, and investment amounts¹⁸.

Recording Meeting Minutes

Detailed minutes are important for noting decisions made. They should confirm a quorum of directors was present. The minutes also record the bank details where corporate funds will be deposited¹⁸.

It’s also crucial to document officer appointments and their salaries. This shows the corporation’s compensation structure. The meeting secretary’s signature finalizes the meeting’s resolutions¹⁸.

Following these steps ensures the board fulfills its duties. This builds a strong base for your company’s governance.

Issuing Stock

Issuing stock helps a company get money and lets people own a part of it. Big companies like Microsoft and Coca-Cola have done this¹⁹.

All companies, big or small, must follow SEC rules and state laws when issuing stock. They usually start by filing some important documents with the state. Then, they give stock to the owners¹⁹. These rules help keep things clear and fair for everyone involved.

Types of Stock

Companies can offer two main kinds of stock: common and preferred. Common stock lets owners vote at meetings¹⁹. Preferred stock doesn’t usually let you vote, but you get paid dividends first.

C corporations attract lots of investors because they can have many owners. They can also sell shares to the public. This makes it easier for them to grow²⁰.

Complying with Regulations

The SEC makes sure public companies follow the rules. This keeps everything open and fair. Some smaller companies don’t have to follow all these rules¹⁹. But all companies must stick to state laws about stocks and owners.

It’s wise for any company to talk to a business lawyer. They can make sure the company meets all rules. This protects the company and the owners during stock sales.

Obtaining Necessary Permits and Licenses

Getting the right licenses is key to running your business legally. What you need varies by where your business is and what it does. For example, selling alcohol or guns, running an airline, or opening a restaurant might need federal licenses. Other businesses have to follow state and local rules.

Agencies give out licenses and permits, with permits usually being more short-term²¹. Every business, even if it’s run from home, should have a general license and maybe a sales tax or zoning permit²². Licenses might be permanent cards, but permits can be paper or stickers that need renewing²².

There are many types of licenses and permits, like general business licenses and health permits for food businesses²¹. If your business does something special, like broadcasting or selling medicine, you might need specific federal permits²¹.

Getting a business license can take a few days to months. It might be free or cost a lot²¹. Special permits might be needed for health, safety, and environmental reasons²². Getting advice from the Small Business Administration (SBA) is helpful, especially in federally regulated fields.

You must get the right local permits to follow city rules. Zoning and building permits show your business fits local land and building laws²³. Environmental permits are important if your business might pollute, making sure you meet safety and environmental standards²³.

Some businesses also need an employee identification number (EIN) for taxes. You might need to register your business’s structure with state and local governments, depending on its legal setup²². Keeping up with the laws and having the latest permits and licenses will help your business succeed legally.

Acquiring an Employer Identification Number (EIN)

Getting an Employer Identification Number (EIN) is vital for any corporation. It is key for registering with the IRS, opening a bank account for the business, and handling payroll and state taxes.

This special number can be given right after you finish the online form. But the form only stays open for 15 minutes without action, so be quick²⁴. It’s important to do it all at once to prevent any hold-ups.

The IRS only gives one EIN per day to each person in charge. This stops the same group from applying many times in one day²⁴. It makes sure the process goes smoothly for everyone.

If you choose fax to apply, you’ll get your EIN in about four days if you give a fax number²⁵. Sending your application by mail could take up to four weeks²⁵.

Companies from outside the U.S. can get an EIN too. They just need to call a special IRS number from 6 a.m. to 11 p.m. Eastern Time, Monday to Friday²⁵. Be sure to give accurate info to avoid issues.

If someone else is applying for you, make sure the Third Party Designee section is filled out and approved. This makes dealing with EIN questions easier²⁵.

By following these instructions, your company can get an EIN without trouble. This makes sure you meet IRS rules and other needs for tax identification.

Opening a Corporate Bank Account

Starting a corporation means you’ll need a separate bank account for business money. This keeps company and personal finances apart. This split helps you manage business financials better and protects you legally. You’ll need to show your Employer Identification Number (EIN) and company setup papers to open an account. Some banks also want a board decision that approves the new account.

For corporate banking, places like Bank of America ask for all required papers within 11 days to review your account request²⁶. If you’re applying online, remember that the main applicant and every owner must own at least 25% of the business. Plus, they all need to live in the U.S²⁶..

Big names like Bank of America, N.A., offer banking services, showing you can trust and depend on their variety²⁷. But be ready, they might check your credit or other business details²⁶. Online applicants should also be okay with managing their accounts mostly through digital means²⁶.

Having a corporate bank account makes handling money easier and keeps your private funds separate from your business’s. It’s a big step for good bookkeeping and protecting your company. This move is crucial for clear accounting and keeping your business safe legally.

Conclusion

Starting a corporation requires many important steps. You must choose the right corporation type, name it, and select initial directors. Also, filing the needed documents, getting your EIN, and setting up a corporate bank account are key. These steps are crucial for your business’s long-term success.

Handling your business strategy is key when setting up your corporation. You have to write corporate bylaws and have the first board meetings. Also, you’ll need to issue stock and make sure all permits and licenses are in order. Taking the right steps at the start can help your corporation grow and operate smoothly.

Having a detailed business plan helps too. It should cover an executive summary, market study, and financial plans. You should use data to back up your plan, research customer needs, and talk to legal and financial experts. This way, your corporation builds on a strong basis for growth and success²⁸²⁹³⁰.

Source Links

How To Start A Corporation In 9 Steps (2024 Guide) – https://www.forbes.com/advisor/business/how-to-start-a-corporation/
How to form a corporation in 11 steps – https://www.legalzoom.com/articles/how-to-form-a-corporation
Incorporation: Definition, How It Works, and Advantages – https://www.investopedia.com/terms/i/incorporate.asp
The 11 Incorporation Documents You Need to Know Before Creating Your Corp or LLC – NerdWallet – https://www.nerdwallet.com/article/small-business/incorporation-documents
Selecting A Business Structure – https://www.sos.state.tx.us/corp/businessstructure.shtml
Beginner’s Guide to Starting a Corporation – https://www.wolterskluwer.com/en/expert-insights/starting-a-corporation
7 tips for choosing a business name – https://www.legalzoom.com/articles/7-tips-for-choosing-a-business-name
12 tips for naming your LLC or corporation – https://www.wolterskluwer.com/en/expert-insights/3-tips-for-naming-your-business
Naming Your Startup Business – https://www.wolterskluwer.com/en/expert-insights/naming-your-startup-business
A guide to appointing officers in a corporation – https://www.legalzoom.com/articles/appointing-officers-in-a-corporation
Types of corporations and how to incorporate your startup | Silicon Valley Bank – https://www.svb.com/startup-insights/startup-growth/types-of-corporations-and-how-to-incorporate-your-startup/
Starting a Business – Entity Types :: California Secretary of State – https://www.sos.ca.gov/business-programs/business-entities/starting-business/types
What Are Articles of Incorporation and How to File Them – NerdWallet – https://www.nerdwallet.com/article/small-business/articles-of-incorporation
What information must be put into corporate bylaws? – https://www.legalzoom.com/articles/what-information-must-be-put-into-corporate-bylaws
Drafting Corporate Bylaws – https://www.nolo.com/legal-encyclopedia/form-corporation-how-to-incorporate-30030-2.html
Everything you need to know about company bylaws – https://www.wolterskluwer.com/en/expert-insights/everything-you-need-to-know-about-company-bylaws
How to Start a Corporation in 7 Steps – https://www.nolo.com/legal-encyclopedia/form-corporation-how-to-incorporate-30030.html
First Directors Meeting Minutes – FREE Template – https://www.northwestregisteredagent.com/legal-forms/corporation/first-directors-meeting-minutes
Corporation: What It Is and How to Form One – https://www.investopedia.com/terms/c/corporation.asp
How to form a C corp | Stripe – https://stripe.com/resources/more/how-to-form-a-c-corp
Starting a business: A license and permit checklist – https://www.legalzoom.com/articles/starting-a-business-a-license-and-permit-checklist
The 5 Licenses and Permits You Need for Your Home-Based Business – https://www.investopedia.com/articles/personal-finance/120815/licenses-and-permits-you-need-your-homebased-business.asp
Business Licenses and Permits an Overview – https://www.uschamber.com/co/start/startup/business-licenses-and-permit-guide
Apply for an Employer Identification Number (EIN) online – https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online
How to Apply for an EIN – https://www.irs.gov/businesses/small-businesses-self-employed/how-to-apply-for-an-ein
Corporation Bank Account & Required Documents – https://www.bankofamerica.com/smallbusiness/deposits/resources/documents/corporation/
How to Open a Business Bank Account – https://business.bankofamerica.com/resources/how-to-open-a-business-bank-account.html
How to Write a Business Plan Conclusion? – https://upmetrics.co/blog/business-plan-conclusion
How To Start A Business In 11 Steps (2024 Guide) – https://www.forbes.com/advisor/business/how-to-start-a-business/
Advantages and Disadvantages of Forming a Corporation | North One – https://www.northone.com/blog/start-a-business/advantages-and-disadvantages-corporation