Identifying the corporate registration information that you will need to create your business has historically been difficult, necessitating the aid of expert lawyers, tax advisors, and/or accountants.
However, in today’s world, this procedure might be pretty simple. Making sure you understand every document you’ll need to submit throughout the establishment of your organisation (as well as day-to-day administration) might help you avoid unanticipated roadblocks.
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Documents for Corporation Formation
When founding your company, you will normally need to rely on the following formation papers, depending on the exact kind of corporation (e.g., C corp, S corp, etc.):
Form 2553 Articles of Incorporation Corporate Bylaws (for S corps)
Let’s take a closer look at them below.
Incorporation Articles
The Articles of Incorporation of a corporation are the essential formation papers for both C companies and S corporations.
The company filing information required in your Articles of Incorporation may vary significantly based on your state of registration.
However, there are a few basic things that should almost always be included:
Name and address of your company
The stated goal of your organisation
The sort of shares that your firm will issue The contact information for your registered agent (s)
Your incorporator’s contact information
After submitting your company’s Articles of Incorporation to your state’s appropriate government agency (e.g., Secretary of State, Corporation Commission, etc.), you must wait for them to be formally “approved.”
Following state approval, your single incorporator (which might be you, your lawyer, or your incorporation service provider) will normally designate your company’s first directors, who will be in charge of:
Creating the bylaws for your company
Choosing the officials of your company
Issuing stock Handling any other necessary activity for adequately operating a firm
Bylaws of the Corporation
Many individuals mix up a corporation’s Articles of Incorporation and bylaws, or use the two phrases interchangeably. These, however, are distinct and important papers.
Whereas the Articles of Incorporation are intended to provide a basic mechanism via which a company may begin to do business, the corporate bylaws of a corporation are focused on outlining the specifics of how a corporation will be administered on a day-to-day basis.
This implies that the following information may often be included in a corporation’s bylaws:
How your company’s officers and directors will be chosen
How will your corporation’s executives be replaced? (and how often)
How often your company will have shareholder meetings
Each kind of officer’s tasks and authority (e.g., CEO, VP, COO, CIO, etc.)
How your company will address internal conflicts
How your company will be dissolved (if need be)
Form 2553 (S Corps Only) (S Corps Only)
If your company is qualified for S corp status, you must submit Form 2553 with the Internal Revenue Service (IRS).
S corporations receive the most of the advantages of C corporations, with the main distinction being how they are taxed.
Unlike C corporations, which are taxed twice, S corporations only have to pay tax once on the same stream of income. This is because the earnings of a S company are “passed down” straight to the shareholders, with no federal corporation tax due.
Even while this may seem to be an apparent benefit, bear in mind that not just anybody can choose S company status.
According to the IRS website, in order for a corporation to become a S corp, the following requirements must be met:
The company must be based in the United States (i.e., formed within the US)
The company must have no more than 100 stockholders.
The company may only have one form of shares.
Only permitted stockholders may be members of the company. Individuals, some kinds of trusts, and estates are examples of them.
The company must not be indecipherable. Domestic worldwide sales businesses, financial organisations, and insurance companies are among them.
You must also evaluate how your current condition of operations may impact your S corp classification and accompanying corporate filings. States often have varying standards for whether a corporation may be recognised as a S corp, as well as distinct tax privileges.
It should be noted that certain states do not immediately recognise a company as a S corporation and need the corporation to elect S corporation status at the state level:
New York State of New Jersey
Furthermore, several countries do not recognise S corp status at all and tax S companies like ordinary corporations:
The District of Columbia
State of New Hampshire
The city of New York
Louisiana
California
Annual Report Filing for Corporations
After completing your corporate filing procedures and successfully forming your business, you must ensure that you meet your state’s annual, biannual, or even decennial filing obligations. These are often associated with your taxes and supervisory obligations.
Failure to file your corporate annual report might have major ramifications for your business. Fines and overdue taxes may vary from losing your good standing with your Secretary of State to having your whole business liquidated.
Reports on a Year
Most states require firms to produce an annual report by a specific deadline. The information needed on these varies based on your state of incorporation, however it normally contains information about your company’s:
Names and addresses of officers and directors
Addresses of registered agents
This is due to the fact that an annual report is intended to guarantee that the appropriate government agencies linked with your firm have access to up-to-date and trustworthy information that they may use to contact you if necessary.
Other yearly or biannual reports include business filings for the following:
Excise duties
Evidence of unemployment, disability, or workers’ compensation insurance
Intellectual property rights of your company
Minutes of a Meeting
Though meeting minutes for a company are not normally required to be filed, they are required to be recorded in most states. This has several advantages, since it enables organisations to retrieve a “backlog” of information if necessary to settle internal disagreements.
Furthermore, keeping meeting minutes can:
Serve as documentation that your corporation’s meetings were conducted in accordance with your state’s legislation (e.g., in a timely manner and with a sufficient notice period)
Allow access to information that may be required if your company is audited by a government agency in the future.
There are a few states where meetings do not have to be recorded at all, including:
Nevada, Delaware
Kansas
Oklahoma, North Dakota
However, the advantages of documenting meeting minutes indicate that your firm should preserve them, even if it is not a legal obligation where you do business.
Other Required Corporation Filings State Tax Registration
Corporations must get distinct tax ID numbers since they are regarded different legal entities to their shareholders. These may be obtained at both the federal (EIN) and state levels, however the criteria for each differ greatly.
Your corporation’s state ID will be associated with the methods via which it may pay state income taxes. These are deductible and might vary greatly depending on where you live.
This means you’ll need to consult your state’s government website to determine your corporation’s local tax requirements, as well as how to apply for your tax ID.
Permits and Licenses for Businesses
Depending on your business, you may be needed to get a permission or licence in order to operate legally in the United States.
These may be needed at the municipal, county, state, and/or federal levels and include the following:
Operating permits
Zoning permissions
Licenses for health and safety
Occupational Certifications
Licenses for sellers
Dissolution
The most straightforward approach to dissolve your business is to submit your Articles of Dissolution.
Although a corporation may dissolve on its own if it fails to complete its annual reports on time, this is often not the ideal option to disband your firm. This is because it will continue to operate legally as a distinct corporate organisation.
The specific forms necessary vary by state, however they typically include the following information:
The name of your company
The authorisation date for dissolution
The date on which you want your dissolution to take effect (this could be immediate)
Signatures of your company’s representatives