An Incorporation Checklist for U.S. Corporations
Wednesday, June 28, 2023
If you're planning to incorporate a company in the United States, this checklist will help guide you through the process by outlining the information and documents you will need. Although each state has its own procedures, the basics of incorporating a company are much the same throughout the country.
Information Required Prior to Filing the Incorporation Application
- Reserve the proposed name of the corporation and any additional trade names under which the corporation will be doing business. This may entail additional documentation and filing fees to register those trade names.
- Determine who the directors and corporate officers (or if an LLC, the members and managers) will be.
- Discuss with your business partners (if any) and your legal counsel if any special provisions will be included in the articles or in the company bylaws / operating agreement.
- Ensure that any compliance, licensing or regulatory requirements for the corporation’s business are met.
Documents to be Prepared
- Articles of Incorporation or Organization (depending if a corporation or LLC)
- Certificate of Disclosure
- Bylaws or operating agreement (depending on the type of entity)
- Shareholders Agreement
- Minutes of Organizational Meeting
- Subscription for Shares of Stock
- Application for Employer Identification Number / Federal Tax ID
- Corporate Minute Book
- Stock Transfer Ledger
- Stock Certificates
Once the documents are prepared, you can file them with the Secretary of State. Most states have an online filing option.
Roles to be Filled Before Incorporation
- Accountants
- Legal counsel
- Registered agent
- Bank, trust company, other financial institution(s)
- Investment broker and financial advisors (if required or desired)
- Insurance company (life, office contents, commercial general liability, etc)
- Auditors (if required or desired)
Things to Do Following Incorporation
- Hold an organizational meeting to issue shares, appoint the directors and officers, set the company's fiscal year end, and adopt the bylaws.
- Apply for a federal EIN (employer identification number).
Other Matters to Consider
- Determine whether the corporation needs to obtain a sales tax license.
- Decide whether the corporation qualifies for Sub-chapter “S” status.
- Review the statutes governing corporations to determine what the regular reporting requirements are, and be sure the dates are properly diarized for preparing and filing the appropriate documents.
- Order corporate seal.
- Get information on the “piercing the corporate veil” rules.
- Get information on state, federal and municipal laws, rules and regulations that apply to the corporation’s business (environmental, tax, import/export, etc).
- Learn how to properly dissolve / liquidate a corporation.