BizOrigin.com will perform a non-binding name check for name
availability within the state of incorporation. The name check is
preformed by us at no additional charge where available. However,
please remember that the final determination is made by the state
officials; thus, never rely on a corporate name check until AFTER
you have received a copy of your filed Articles of Incorporation,
stamped with the state's approval.
Most jurisdictions allow you to telephone in and ask whether the
corporate name is available, or whether it is in use by another
company. Many jurisdictions are updating their systems and now allow
you to check for your corporate name via the internet. Some
jurisdictions will provide a name check over the telephone for a
charge of between $15 to $20. Still some, however, will not provide
name checks over the telephone and require you to physically enter
the state office and complete a form with the requisite information
before the state will perform a name check.
How long is the incorporation process?
Processing times for incorporating a company vary amongst the
different states and change constantly depending on the workload at
the state office. Please ask one of our representatives for our most
current approximation of the processing time for Articles of
Incorporation within your state of incorporation.
What is a Registered Agent?
Almost ALL jurisdictions require that the corporation designate a
registered agent for service of process. However, in most cases,
anyone who has a street address (NO PO BOXES) within the state of
incorporation may act as a registered agent for the corporation.
BizOrigin.com can select a registered agent service for you if you
are in need of such services. Persons who require our registered
agent services are usually those who are incorporating in one state
(Nevada, for example) and operating a business in another state
(California, for example).
Why must my business designate a Registered Agent?
Any entity conducting business within virtually every state must
register to do business in that state, designate and maintain a
registered agent, and in some cases a registered office.
What is the purpose of a Registered Agent?
A Registered Agent acts as the representative for accepting Service
of Process served upon the company within the jurisdiction of any
state where the company conducts business. Service of Process is
broadly construed to include any legal proceeding, legal notice, or
official government communication presented to the company while it
is within the jurisdiction of a state.
What happens if my company fails to register or designate and
maintain a Registered Agent?
The failure, to register and designate a registered agent, may
foreclose or hinder the company's ability to legally enter into
contracts and gain access to the state courts. Moreover, it may
subject the company to monetary, civil, and possibly criminal
sanctions. Also, failure to maintain a registered agent may cause
your company to fall out of "good standing" within the state. This
will subject your license to do business within a state to
forfeiture, with monetary penalties assessed to reinstate your
company to a "good standing" again.
What are Articles of Incorporation?
A Corporation's "Articles of Incorporation" is the main filing
document which begins the corporation's existence under state law.
Once filed, the corporation comes into existence.
The level of complexity for a corporation's Articles of
Incorporation can range from very simple to extremely complex.
Generally, most jurisdictions require Articles of incorporation to
contain, at a minimum, information about the Corporate Name, the
Registered Agent, and the Corporation's business address.
Requirements vary by state.
Bylaws serve as the internal operating document for the corporation.
Generally, Bylaws detail the responsibilities, rights, and duties of
directors, shareholders and officers. Currently states generally do
not require that Bylaws be filed.
What is a Corporate Officer?
Our forms allow you to name up to 6 officers for your corporation.
While most jurisdictions allow the same person to act in all
capacities, that person has different responsibilities depending on
the capacity in which he or she is acting.
President Vice President
Treasurer Secretary (or clerk) Assistant Secretary
Although most jurisdictions allow one person to serve in all three
capacities, the person's responsibility and authority changes
through the different officerships the person assumes. For example,
the President is typically responsible for entering into contracts
on behalf of the corporation, the Treasurer is responsible for
maintaining and accounting for corporate funds, and the Secretary is
responsible for observing corporate formalities and maintaining
In addition to these required officer positions, a corporation may
also have vice presidents and/or assistant secretaries or assistant
Typically, the authority and responsibilities of each officer is
described in the corporate bylaws and may be further defined by an
employment contract or job description.
The President The President has the overall
executive responsibility for the management of the corporation and
is directly responsible for carrying out the orders of the board of
directors. He or she is usually elected by the board of directors.
The Treasurer The Treasurer is the chief financial
officer of the corporation and is responsible for controlling and
recording its finances and maintaining corporate bank accounts.
Actual fiscal policy of the corporation may rest with the Board of
Directors and be largely controlled by the president on a day-to-day
The Secretary The Secretary is typically
responsible for maintaining the corporate records.
The Board of Directors is essentially the management body for the
Responsibilities of the Board of Directors include establishing all
business policies and approving major contracts and undertakings. In
addition, the Board may also elect the President. Ordinary business
practices of the corporation are carried out by the Officers and
employees under the directives and supervision of these Directors.
The Directors must act collectively for their votes and decisions to
be valid. That's why Directors may only act at a Board of Directors
meeting. This, however, requires certain formalities. One such
formality is that the Directors must all be notified of a
forthcoming meeting in a prescribed manner, although this can be
waived or provided for in the corporation's Articles of
Incorporation or Bylaws.
For a Directors' meeting to be valid, there must also be a Quorum of
Directors present. A Quorum is usually a majority of the Directors
then serving on the Board; however, the Bylaws may specify another
minimum number or percentage.
The Board of Directors must meet on a regular basis (monthly or
quarterly), but in no case less than annually. These are the regular
Board meetings. The Board may also call Special Meetings for matters
that may arise between regular meetings. In addition, boards may
call a special shareholders' meeting by adopting a resolution
stating where and when the meeting is to be held and what business
is to be transacted.
The first meeting of the Board of Directors is important because the
Bylaws, the Corporate Seal, Stock Certificates and Record Books are
Board members, like officers, have a fiduciary duty to act in the
best interests of the corporation and cannot put their own interests
ahead of the corporation's. The Board must also act prudently and
not negligently manage the affairs of the corporation. Finally, the
Board must make certain that it properly exercises its authority in
managing the corporation and does not abrogate its responsibilities
This means that the board must be very careful to document that each
Board action was reasonable, lawful and in the best interests of the
corporation. This is particularly true with matters involving
compensation, dividends and dealings involving Officers, Directors
and Stockholders. The record or Corporate Minutes of the meeting
must include the arguments or statements to support the Board action
and why must detail why the action was proper.
Where can I get a Corporate Seal?
While many jurisdictions have abolished the requirement of
maintaining a corporate seal, many corporations still prefer to
maintain a corporate seal as a formality. Corporate seals range in
price from $8 (rubber stamp) to about $75 (steel embosser). Please
contact your local stationer to obtain a corporate seal. You'll need
to know the name of your corporation and the date of incorporation
before you can order it.
What is a Federal Employer Identification Number?
If you plan on opening a bank account under your corporate name,
most banks will require that your corporation have a Federal
Employers Identification Number.
A Federal Tax Identification Number (also known as a "95 Number" or
"EIN Number") is a number assigned to a corporation or L.L.C. by the
Federal Government for purposes of taxation. The Federal Tax ID
Number is to a corporation or L.L.C. as a Social Security Number is
to an individual. Most banks require that a corporation or L.L.C.
obtain a Federal Tax Identification Number as a prerequisite to
opening a bank account regardless of whether the company will have
employees. BizOrigin.com can prepare your Federal Tax Identification
Number Application (IRS Form SS4) at your request. Once you receive
the prepared application from our office, you may contact the I.R.S.
with the completed form and obtain the actual "95 Number" over the
telephone in just minutes!
Shares of stock represent ownership of the corporation. Where no
shares are issued, no individual owns the corporation. Thus, shares
must be issued to those individuals who will own the corporation.
While most states have created many exceptions and exemptions from
registering a stock issuance with the State or with the SEC for most
small businesses, it may be wise to contact the appropriate entity
to determine whether you must file a notice of stock issuance on a
state or Federal Level.
Because My Corporation is a secretarial service, our company CANNOT
be involved with your corporation's stock issuance. For help
regarding your corporation's stock issuance, please contact a
licensed attorney or the appropriate state entity.
What is Par Value?
A business corporation must sell shares of stock in order to
capitalize the corporation, that is, provide the corporation with
its own capital, separate from the money of its owners. This
separation provides part of the support for shielding the
shareholders from personal liability for the debts and obligations
of the corporation.
Shares of stock sold by the corporation represent proportionate
ownership interests held by shareholders in the corporation. "Par
value" is a dollar value assigned to shares of stock which is the
minimum amount for which each share may be sold. There is no minimum
or maximum value that must be assigned. Shares may also have "no par
value," which means that the Board of Directors will assign a value
to the stock below which the shares cannot be issued.
There is no minimum number of shares that must be authorized in the
articles of incorporation. One or more shares may be authorized.
However, the corporation may not sell more shares than it is
authorized to issue and it must receive consideration in exchange
for its shares.
Must I file a D.B.A. ('Doing Business As')?
Individuals and unincorporated entities that regularly conduct
business using an assumed name (often referred to as a "d.b.a.")
must file an assumed name certificate with the county clerk in each
county in which business premises are maintained. If corporations,
limited liability companies or limited partnerships (entities
created by filing with the secretary of state) do business with a
name that is different than the name set forth in the organizational
documents, they must file assumed name certificates in the county or
counties where the registered office and the principal office are
located, and must also file with the secretary of state.
If I incorporate, will doing so prevent others from using my
Incorporating will not keep another business from using your name.
Generally, every business must protect its own business name and the
good will that it has acquired from the sale of its goods or
services in a specific geographic area. Filing articles of
incorporation only prevents the secretary of state from filing a
document to create another corporation, limited liability company or
limited partnership that has the same, a deceptively similar, or
similar name as the entity already in existence.
Can I protect a trade name nationwide?
There is no national registration of trade names. Generally,
businesses, including corporations, protect their trade names by
registering their trade name as a service mark or trademark if the
trade name also functions as a service mark or trademark. Because of
the legal complexities involved, we recommend that businesses obtain
private counsel to get advice on how to protect a trade name in
Can the same person be the shareholder, director and all
officers of a corporation?
While jurisdictions will vary in their requirements, most states
require that there be at least one director and two officers, in a
general, for-profit corporation . The required officers are
President and Secretary. Most states allow one natural person to
hold both offices and be the sole director of the corporation.
Usually, that one person may also be the sole shareholder. A
corporation may not be a director of another corporation.
Do I need to publish a notice of incorporation?
While a few jurisdictions require publication of the corporate name
to be published in a newspaper local to the county of the registered
agent (Georgia, Arizona, Illinois, and Pennsylvania), most
jurisdictions do not require publication unless an existing
unincorporated business intends to incorporate without a change in
its name; that business must then publish its intent to incorporate
in the local newspaper for four consecutive weeks (in most
What is the difference between a corporation and an LLC?
Corporations are formed pursuant to state law and have shareholders,
are managed by a board of directors, and the daily affairs are
administered by officers. Similarly, a limited liability company
(LLC) has members and may be managed by one or more managers. Most
often, both entities must pay franchise taxes, but may have
different federal tax liabilities.
Generally, most people form corporations or limited liability
companies in order to shield the shareholders or members and
officers or managers from personal liability for the debts and
obligations of the entity. There may also be various tax advantages
to forming these entities which may not be available for sole
proprietorships and general partnerships.
BizOrigin.com cannot provide information as to whether a person
should incorporate or form a limited liability company or a
partnership. If you are contemplating forming any of these entities
you should consult with private counsel regarding your individual