Making it Official

Discussion in 'Business Operations' started by DAZ982500, Jun 25, 2005.

  1. DAZ982500

    DAZ982500 LawnSite Member
    Posts: 72

    For those with more experience with regards to your business I would appreciate some feedback/guidance.I am the sole person running my business and would like to either incorporate, or go as a sole prop.I do not have all the information regarding the differnces, but will be speaking with a attorney regarding some of my questions come Monday.I would like to know from all of you what do you think, given my situation.What would be the most profitable...smartest way to go.A little background I do pay taxes, I do carry contractors insurance for summer work and insurance for plowing..I am legal.My concerns are I do this part time , I have 31 accounts not quite at my peak.I have not written off a thing yet this is were I am looking for savings future investment.What were the fees to do this, do I need a LAWYER,how about the paperwork involved.Please toss out some thoughts, pros, cons other alternatives thanks Dave.
     
  2. SodKing

    SodKing LawnSite Bronze Member
    Posts: 1,648

    You do not need a lawyer, professional liar, to do the paperwork. If your not going to apply pesticides you might want to form a simple llc. You can get all the paper work from your secretary of state.

    I hired a lawyer to do our incorporation and he "forgot" to file at least half of the paperwork which I then had to do at the Secretary of states office. There they told me that indeed, I do not need a lawyer to incorporate.
     
  3. promower

    promower LawnSite Bronze Member
    Posts: 1,232

    An accountant would be more helpful. I talk to my accountant regularly, she knows my finances, and my business, so she will have the best advice for me.
     
  4. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    I got Kiplinger's business Attorney software and with it you can fill out your own incorporation paper work. This is some of the information provided with this software. This is long and I will need to post 4 times to get it all in.


    The Certificate (or Articles) of Incorporation is used by an individual forming a new corporation in Delaware or in another state that has adopted a version of the Delaware corporation law.

    Included with this document is advice on the law in each state on various matters. This information is extracted from statutes and case law in each state, and is general only. This general information is current as of September, 2002.

    Each state has its own requirements for incorporation. In many cases the certificate must conform to those requirements exactly. Check with the state or an attorney before filing.

    PICKING THE STATE
    When forming a corporation, the first thing to determine is what state the corporation will be formed in. You are not required to form the corporation in the state where you reside - you may select another state, even though you do not live there. Delaware long ago liberalized its laws regarding the formation of corporations in an effort to attract businesses to organize there. Although many states have subsequently adopted Delaware type laws, or otherwise liberalized their own corporation laws, many people still choose to incorpo)th Delaware if one desires incorporation.

    Many factors must be considered in picking the right state, and most small corporations find it advisable to incorporate in the state where the corporation will be doing most of its business. One of the main reasons for this is that if you incorporate in Delaware, Nevada or some other distant state, you will be considered a "foreign corporation" in your home state. This means that you will need to become qualified as a foreign corporation, which involves preparing and filing the appropriate forms and paying foreign corporation fees. The corporation may also be required to pay additional income taxes.

    NAMING THE CORPORATION
    The next step is to choose the name of your corporation. You cannot choose just any name. The name that you select must be approved by the state in which you incorporate. This ensures that the state doesn't have duplicate or confusingly similar names. The state will also refuse to incorporate you if your proposed name may be deceptive to the public. For example, if you plan to incorporate a used car business, you probably cannot incorporate under the name "General Motoring Corporation." Also, your name must clearly identify the entity as a corporation. This means including "Corporation", "Incorporated", "Company" or some other term or approved abbreviation in the corporation's name.

    In most states, you can call the office of the secretary of state and submit a proposed name for consideration. If the state office tells you that the name is available, you may reserve that name by sending a written request and paying a fee. Ask about the process for reserving the name when you call.

    INCORPORATOR
    A corporation is formed when a person (or, in some states, a corporation or other entity) files the appropriate paper work (the Certificate or Articles) and pays certain fees. The person who files the documents and takes the other actions necessary to form the corporation is called an "incorporator". Except for Puerto Rico (which requires three incorporators), only one person is needed.

    Virtually anyone can be an incorporator. A few jurisdictions (Alaska, Colorado, District of Columbia, Maryland, Minnesota, Missouri, Nebraska, Nevada, New York, North Dakota, Pennsylvania, Puerto Rico, South Dakota, Utah and Vermont) require that the incorporator be a "natural" person. The incorporator should be an adult and have the legal capacity to enter into contracts. Otherwise, there is not ordinarily any other requirement.

    AUTHORIZING STOCK
    The next step is to decide how much common stock the corporation will be authorized to issue and whether that stock will have a "par value". The par value you assign to each share, if any, has little significance. Basically, if you assign a high par value, your balance sheet will show a higher amount of "stated capital" or "paid in capital". If you assign a low or no par value, the corporation's balance sheet will show a relatively lower figure as stated or paid in capital, but a higher figure of "paid in surplus." The par value, if any, does not have anything to do with how much the initial shareholders will pay for their stock, or the ultimate value of that stock.

    You may want to keep the authorized number of shares relatively small, as many states charge a foreign corporation qualification fee based on the number of shares authorized. If you opt to keep the number small, make sure to authorize at least enough to fulfill initial stock subscriptions (i.e., the initial stock purchase) with some left so that you can issue additional stock later.

    REGISTERED AGENT
    You will also need to designate a registered agent for the corporation. This is a person or an office that resides in the state where the corporation is formed and is available to accept service of formal letters, notices and summonses. If you are not a resident of the state where the corporation will be formed, or if no one is available to serve as a resident agent, you can hire a business to act as your resident agent. For example, the CT Corporation System, http://www.CTAdvantage.com, has offices in all 50 states and the District of Columbia to act as the registered office for corporations. These companies charge a fee for serving as your registered office.

    SECRETARIES OF STATE
    Following this discussion, Business Attorney provides a list of mailing addresses and telephone numbers for the secretary of state in each state. The list notes whether the incorporation document should be titled "Articles of Incorporation" or "Certificate of Incorporation" (there is no difference other than the title).

    While this information is accurate as of September, 2002, Business Attorney recommends that you confirm the information by contacting the state office. Many state offices will provide "fill in the blank" forms for incorporating. These forms can often be downloaded from the Web site. These may be particularly useful if you incorporate in a state that does not follow the Delaware corporate law. Some of these forms may actually be simpler than this Certificate, though finding any advice on how to fill them in may prove difficult. Many state offices will provide additional instructions and filing information, while others are not as helpful. If you do end up using a state form, you may want to read all of the section explanations in this Certificate of Incorporation anyway, as they should give you a better understanding of the state form.

    DIRECTORS
    Some states do not require the Certificate of Incorporation to set forth the names and addresses of the initial directors. Others require initial directors to be identified, usually including addresses. At the end of this window is a list of all U. S. jurisdictions, and a statement for each as to whether the Certificate of Incorporation must include the names and addresses of directors.

    WHERE TO FILE
    In most states, filing the incorporation documents centrally with the Secretary of State or other state office is the only filing requirement. However, the following 15 states have additional filing or publication requirements:

    Alabama - File with county judge, who then forwards to Secretary of State
    Alaska - Deliver to the "commissioner" for processing
    Arizona - After filing with state, must file in county of registered office
    Delaware - After filing with state, must file in county of registered office
    Georgia - After filing with state, must file in county of registered office
    Illinois - After filing with state, must file in county of registered office
    Iowa - State office forwards articles for local filing
    Kansas - After filing with state, must file in county of registered office
    Louisiana - After filing with state, must file in county of registered office
    Maryland - State office forwards articles for local filing
    Mississippi - After filing with state, must file in county of registered office
    Nebraska - After filing with state, must file in county of registered office and publish locally
    Nevada - After filing with state, must file in county of registered office
    New York - State office forwards articles for local filing
    North Carolina - After filing with state, must file in county of registered office
    Pennsylvania - Local publication required
    Virginia - State office forwards a certificate for local filing
    West Virginia - After filing with state, must file in county of registered office

    ADDITIONAL DOCUMENTS
    The states of Alaska, Arizona, Connecticut, Louisiana, Maine, Maryland, New Hampshire, Nevada, Ohio and Pennsylvania require that additional documents be filed with the Articles or shortly after filing. These requirements vary, but usually include certification of some information. Check with the Secretary of State's office for more information on these requirements. Those sites are set forth below and you can also reach them through the National Association of Secretaries of State website at http://www.nass.org.
     
  5. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    NEXT STEPS TO "KICK OFF"
    After filing the certificate of incorporation, you should promptly prepare additional documents to "kick off" the new corporation. Among these are the Action by Incorporator, the Bylaws, and the Unanimous Written Consent of The Board Of Directors In Lieu Of The First Meeting. All of these documents and their attachments should be placed in the corporation's minute book and maintained in a safe place.

    After these initial documents are prepared and properly filed the corporation's minute book, make sure to properly hold all of the required annual meetings, and to properly address all of the other legal requirements. This will help to ensure that the corporation remains separate and distinct from the shareholders.

    ATTORNEY REMINDER
    While it is not necessary to hire a lawyer to form a new corporation, it is highly recommended. A lawyer can help you determine the appropriate state for incorporation, and can help you identify particular matters that should be addressed in the certificate or articles of incorporation and other documents. A lawyer may also be able to advise you on the appropriate number of shares of authorized capital stock.

    DIRECTOR REQUIREMENTS BY STATE
    Following is a list of states, and whether or not the state requires the names and addresses of directors to be included in the certificate or articles of incorporation. If not required, you may list them at your option.

    In virtually every state, a corporation need have only one director and the number may be fixed in the Articles or the bylaws. To protect the shareholders, many states also require that if the number is fixed in the bylaws and it will be changed by more than 30%, the shareholders (i.e., not just the directors) must approve the change.

    Names and addresses of directors -

    Alabama – Required
    Alaska - Required
    Arizona – Required
    Arkansas - Not required (optional)
    California - Not required (optional)
    Colorado - Not required
    Connecticut - Not required
    Delaware - Not required (more below)
    District of Columbia - Specify number (and name, if any)
    Florida - Not required (optional)
    Georgia - Required
    Hawaii - Required
    Idaho - Required
    Illinois - Not required (optional)
    Indiana - Not required (optional)
    Iowa - Not required (optional)
    Kansas - Not required (more below)
    Kentucky - Not required (optional)
    Louisiana - Not required
    Maine - Not required (more below)
    Maryland - Required
    Massachusetts - Required
    Michigan - Not required
    Minnesota - Not required (optional)
    Mississippi - Not required (optional)
    Missouri - Not required (more below)
    Montana - Required
    Nebraska - Not required
    Nevada - Required
    New Hampshire – Not required (optional)
    New Jersey - Not required
    New Mexico - Required
    New York - Not required
    North Carolina - Required
    North Dakota - Not required (optional)
    Ohio - Not required
    Oklahoma - Not required
    Oregon - Not required
    Pennsylvania - Not required
    Puerto Rico - Not required
    Rhode Island - Required
    South Carolina - Not required (optional)
    South Dakota - Required
    Tennessee - Not required (optional)
    Texas - Required
    Utah - Not required (optional)
    Vermont - Required
    Virginia - Not required
    Washington - Required
    West Virginia - Required
    Wisconsin - Required
    Wyoming - Required

    Maine and Missouri require that the number of initial directors be stated, but makes naming them optional. Delaware and Kansas require the names and addresses of the initial directors only if the powers of the incorporators are to terminate upon filing the Certificate. In California, if the initial directors are names in the Articles, then each director must also sign and acknowledge them.

    The Delaware corporation laws are used by a majority of corporations in the United States. For this reason, the Certificate of Incorporation document provided in Business Attorney is patterned after the Delaware statutes, and we believe that it is more flexible and useful than the form documents provided at the state websites listed below. However, we do advise that you also check the corporation filing requirements for your individual state to obtain any additional information you need to complete the incorporation process in your chosen state.
     
  6. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    THE SECRETARIES OF STATE

    Alabama
    Secretary of State - Corporations
    PO Box 5616 Montgomery, AL 36103-5616
    Phone (334) 242-5324
    http://www.sos.state.al.us/business/corporations.cfm
    Filing fees: $40 to Secretary of State.
    Other fees: Tax: $10 per $1000 of stock (minimum $50); permit: minimum $10.
    Name reservation: reservable for 120 days for $10 fee.

    Alaska
    State of Alaska - Corporations PO Box 1100808 Juneau, AK 99811-0808
    Fax (907) 465-3257
    Email Alyce_Houston@dced.state.ak.us
    http://www.dced.state.ak.us/bsc/
    Filing fees: $150.
    Other fees: Biennial Corporation Tax at filing: $10.
    Name reservation: reservable for 120 days for $15 fee.

    Arizona
    Secretary of State - Corporations 1300 West Washington Phoenix, AZ 85007-2929
    Phone (602) 542-3135
    http://www.cc.state.az.us/corp/index.htm
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee.

    Arkansas
    Secretary of State - Corporations
    State Capital
    Little Rock, AR 72201-1094
    Phone (501) 682-3409 or (888) 233-0325
    http://www.sosweb.state.ar.us/business.html
    Filing fees: $50.
    Other fees: Initial Corporation Franchise Tax due at filing: $50 minimum.
    Name reservation: reservable for 120 days.

    California
    Secretary of State - Corporations
    1500 11th Street
    Sacramento, CA 95814
    Phone (916) 654-7960
    Email Legal@ss.ca.gov
    http://www.ss.ca.gov/business/corp/corporations.htm
    Filing fees: $100.
    Other fees: Franchise tax upon filing: $800; filing agent statement: $5.
    Name reservation: reservable for 60 days for $10 fee.

    Colorado
    Department of State - Corporations
    1560 Broadway, Suite 200
    Denver, CO 80202
    Phone (303) 894-2251
    Email sos.business@state.co.us
    http://www.sos.state.co.us/pubs/business/main.htm
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee (renewable).

    Connecticut
    Secretary of the State - Corporations 30 Trinity Street P.O. Box 150470 Hartford, CT 06115-0470
    Phone (860) 509-6001
    Email crd@po.state.ct.us
    http://www.sots.state.ct.us/CommercialRecording/CRDIndex.html
    Filing fees: $45.
    Other fees: Initial tax upon filing: $150; initial biennial report: $125.
    Name reservation: reservable for 120 days for $30 fee.

    Delaware
    Secretary of State - Corporations
    401 Federal Street, Suite 4 Dover, Delaware 19901 Phone (302) 739-3073
    http://www.state.de.us/sos/corp.htm
    Filing fees: $25.
    Other fees: State tax: minimum $15.
    Name reservation: reservable for 30 days for $10 fee.

    District of Columbia
    Corporations Division
    John A. Wilson Building 1350 Pennsylvania Avenue, NW
    Washington, DC 20004
    Phone (202) 442-4430
    http://dcra.dc.gov/information/build_pla/business_services/coporations_division.shtm
    Filing fees: $20.
    Other fees: Initial License fee: mimimum $20; indexing: $2.
    Name reservation: reservable for 60 days for $7 fee.

    Florida
    Department of State - Corporations P.O. Box 6327 Tallahassee, FL 32314
    (850) 488-9000
    Email corphelp@mail.dos.state.fl.us
    http://ccfcorp.dos.state.fl.us/index.html
    Filing fees: $35.
    Other fees: Registered Agent designation: $35.
    Name reservation: reservable for 120 days for $35 fee.

    Georgia
    Secretary of State - Corporations
    315 West Tower, 2 MLK, Jr. Dr. Atlanta, GA 30334-1530 Phone (404) 656-2817 Fax (404) 657-2248
    Email corporations@sos.state.ga.us
    http://www.sos.state.ga.us/corporations/
    Filing fees: $60.
    Other fees: Publication of Notice of Intent to file for incorporation: $40.
    Name reservation: reservable for 90 days for no fee.

    State of Hawaii
    Corporations Division
    1010 Richards Street
    P.O. Box 40
    Honolulu, HI 96813-2920
    Phone (808) 586-2844 and (808) 586-2727
    https://www.ehawaiigov.org/main/mck-cgi/nbrscc/bregs_filing.cgi
    Filing fees: $50.
    Other fees: Expedited Service fee: $40 (except long delays without this fee).
    Name reservation: reservable for 120 days.

    Idaho
    Secretary of State - Corporations
    700 W. Jefferson, Room 203
    P.O. Box 83720
    Boise, ID 83720-0080
    Phone (208) 334-2300
    Fax (208) 334-2282
    Email sosinfo@idsos.state.id.us
    http://www.idsos.state.id.us/
    Filing fees: $60.
    Other fees: None.
    Name reservation: reservable for 4 months for $10 fee.

    Illinois
    Secretary of State - Corporations
    501 S. Second St. Suite 328 Springfield, IL 62756
    Phone (217) 782-6961 or (800) 252-8980
    http://www.sos.state.il.us/services/services_business.html
    Filing fees: $75.
    Other fees: Initial Franchise Tax: minimum $25.
    Name reservation: reservable for 90 days for $25.

    Indiana
    Secretary of State - Corporations
    302 W. Washington Street Room E-018 Indianapolis, IN 46204
    Phone (317) 232-6576 Fax (317) 233-3387
    Email jfisk@sos.state.in.us
    http://www.state.in.us/sos/business/corps/general.html
    Filing fees: $90.
    Other fees: None.
    Name reservation: reservable for 120 days for $20.

    Iowa
    Secretary of State - Corporations
    Statehouse Des Moines, IA 50319
    Phone (515) 281-5204
    Email sos@sos.state.ia.us
    http://www.sos.state.ia.us/
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 120 days for $10.

    Kansas
    Secretary of State - Corporations
    First Floor Memorial Hall
    120 S.W. 10th Avenue
    Topeka, KS 66612-1594
    Phone (785) 296-4564 or (785) 296-4570
    http://www.kssos.org
    Filing fees: $75.
    Other fees: None.
    Name reservation: reservable for 120 days for $20 fee.

    Kentucky
    Secretary of State - Corporations
    700 Capitol Avenue
    Room 154, State Capitol
    PO Box 718
    Frankfort, KY 40602
    Phone (502) 564-2848
    Fax (502) 564-4075
    http://www.kysos.com/
    Filing fees: $40.
    Other fees: Organization Tax: minimum $10 (paid to State Treasurer).
    Name reservation: reservable for 120 days for $15 (renewable).
    Louisiana
    Secretary of State
    Commercial Division – Corporation Section
    P.O. Box 94125
    Baton Rouge, LA 70804
    Phone (225) 925-4704
    Email commercial@sec.state.la.us
    http://www.sec.state.la.us/comm/corp-index.htm
    Filing fees: $60.
    Other fees: Notary fee in Orleans Parish: $25; Recording Articles: variable.
    Name reservation: reservable for 60 days for $20 fee.
     
  7. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    Maine
    Secretary of State - Corporations 101 State House Station
    Augusta, ME 04333-0101 Phone (207) 624-7752 and (207) 624-7740
    Fax (207) 287-5874
    Email cec.corporations@state.me.us
    http://www.state.me.us/sos/cec/corp/corp.htm
    Filing fees: $75.
    Other fees: Capital Stock Fee: minimum $30.
    Name reservation: reservable for 120 days for $5 fee.

    Maryland
    Department of Assessments & Taxations - Corporations
    301 W. Preston Street
    Baltimore, MD 21201
    Phone (410) 767-1184
    http://www.dat.state.md.us/sdatweb/charter.html
    Filing fees: $40.
    Other fees: None.
    Name reservation: reservable for 30 days for $7 fee.

    Massachusetts
    Secretary of the Commonwealth - Corporations One Ash Burton Place, 17th floor Boston, MA 02108
    Phone (617) 727-9640 Fax (617) 742-4528
    Email corpinfo@sec.state.ma.us
    http://www.state.ma.us/sec/cor/corcon.htm
    Filing fees: $200.
    Other fees: None.
    Name reservation: reservable for 30 days. Renewable once.

    Michigan
    Bureau of Commercial Services - Corporations P.O. Box 30054 Lansing, MI 48909
    Phone (517) 241-6470
    Fax (517) 241-9845
    Email bcsinfo@cis.state.mi.us
    http://www.commerce.state.mi.us/bcs_corp/sr_corp.asp
    Filing fees: $10.
    Other fees: Organization fee: minimum $50.
    Name reservation: reservable for 4 months for $10 fee.

    Minnesota
    Secretary of State - Corporations
    180 State Office Building
    100 Constitution Avenue, St. Paul, MN 55155
    Phone (651) 296-2803 or 1-877-551-6767 http://www.sos.state.mn.us
    Filing fees: $135.
    Other fees: None.
    Name reservation: reservable for 12 months for $35 fee.

    Mississippi
    Secretary of State - Corporations
    202 N. Congress St. Suite 601 P.O. Box 136 Jackson, MS
    39205
    Phone 601-359-1633 or 800-256-3494
    http://www.sos.state.ms.us/busserv/corp/corporations.html
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 180 days for $25 fee.

    Missouri
    Secretary of State - Corporations
    State Capitol, Room 208
    Jefferson City, MO 65101
    Phone (573) 751-4936
    Email SOSMain@sosmail.state.mo.us
    http://www.sos.state.mo.us/business/corporations/Default.asp
    Filing fees: Organizational tax: minimum $53 based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 60 days for $20 fee.

    Montana
    Secretary of State - Corporations Room 260, Capitol P.O. Box 202801 Helena, MT
    59620-2801
    Phone (406) 444-3665
    Fax (406) 444-4196
    E-mail
    sos@state.mt.us
    http://sos.state.mt.us/css/BSB/Org_Structures.asp#Corporation
    Filing fees: $20.
    Other fees: License fee: minimum $50.
    Name reservation: reservable for 120 days for $10 fee.

    Nebraska
    Secretary of State - Corporations
    State Capitol - Room 1305 P.O. Box 94608 Lincoln, NE 68509-4608 Phone (402) 471-4079
    Fax (402) 471-3666
    Email corp01@nol.org
    http://www.sos.state.ne.us/htm/corpmenu.htm
    Filing fees: $40 minimum: variable fee based on amount of stock.
    Other fees: Advertising notice approximately $30.
    Name reservation: reservable for 120 days.

    Nevada
    Secretary of State - Corporations
    202 N. Carson Street
    Carson City, NV 89701-4271
    Phone (775) 684-5708
    Email sosmail@govmail.state.nv.us
    http://sos.state.nv.us/
    Filing fees: $125 minimum: variable fee based on amount of stock.
    Other fees: Filing of list of officers and directors: $85.
    Name reservation: reservable for 90 days for $20 fee.

    New Hampshire
    Corporation Division
    25 Capitol St.
    State House, Room 204
    107 North Main Street
    Concord, NH03301
    Phone (603) 271-3244
    http://www.state.nh.us/sos/corporate/index.htm
    Filing fees: $35.
    Other fees: Filing of Addendum: $40; License fee: minimum $75 - variable.
    Name reservation: reservable for 120 days for $15 fee.

    New Jersey
    Division of Revenue Business Services - Corporations PO Box 308 225 W. State St.
    Trenton, NJ 08625-0308. Phone (609) 292-9292
    http://www.state.nj.us/njbiz/s_check.shtml
    Filing fees: $100.
    Other fees: None.
    Name reservation: reservable for 120 days for $50 fee.

    New Mexico
    Secretary of State
    Public Regulation Commission - Corporations Bureau
    State Capitol North Annex, Suite 300
    Santa Fe, NM 87503
    Phone (505) 827-4508 or 800-947-4722
    http://www.nmprc.state.nm.us.
    Filing fees: $50; variable fee based on amount of stock.
    Other fees: Initial Corporate Report filing fee: $20 (filed within 20 days).
    Name reservation: reservable for 120 days for $10 fee.

    New York
    Department of State - Corporations 41 State Street Albany, NY 12231-0001
    Phone 518) 473-2492 Fax (518) 474-1418
    E-mail corporations@dos.state.ny.us
    http://www.dos.state.ny.us/corp/corpwww.html
    Filing fees: $125.
    Other fees: Organization tax: minimum $10; variable based on stock.
    Name reservation: reservable for 60 days for $20 fee.

    North Carolina
    Secretary of State - Corporations PO Box 29622 Raleigh, NC 27626-0622
    Phone (919) 807-2225 Fax (919) 807-2039
    http://www.secretary.state.nc.us/Corporations/
    Filing fees: $100.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee.

    North Dakota Secretary of State - Corporations
    600 E Boulevard Ave, Dept 108 Bismarck ND, 58505-0500
    Phone (701) 328-4284 or (800) 352-0867 ext. 4284 Fax (701)-328-2992 Email sosbir@state.nd.us
    http://www.state.nd.us/sec/Business/businessinforegmnu.htm
    Filing fees: $30.
    Other fees: Initial Franchise Fee: minimum $50; variable.
    Name reservation: reservable for 12 months for $10 fee.

    Ohio
    Secretary of State - Corporations 180 E. Broad St. 16th Floor Columbus, OH 43215
    Phone (614) 466-3910 or 1-877-767-3453
    Email busserv@sos.state.oh.us
    http://www.state.oh.us/sos/
    Filing fees: $75 minimum; variable fee based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 60 days for $5 fee.

    Oklahoma
    Business Filing Department 2300 N. Lincoln Blvd., Room 101 Oklahoma City, OK
    73105-4897 Phone (405) 521-3912 Fax
    (405) 521-3771
    Email Charlene.Dickerson@sos.state.ok.us
    http://www.sos.state.ok.us/business/business_filing.htm
    Filing fees: $50 minimum; variable fee based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 60 days for $5 fee.

    Oregon
    Corporation Division Public Service Building 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327
    Phone (503) 986-2200
    Email BusinessRegistry.sos@state.or.us
    http://www.filinginoregon.com/
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee.

    Pennsylvania
    Department of State - Corporations P.O. Box 8722 Harrisburg, PA 17105-8722
    Phone (717) 787-1057
    http://www.dos.state.pa.us/corps/corp.html
    Filing fees: $100.
    Other fees: None.
    Name reservation: reservable for 120 days for $52 fee.

    Rhode Island
    Secretary of State - Corporations
    100 North Main Street, 1st Floor Providence, RI 02903-1335 Phone (401) 222-3040 FAX (401) 222-1309 Email corporations@sec.state.ri.us
    http://www.corps.state.ri.us/corporations.htm
    Filing fees: $70.
    Other fees: License Fee: minimum $80; variable based on stock amount.
    Name reservation: reservable for 120 days for $50 fee.

    South Carolina
    Secretary of State - Corporations
    P.O. Box 11350 Columbia, SC 29211
    Phone (803) 734-2158
    http://www.scsos.com/
    Filing fees: $10.
    Other fees: Incorporation Tax: $100; License Fee and Report Fee: $25.
    Name reservation: reservable for 120 days for $10 fee.

    South Dakota
    Secretary of State - Corporations 500 East Capitol Avenue Ste 204 Pierre, SD 57501-5070
    Phone (605) 773-4845
    Email mary.heidelberger@state.sd.us
    http://www.state.sd.us/sos/sos.htm
    Filing fees: $40 minimum; variable fee based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee.

    Tennessee
    Secretary of State - Division of Business Services 312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243
    Phone (615) 741-2286
    Email Business.Services@state.tn.us
    http://www.state.tn.us/sos/service.htm
    Filing fees: $50.
    Other fees: Register of Deeds filing fee: $5/page if office is in Tennessee.
    Name reservation: reservable for 4 months for $10 fee.

    Texas
    Secretary of State - Corporations
    1019 Brazos
    P.O. Box 13697
    Austin, Texas 78711
    Phone (512) 463-5555
    Email Corpinfo@sos.state.tx.us
    http://www.sos.state.tx.us/corp/index.shtml
    Filing fees: $300.
    Other fees: Initial Franchise Tax: $100.
    Name reservation: reservable for 120 days for $40 fee.

    Utah
    Secretary of State - Corporations
    160 E. 300 S.
    Salt Lake City, UT 84111
    Phone (801) 530-4849 or (877) 526-3994
    http://www.commerce.state.ut.us/corporat/nameinfo.htm
    Filing fees: $50.
    Other fees: None.
    Name reservation: reservable for 120 days for $20 fee.
     
  8. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    Vermont
    Secretary of State - Corporations
    81 River Street, Drawer 09

    Montpelier, VT 05609-1104
    Phone (802) 828-2386
    Fax (802) 828-2853
    Email bpoulin@heritage.sec.state.vt.us
    http://www.sec.state.vt.us/corps/corpindex.htm
    Filing fees: $35 minimum; variable fee based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 120 days for $10 fee.

    Virginia
    Secretary of State - Corporations
    P. O. Box 1197
    Richmond, Virginia 23218.
    Phone (804) 371-9733 or 1-(866)-722-2551
    http://www.state.va.us/scc/division/clk/index.htm
    Filing fees: $25.
    Other fees: Charter fee: $50 minimum; variable fee based on stock amount.
    Name reservation: reservable for 120 days for $10 fee.

    Washington
    Secretary of State - Corporations
    PO Box 40234 Olympia, WA 98504-0234
    Phone (360) 753-7115
    Email corps@secstate.wa.gov
    http://www.secstate.wa.gov/corps/
    Filing fees: $175.
    Other fees: Annual Report filing: $10 (file within 120 days of incorporation).
    Name reservation: reservable for 180 days for $20 fee.

    West Virginia
    Secretary of State - Corporations Bldg. 1, Suite 157-K 1900 Kanawha Blvd. East Charleston, WV 25305-0770
    Phone (304) 558-8000
    Email pbarker@wvsos.com
    http://www.wvsos.com/
    Filing fees: $10.
    Other fees: Annual License Tax: $75 minimum; variable based on stock.
    Name reservation: reservable for 120 days for $5 fee.

    Wisconsin
    Department of Financial Institutions - Corporations
    PO Box 7846 Madison WI 53707
    Phone (608) 261-7577
    Email info@dfi.state.wi.us
    http://www.wdfi.org/
    Filing fees: $90 minimum; variable fee based on amount of stock.
    Other fees: None.
    Name reservation: reservable for 120 days for $15 fee.

    Wyoming
    Secretary of State's Office Corporations Division The Capitol Cheyenne, WY 82002-0020 Phone (307) 777-5334 Fax (307) 777-5339 E-mail corporations@state.wy.us
    http://soswy.state.wy.us/corporat/corporat.htm
    Filing fees: $90 ($30 credit if filed when reserving name).
    Other fees: None.
    Name reservation: reservable for 120 days for $30 fee.
     
  9. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    This is the form I used to incorporate SDS and I just finished filling out a second one for Roy's Recycling. A new company I just started.

    1. Name
    The name of the Corporation is [Corporation].

    2. Principal Office and Registered Agent.
    Its registered office in the State of [State of Incorporation] is [Address], in the City of [City], County of [County]. The name of its registered agent at such address is [Agent].

    3. Purposes.
    The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of [State of Incorporation].

    4. Capital Stock.
    The total number of shares of capital stock that the Corporation shall have authority to issue is [Number of Shares], all of which are to be common stock with [Par Value].

    5. Incorporator.
    The name and mailing address of the incorporator is: [Incorporator], [Incorporator's Address].

    6. Existence.
    The Corporation is to have perpetual existence.

    7. Liability of Stockholders.
    The private property of the stockholders shall not be subject to the payment of corporate debts.

    8. Management.
    Subject to the provisions of the laws of the State of [State of Incorporation], the following provisions are adopted for the management of the business and for the conduct of the affairs of the Corporation, and for defining, limiting and regulating the powers of the Corporation, the directors and the stockholders:

    (a) The books of the Corporation may be kept outside of the State of [State of Incorporation] at such place or places as may from time to time be designated by the Board of Directors.
    (b) The business of the Corporation shall be managed by its Board of Directors; and the Board of Directors shall have power to exercise all the powers of the Corporation, including (but without limiting the generality hereof) the power to create mortgages upon the whole or any part of the property of the Corporation, real or personal, without any action of or by the stockholders, except as otherwise provided by statute or by the Bylaws.
    (c) An increase in the number of directors shall be deemed to create a vacancy or vacancies in the Board of Directors, to be filled in the manner provided in the Bylaws. Any director or any officer elected or appointed by the stockholders or by the Board of Directors may be removed at any time, in such manner as shall be provided in the Bylaws.
    (d) The Board of Directors shall have power to make and alter Bylaws, subject to such restrictions upon the exercise of such power as may be imposed by the stockholders in any bylaws adopted by them from time to time.
    (e) The Board of Directors shall have the power, in its discretion, to fix, determine and vary, from time to time, the amount to be retained as surplus and the amount or amounts to be set apart out of any of the funds of the Corporation available for dividends as working capital or a reserve or reserves for any proper purpose, and to abolish any such reserve in the manner in which it was created.
    (f) The Board of Directors shall have the power, in its discretion, from time to time, to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of the Corporation, or any of them, other than the stock ledger, shall be open to the inspection of stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by law or authorized by resolution of the directors or of the stockholders.
    (g) Upon any sale, exchange or other disposal of the property and/or assets of the Corporation, payment therefor may be made either to the Corporation or directly to the stockholders in proportion to their interests, upon the surrender of their respective stock certificates, or otherwise, as the Board of Directors may determine.
    (h) In case the Corporation shall enter into any contract or transact any business with one or more of its directors, or with any firm of which any director is a member, or with any corporation or association of which any director is a stockholder, director or officer, such contract or transaction shall not be invalidated or in any way affected by the fact that such director has or may have an interest therein which is or might be adverse to the interests of the Corporation, even though the vote of such director might have been necessary to obligate the Corporate upon such contract or transaction; provided, that the fact of such interest shall have been disclosed to the other directors or the stockholders of the Corporation, as the case may be, acting upon or with reference to such contract or transaction.
    (i) The Corporation reserves the right to amend, alter, change, add to or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute; and all rights herein conferred are granted subject to this reservation.

    I, THE UNDERSIGNED, the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of [State of Incorporation], do make this [Articles or Certificate] of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this _____ day of ____________, _____.


    _________________________________
    [Incorporator]



    State of ______________________ )
    ) ss
    County of_____________________ )


    BE IT REMEMBERED that on this _______________ personally came before me, a Notary Public for the State of ________________, [Incorporator], to me personally known to be the same person who executed the foregoing [Articles or Certificate] of Incorporation, and acknowledged that said person signed as the person's free act and deed the foregoing document and declared that the statements therein contained are true to the person's best knowledge and belief.

    IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.


    _________________________________
    Notary Public

    My commission expires:

    ,
     
  10. leadarrows

    leadarrows LawnSite Senior Member
    from N/A
    Posts: 925

    I hope this helps some of you on this issue. My advise is get the software I mentioned then have an accountant look it over before you file.
     

Share This Page