What sorts of corporate forms are available for each state? Click on your state's name and you'll flash to your state's menu of incorporation form categories. Where necessary, all forms are tailored to meet the requirements of your state's laws. Included for selection are comprehensive Business Incorporation Package, individual Articles of Incorporation, corporate resolution forms, stock certificates, foreign corporation registration materials (for out-of-state corporations), corporate dissolution packages, change of registered agent materials, professional corporation creation materials, corporate seals, and much more.
What is the Incorporation Package? Rather than purchasing our various corporate forms individually, State Incorporation Packages include all forms needed to form a corporation in your state, and a step by step instructional guide to walk you through the incorporation process. Importantly, the package also includes forms needed after incorporation such as minutes, notices, and by-laws. Items Included: Steps to Incorporate; Articles or Certificate of Incorporation; By-Laws; Organizational Minutes of the Incorporators, Shareholders and Directors; Annual Minutes; Notices of Special Meetings; Blank Resolution forms; Waiver of Notice of Meeting forms, Stock Transfer Ledger, Simple Stock Certificate, IRS Form SS-4 to apply for Tax Identification Number, and IRS Form 2553 to apply for Subchapter S tax treatment.
Why incorporate? The corporation is the traditional organizational form for companies with a large number of owners, i.e. a company that issues a large amount of stock. Some of the largest corporations are "publicly traded" in the national stock markets where anyone can buy shares, but most corporations are "privately held" by the owners, who only issue shares in the amount desired and to whom they wish. To finance business operations, a corporation raises money (called "capital") by issuing shares. The corporation's shareholders are protected against personal liability for the corporation's liabilities. If your company plans on raising capital from a large number of investors, the corporation may be the best organizational form for you.
What is the "corporate veil"? As mentioned above, one of the chief legal features of a corporation is the protection of individual investors/owners from liability for the faults or debts of the corporation. This statutory protection is sometimes called the "corporate veil," meaning a barrier between the shareholders and the corporation itself. If the corporation is unable to pay its debts, for example, the creditors cannot sue the individual shareholders in an attempt to take their personal property to reimburse the corporation's debt. The sale of the corporation's assets is the only remedy for the creditors. The corporate veil allows the shareholders to be free of fear of losing their personal wealth if the corporation fails. Only in extreme cases of personal, intentional (and often criminal) wrongdoing by an owner, officer or director can that person be held personally liable.
What is a corporate records maintenance package? If the corporation is already formed but you need to update your corporate records, this package accomplishes your purpose. Corporations that do not follow certain corporate formalities, including generally keeping corporate records, may lose corporate protection from personal liability. This package includes the following forms: Organizational Minutes, Minutes for Initial Meeting of Shareholders and Directors, By-Laws, Annual Minutes of Joint Meeting of Shareholders and Directors, Notice of Special Meeting of Directors, Notice of Annual Meeting of Directors, Notice of Special Meeting of Shareholders, Notice of Annual Meeting of Shareholders, Blank Resolution form for Shareholders, Blank Resolution form for Directors, Blank Resolution form for Joint Action of Shareholders and Directors, Waiver of Notice of Meeting by Directors, Waiver of Notice of Meeting by Shareholders, Resignation of Incorporator, Resignation of Director, Resignation of Officer, Stock Transfer Ledger and Simple Stock Certificate.
