Starting a business isn't as simple as coming up with an idea and starting to make money. To conduct legitimate business, you'll need to register the business with your state, which includes deciding which type of business to form. And to do that, you'll need to create and compile the proper incorporation documents. Most small businesses begin as sole proprietorships rather than corporations, meaning the owners basically operate as individuals with no separation between personal and business finances . Taking the next step by filing incorporation documents has several major advantages you need to be aware of. Under a corporation or limited liability company, commonly referred to as an LLC, you can separate and protect your personal assets from your business assets. Adding an “Inc.” or “LLC” to your company name also gives it more credibility in the eyes of customers and vendors — plus, incorporating carries certain tax advantages, too.
Before you get to the process of sorting through all your incorporation papers and business formation documents, there are several steps you need to take first to ensure your corporation starts off on the right foot.
A good initial step is to decide what kind of corporation you want to form. Here are the most common types of corporations you can form for new businesses:
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Once you’ve settled on the type of corporation, you’ll typically take some or all of the following steps:
One thing you can plan on when forming your own corporation is a lot of paperwork. In addition to various corporate formation documents or LLC incorporation documents, you’ll need to create financial documents and partner agreements. Requirements vary from one state to the next, but as a general rule you can expect to create the following corporate documents:
This form is called different things in different states, but it serves the same purpose everywhere: to establish a unique name for your corporation or LLC in the state where you’re incorporating or organizing. In California, for example, it’s called the Name Reservation Request, whereas in Vermont it’s called the Application to Reserve a Specified Business Name. Fees and procedures vary depending on where you live. In California, you must complete the Name Reservation Request form, attach a $10 check payable to the Secretary of State and either mail it or drop it off to the appropriate office. These forms are usually available online at the state website. Check with your state’s Secretary of State office to find out how to obtain and file the name reservation document, the requirements for picking a name and which names are available. You might have to choose more than one name, ranked in order of preference, just in case your first choice is unavailable or deemed inappropriate. See: 4 Signs It's Time to Get a Business Line of Credit
These documents are required for LLCs and serve to establish your business with your Secretary of State’s office. Most states will require the same type of information. In Colorado, for example, this is some of the information you’ll need to provide when filling out the Articles of Organization:
Some states, such as Minnesota, will ask you to provide information on the LLC’s number of employees, type of business and annual revenue. These forms can be filed with the state’s business filing office. Depending on your state, you can expect to pay a processing fee of $100 to $800 to the Secretary of State.
These are similar to the articles of organization, only they are intended for corporations rather than LLCs. In some states, this document might be called the Certificate of Formation. You’ll typically have to pay a processing fee and file these documents with the Secretary of State’s office. Exceptions include:
Here’s the information you’ll typically have to provide:
Related: What Is an LLC?
An operating agreement is used by LLCs to establish rules for the ownership and operation of the business. Most states don’t require one, but it’s still a good idea to create one to serve as a guideline. These can be created on word processing programs and stored either digitally or in paper files. Most operating agreements include the following, according to Nolo:
These agreements, commonly known as NDAs, are designed to protect private information such as financial records and client lists. An NDA is a legal contract between two or more parties — typically your company and its contractors, employees or business partners—signifying that a confidential relationship exists between them. NDAs can be created and filed in digital or paper form. They should be signed and distributed to all concerned parties at the start of the business relationship such as upon hiring. Related: How to Start a Business in California
In most states, corporations are required to maintain a written record of bylaws. These bylaws document how the corporation’s shareholders, officers and directors will oversee the organization and manage its daily operations. Bylaws also detail the company’s structure and governance. Bylaws are typically written by the incorporator shortly after filing the articles of incorporation. They are printed out and sent as part of a packet to the Secretary of State’s office. Exact bylaws will vary according to the size and type the company, but here are a few basic details and provisions you should include:
For corporations that issue stock to multiple parties, the shareholders' agreement (or stockholders' agreement) serves as a legal document that lays out the rights of shareholders as well as the duties and powers of company management and the Board of Directors. This should come in written form and be distributed to shareholders. A typical shareholders' agreement will address the following:
Most states require corporations to document formal shareholder, director and officer meetings so they’ll have a record in the event of audits or other legal matters. These minutes provide an official record of what was said and done at meetings, including actions taken or decisions made. Although LLCs are not required to record minutes, they should do so anyway to prevent legal disputes down the road. Minutes should include the following:
Companies that issue stock must provide stock certificates that record the sale and purchase of shares in the corporation. These are almost always issued in digital form nowadays, though some companies might still issue paper certificates. Stock certificates should include the corporation’s name, the date shares were issued, the signature of the authorizing and the company seal. Also: What Is a DBA and Does Your Business Need One?
If you’ve incorporated as an LLC, S-Corp or C-Corp, most states require you to file an annual report with the Secretary of State’s office. This can usually be done online on the state’s website. You’ll likely have to pay a fee that ranges from $50 to $400, depending on the state. Requirements on what to include vary by state and might include some or all of the following:
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