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Forming a Corporation or LLC? Written by: Nicholas Gorham Wednesday, January 21, 2004INFORMATION NEEDED FOR FORMATION OF CORPORATION
1. The name you wish to use.
2. The business that you expect to engage in.
3. We recommend an initial authorization of 2,000 shares of no par stock because this results in the minimum franchise tax. However, if you feel you need more shares than this, please state how many.
4. We recommend a provision that if any shareholder desires to sell his stock, that he has to offer it back to the corporation first. This gives you some control over the persons who will be shareholders in the company, if you ever decide to have additional investors come in. If you do not want this provision, please so state.
5. The law requires that someone be designated as the person to receive legal process in case the corporation is sued. We will need the name and address of this person.
6. We need to know the number of directors you want. There must be at least one director for each shareholder up to three. Thus, if there are two shareholders, there need to be only two directors; but if there are three or more, you must have at least three directors.
7. When do you want the corporation to start its existence. This is best done at the first day of a month, but if there are reasons for it, you can start in the middle of the month.
8. Please list the name of the President, Vice President (if any) Secretary and Treasurer. The same person can hold one or more of these offices.
9. It may be that you want to incorporate as a “small business corporation”. This means that the corporation will be taxed the same as a partnership or sole proprietorship is taxed. This is something that you should discuss with your accountant and further discuss with us, if you have any questions.
10. How many shares do you wish to issue initially. You can issue any number of shares (up to the number authorized) to each shareholder. Usually each shareholder is issued 100 shares but you can have any number issued that you want.
11. What will be the initial contribution by you to the corporation for the shares that are issued. This can be either real or personal property or money. You should make sure that you consult with your accountant about this as it may be quite important later on. We will also discuss this with you and your accountant.
12. What will be the fiscal year of the corporation. You can have a calendar year (January 1 through December 31) or any fiscal year that you wish. This also should be discussed with your accountant.
13. Who is to sign the stock certificates. Two officers normally are required. They can be any two that you wish, e.g. the President and the Treasurer, the President and the Secretary, etc.
14. When will you be holding the annual stockholder’s meeting. This should be held at the same time each year and your By-Laws will set forth the date when it is held. You can hold it on any date you select.
15. You can have a provision that requires that certain offices of the company can not be held by the same person, for example that the President and Treasurer must be different people. If you wish such a provision, please let us know what officers you wish to have this requirement apply to.
16. You may want to require that checks, deeds, leases, promissory notes, etc. must be signed by two individual officers. If so, please set forth who is to be authorized to sign these types of instruments.
17. We will need to know the name, address and social security number of each shareholder. Please set these forth.
Forms/corpor.
ATTORNEYS AND COUNSELLORS AT LAW
25 DANIELSON PIKE
P.O. BOX 46
NORTH SCITUATE, RI 02857
TEL. 401-647-1400 FAX 401-647-1446
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