Corpkit Legal Supplies | Incorporation in USA

Incorporation in USA

How to form a corporate

Can incorporate nationally?

No. There is no mechanism in the United States to incorporate on the federal level. A company interested in incorporating (or forming a partnership or limited liability entity) must contact each state's licensing authority individually.

Steps to form a corporate:

Choosing and registering your business name is a key step to legally operating your business and potentially obtaining financial aid from the government.

1. Choose your business name. Your business name will frame its identity. There are many factors to choose your business name. Here are some tips to get started:
  • Check for trademarks, contact your state filing office to check whether your intended business name has already been claimed and is in use.You may just go to your Secretary of State website to search business entity.
  • Pick a name that is web-ready, In order to claim a website address or URL, your business name needs to be unique and available. It should also be rich in key words that reflect what your business does. To find out if your business name has been claimed online, do a simple web search to see if anyone is already using that name.
  • Claim your social media identity, it’s a good idea to claim your social media name early in the naming process – even if you are not sure which sites you intend to use.

  • 2. Register your business name. After you have selected a name for your business, you will need to register it to comply with the law.

    3. Register with your state agencies. For some businesses, you need to register your business name with state or local government agency. Find out what the requirements are for your state.

    Reference: http://www.sba.gov/content/how-name-business

    Why corporations choose Delaware?

    - You may choose Delaware to form your startup company

    why the majority of Fortune 500 companies, more than 60% actually, have chosen to incorporate in the small state of Delaware. Why are more than 75% of all new initial public offerings in the U.S. done by companies incorporated in Delaware?

    1. Tax Savings from using a Delaware corporation

  • No state income tax for Delaware corporations that operate out of state
  • No business license required for Delaware corporations not operating in Delaware
  • No inheritance tax on stock held by non-residents of Delaware
  • No state sales tax on intangible personal property
  • Shares of stock owned by non-resident aliens are not subject to Delaware taxes

    2. It’s Cheap! Delaware charges $89 to incorporate. A little bit cheaper than California ($100..but they nail you for $800 every year in franchise fees), New York ($125), and a lot cheaper than Texas ($300). [note: Even if you incorporate in a foreign state like Delaware, your startup company may still be subject to registration as a "foreign entity" and compliance with the laws of states you transact business in.]
  • 3. Flexible Laws. Delaware’s General Corporation Law is the most advanced and flexible business formation statute in the United States. It is designed to provide maximum flexibility in the structuring of business entities and the allocation of rights and duties among founders and shareholders.

    4. No Wildcard Juries. If you do end up going to court to settle a dispute, Delaware’s Court of Chancery uses judges instead of juries.

    reference:
    http://www.usa-corporate.com
    http://startuplawyer.com.

    How to form a corporate?

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    How to Form a Corporation in California

    1) To form a general stock corporation
    in California, you can fill out this form or prepare your own document, and submit for filing along with:
    – A $100 filing fee.
    – A separate, non-refundable $15 service fee also must be included, if you drop off the completed form or document.

    Important!
    Corporations in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board. For more information, go to https://www.ftb.ca.gov.
    Note: Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs.

    http://www.sos.ca.gov/business/corp/pdf/articles/arts-gs.pdf

    2) To form a Professional Corporation

    To form a professional corporation in California, you can fill out this form or prepare your own document, and submit for filing along with:
    - A $100 filing fee.
    - A separate, non-refundable $15 service fee also must be included, if you drop off the completed form or document.

    Important!
    Corporations in California may have to pay a minimum $800 yearly tax to the California Franchise Tax Board. For more information, go to https://www.ftb.ca.gov

    Note: Before submitting the completed form, you should consult with a private attorney for advice about your specific business needs.

    http://www.sos.ca.gov/business/corp/pdf/articles/arts-pc.pdf

    For more information about the type of corporation in California, please refer the website: http://www.sos.ca.gov/business/be/forms.htm
    When starting a new business, there are many important decisions to make and many rules and procedures that must be addressed. While there is no single source for all filing requirements, the following steps have been developed to assist you in starting your business.


    How to Form a Corporation in Delaware

    Forms By Entity Type

    The Delaware Division of Corporations has all forms available online in PDF format.  This requires the use of Acrobat Reader Version 6.02 or higher to save our forms to your local drive.  These forms pass the Adobe Accessibility Standard, 508 Federal Standards and WCG Guidelines.  This may be downloaded free of charge from Adobe Systems.

    Corporate Fee:
    Incorporation(Including Public Benefit Corporations)
    State filing fee: $89, Certified Copy ( each ) fee: $50.
    For more detailed information about fee, please refer the following site: http://corp.delaware.gov/fee.shtml


    Form a Corporate in Georgia

    Corporation are formed by filing articles of incorporation with the Secretary of State.

    Name Reservation
    A name may be reserved prior to filing. A reservation fee of $25 must accompany the request. The reservation may be made online or by submitting a Name Reservation Request form. A name reservattion number that remains in effect for 30 days will be provided by return email within 24 hours of receipt of an online request and within 36 hourd of creceipt of a mai;-in request. Name reservations are not available by relephone.

    Preparation of Articles of Incorporation
    Articles of incorporation must include the information described in O.C.G.A. && 14-2-202 (Profit corporation ) or 14-3-202 (nonprofit corporation). Articles may be filed online or mailed to the Corporations Division at the above named in the articles or an attorney in fact must sign articles of incorporation.

    Filing of Articles of Incorporation and Data Transmittal Form 227
    For filings not submitted online, the original and one copy of the articles of incorporation, a completed Transmittal Form 227, and the $100.00 filing fee should be mailed or delivered to the Corporations Division at the above address. Checks should be made payable to “Secretary of State.” Articles of incorporation are effective on the date received by the Corporations Division unless a delayed effective date is specified therein. A certificate of incorporation will be mailed to the applicant, usually in five to seven business days. Workload issues will sometimes result in a longer turnaround time, perhaps up to 12 business days. Filings that are not complete will be returned to the applicant along with a notice that describes the deficiency. If corrected and returned within 60 days the initial date of receipt will be the date of formation. Deficient filings are deemed abandoned if still pending after 60 days from initial receipt of the filing. After the filing is deemed abandoned, a new filing, including new filing fees, will be required.


    Form a corporate in New York:

    Certificate of Incorporation Domestic Corporations

    A business corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Business Corporation Law. To assist first time incorporators, the New York Department of State has prepared instructions for forming a corporation.

    Section 301 of the Business Corporation Law includes provisions relating to the use of certain words and phrases in the name of the corporation. For example, the name of the corporation must contain the word "Incorporated" or the abbreviation "Inc." or one of the other words or abbreviations in Section 301 which are indicative of corporate character. In addition, certain words and phrases also require consents and approvals from other agencies prior to filing the document with the Division of Corporations. If there is any doubt as to what, if any, consents or approvals may be required, the Division of Corporations or the agency in question should be contacted, prior to submitting the document for filing to the Division of Corporations.

    The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)

    The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

    Certificate of Incorporation (professional service) Domestic Corporations

    A professional service corporation may be formed by filing a Certificate of Incorporation pursuant to Section 1503 of the Business Corporation Law. "Profession," as defined in Section 1501(b) of the Business Corporation Law, includes any practice as an attorney and counselor-at-law, or as a licensed physician, and those occupations designated in Title Eight of the Education Law. For a listing of professional services, please see New York State Department of Education, Office of the Professions.

    A Certificate of Good Standing from the appropriate Appellate Division or a Certificate of Authority (Form PLS709) under seal from the New York State Department of Education, Division of Professional Licensing Services, Corporations Unit, 89 Washington Avenue, 2nd Floor, Albany, NY 12234, must be submitted with the Certificate of Incorporation.

    The fee for filing the Certificate of Incorporation is $125 plus the applicable tax on shares. There is a minimum tax of $10 on shares that the corporation is authorized to issue which must be paid at the time of formation of the corporation. The $10 tax authorizes the corporation to issue a maximum of 200 shares no par value or a par value of all authorized shares up to $20,000. Corporations wishing to be authorized to issue more than 200 shares no par value or par value shares totaling more than $20,000 will incur a tax of more than $10. The tax rate is 5 cents per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value. (Please see Section 180 of the Tax Law.)

    The completed Certificate of Incorporation, together with the statutory filing fee, should be forwarded to the New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


    Form a corporate in Texas:

    The easy way to incorporate is go to the website SOSDirect (http://www.sos.state.tx.us/corp/sosda/index.shtml) to register online. The Secretary of State OnLine Access (SOSDirect) web access system provides subscribers with up-to-date, on-line computer access to a variety of information maintained by the Office of the Secretary of State.

    SOSDirect provides the following:
    • The SOS UCC System is compliant with Revised Article 9 (RA9).
    • Electronic filing of UCC documents for as low as $5.00 per document and for electronic filing of business organizations for fees set by statute. Certificates of formation, applications for registrations, name reservations; changes to registered agents/offices and assumed name certificates can be filed online. Dissolutions, terminations and withdrawals for corporations may be filed electronically. Applications for reinstatement following tax forfeiture and amendments to change the name of business and professional corporations may be filed through SOSDirect. In addition, annual statements, limited partnership and nonprofit corporation reports may be filed using SOSDirect.
    • Turntime for web filings is generally 24 hours or less.
    • Enhanced search capabilities for business organizations including searching by entity name, name of person listed as a registered agent, officer or director of a corporation. low price of only $1.00 per search.
    • Expands records available online and includes records filed with the SOS relating to Corporations.
    • Allow users to order copies and certificates relating to business and UCC records over the Internet.
    • Allow users to view copies (when images are available) of filed documents over the Internet, print copies of those documents on computers in their office, and generate certificates relating to those documents in their office.

    Reference: http://www.sos.state.tx.us/corp/sosda/index.shtml


    From a corporate in Washington D.C.

    Corporate Registration
    DCRA's Corporations Division serves as the Office of Corporate Registrar for the District of Columbia. The Corporations Division registers all entities, domestic (DC) or foreign (non-District) that conduct business in the District of Columbia.

    This is the first step in business regulatory compliance. This registration is separate and must be done before entity applies for a business license, permit, tax registration or any other registration within the District.

    If you would like to operate in the District of Columbia as a nonprofit and for-profit corporation you must register with Superintendent of Corporations of Corporations Division of the Department of Consumer and Regulatory Affairs.

    The following is the list of entities by type that are subject to mandatory registration: (for more information, please, click on each entity type Business Corporations including Professional Corporations and Benefits Corporations

    Find more information about different organizational types by using the following link: Choose Corporate Structure

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