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CORPORATION FACTS
A People’s Choice can save you hundreds of dollars by preparing all
necessary corporate formation documents instead of an expensive attorney!
Business Learning Center
Our online learning center provides quick access to valuable information contained in our web
site, California and Federal Codes, Court web sites and other legal sources of information.
Is my corporate name available?
This office will perform a non-binding name check for name availability within the state of incorporation. The name check is
performed by us at no additional charge where available. However, please remember that the final determination is made by
the state officials; thus, never rely on a corporate name check until AFTER you have received a copy of your filed Articles of Incorporation, stamped with the state's approval.
How long is the incorporation process?
Processing times for incorporating a company vary and change constantly depending on the workload at the state office.
Please ask one of our representatives for our most current approximation of the current processing time for Articles of Incorporation.
What is a registered agent?
The registered agent for Service of Process is a person designated by your corporation to accept service of civil
documents on behalf of the corporation. They must have an address within the state of incorporation. Anyone who has a
street address (NO PO BOXES) within the state of incorporation may act as a registered agent for the corporation.
What are Articles of Incorporation?
A Corporation's "Articles of Incorporation" is the main filing document which begins the corporation's existence under state
law. Once filed, the corporation comes into existence.
The level of complexity for a corporation's Articles of Incorporation can range from very simple to extremely complex.
Generally, most jurisdictions require Articles of incorporation to contain, at a minimum, information about the Corporate Name
, the registered agent, and the Corporation's business address. Requirements vary by state.
What are Bylaws?
Bylaws serve as the internal operating document for the corporation. Generally, Bylaws detail the responsibilities, rights,
and duties of directors, shareholders and officers. Currently, states generally do not require that Bylaws be filed.
What is a corporate officer?
Our forms allow you to name up to 6 officers for your corporation. While most jurisdictions allow the same person to act in
all capacities, that person has different responsibilities depending on the capacity in which he or she is acting.
- President
- Vice president
- Treasurer
- Secretary (or clerk)
- Assistant secretary
- Assistant treasurer
Although most jurisdictions allow one person to serve in the three capacities of President, Treasurer and Secretary, the
person's responsibility and authority changes through the different officer positions the person assumes. For example, the
president is typically responsible for entering into contracts on behalf of the corporation, the treasurer is responsible for
maintaining and accounting for corporate funds, and the secretary is responsible for observing corporate formalities and maintaining corporate records.
In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or
assistant treasurers.
Typically, the authority and responsibilities of each officer are described in the corporate bylaws and may be further
defined by an employment contract or job description.
The president:
The president has the overall executive responsibility for the management of the corporation and is
directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The treasurer:
The treasurer is the chief financial officer of the corporation and is responsible for controlling and
recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the
board of directors and be largely controlled by the president on a day-to-day basis.
The secretary:
The secretary is typically responsible for maintaining the corporate records.
What is a Corporate Director?
The board of directors is essentially the management body for the corporation.
Responsibilities of the board of directors include establishing all business policies and approving major contracts and
undertakings. In addition, the board may also elect the president. Ordinary business practices of the corporation are carried
out by the officers and employees under the directives and supervision of these directors.
The directors must act collectively for their votes and decisions to be valid. That's why directors may only act at a board of
directors meeting. This, however, requires certain formalities. One such formality is that the directors must all be notified of
a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation's Articles of Incorporation or bylaws.
For a directors' meeting to be valid, there must also be a quorum of directors present. A quorum is usually a majority of the
directors then serving on the board; however, the bylaws may specify another minimum number or percentage.
The board of directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the
regular board meetings. The board may also call special meetings for matters that may arise between regular meetings. In
addition, boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.
The first meeting of the board of directors is important because the bylaws, the corporate seal, stock certificates and
record books are adopted.
Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own
interests ahead of the corporation's. The board must also act prudently and not negligently manage the affairs of the
corporation. Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others.
This means that the board must be very careful to document that each board action was reasonable, lawful and in the best
interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving
officers, directors and stockholders. The record or corporate minutes of the meeting must include the arguments or
statements to support the board action and must detail why the action was proper.
Where can I get a corporate seal?
While many jurisdictions have abolished the requirement of maintaining a corporate seal, many corporations still prefer to
maintain a corporate seal as a formality. Corporate seals range in price from $8 (rubber stamp) to about $75 (steel
embosser). Your can order your corporate seal through our office. You'll need the name of your corporation and the date of incorporation before you can order it.
What is a Federal Employer ID Number?
If you plan on opening a bank account under your corporate name, most banks will require that your corporation have a
Federal Employers’ Identification Number.
A Federal Tax Identification Number (also known as a "95 Number" or "EIN Number" ) is a number assigned to a corporation
or LLC by the Federal Government for purposes of taxation. The Federal Tax ID Number is to a corporation or LLC as a
Social Security Number is to an individual. Most banks require that a corporation or LLC obtain a Federal Tax Identification
Number as a prerequisite to opening a bank account regardless of whether the company will have employees. This office
can prepare your Federal Tax Identification Number Application (IRS form SS4) at your request. Once you receive the
prepared application from our office, you may contact the IRS with the completed form and obtain the actual "95 Number" over the telephone in just minutes!
Does a Corporation have to issue stock?
Shares of stock represent ownership of the corporation. Where no shares are issued, no individual owns the corporation.
Thus, shares must be issued to those individuals who will own the corporation. While most states have created many
exceptions and exemptions from registering a stock issuance with the State or with the SEC for most small businesses, it
may be wise to contact the appropriate entity to determine whether you must file a notice of stock issuance on a state or federal level.
Because this office is a non-attorney, legal document preparation service, our company CANNOT be involved with your
corporation's stock issuance. For help regarding your corporation's stock issuance, please contact a licensed attorney or the appropriate state entity.
What is par value?
A business corporation must sell shares of stock in order to capitalize the corporation, that is, provide the corporation with
its own capital, separate from the money of its owners. This separation provides part of the support for shielding the
shareholders from personal liability for the debts and obligations of the corporation.
Shares of stock sold by the corporation represent proportionate ownership interests held by shareholders in the
corporation. Par value is a dollar value assigned to shares of stock which is the minimum amount for which each share may
be sold. There is no minimum or maximum value that must be assigned. Shares may also have no par value, which means
that the board of directors will assign a value to the stock below which the shares cannot be issued.
There is no minimum number of shares that must be authorized in the articles of incorporation. One or more shares may be
authorized. However, the corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.
Must I file a DBA ('Doing Business As')?
Individuals and unincorporated entities that regularly conduct business using an assumed name (often referred to as a DBA
) must file an assumed name certificate with the county clerk in each county in which business premises are maintained. If
corporations, limited liability companies or limited partnerships (entities created by filing with the secretary of state) do
business with a name that is different than the name set forth in the organizational documents, they must file assumed
name certificates in the county or counties where the registered office and the principal office are located, and must also file with the secretary of state.
If I incorporate, will doing so prevent others from using my company name?
Incorporating will not keep another business from using your name. Generally, every business must protect its own
business name and the good will that it has acquired from the sale of its goods or services in a specific geographic area.
Filing articles of incorporation only prevents the secretary of state from filing a document to create another corporation,
limited liability company or limited partnership that has the same, a deceptively similar, or similar name as the entity already in existence.
Can I protect a trade name nationwide?
There is no national registration of trade names. Generally, businesses, including corporations, protect their trade names by
registering their trade name as a service mark or trademark, if the trade name also functions as a service mark or trademark
. Because of the legal complexities involved, we recommend that businesses obtain private counsel to get advice on how to protect a trade name in interstate commerce.
Can the same person be the shareholder, director and all officers of a corporation?
While jurisdictions will vary in their requirements, most states require that there be at least one director and two officers, in
a general, for-profit corporation. The required officers are president and secretary. Most states allow one natural person to
hold both offices and be the sole director of the corporation. Usually, that one person may also be the sole shareholder. A corporation may not be a director of another corporation.
Do I need to publish a notice of incorporation?
While a few jurisdictions require publication of the corporate name to be published in a newspaper local to the county of the
registered agent (Georgia, Arizona, Illinois, and Pennsylvania), most jurisdictions do not require publication unless an
existing unincorporated business intends to incorporate without a change in its name; that business must then publish its
intent to incorporate in the local newspaper for four consecutive weeks (in most jurisdictions).
What is the difference between a corporation and an LLC?
Corporations are formed pursuant to state law and have shareholders, are managed by a board of directors, and the daily
affairs are administered by officers. Similarly, a limited liability company (LLC) has members and may be managed by one or
more managers. Most often, both entities must pay franchise taxes, but may have different federal tax liabilities.
Generally, most people form corporations or limited liability companies in order to shield the shareholders or members and
officers or managers from personal liability for the debts and obligations of the entity. There may also be various tax
advantages to forming these entities which may not be available for sole proprietorships and general partnerships.
This office cannot provide information as to whether a person should incorporate or form a limited liability company or a
partnership. If you are contemplating forming any of these entities you should consult with private counsel regarding your individual fact situation.
Do I need to use Incorporation, Co. or Company after the name I have chosen?
Yes. The Secretary of State requires that you use one of the above so that your customers know they are dealing with a
Corporation. We will check the name that you are requesting to see if it is available. If the name is not available, we will contact you about your alternatives.
Can I put down my home address for the business?
Yes. The business address must be within the state in which you are Incorporating. If you are using the registered agent's
address, that will be the address for the business place.
A People’s Choice can save you hundreds of dollars by preparing all
necessary corporate formation documents instead of an expensive attorney!
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