Table of Contents:
- How to Start a Corporation in North Carolina
- How to Start a California S Corporation
- How to Set Up a Corporation in New Jersey
- How to Start a New Hampshire Corporation
- How to Set Up a Corporation in Massachusetts
- How to Start a Corporation in Kansas
- How to Register a Corporation in Tennessee
- How to Register a Georgia Corporation
Choose a name for the corporation. To avoid public confusion and lawsuits by other business entities, North Carolina requires that you create a corporate name that isn’t already in use by a registered business or similar to it.
Obtain a copy of the articles of incorporation form. The North Carolina Department of State requires the filing of the “Articles of Incorporation for Business” form in order to incorporate. You can obtain a standard form on the agency’s website.
Answer all questions on the articles of incorporation form. The form requires a wide range of information such as the corporation’s name, the number of shares it’s authorized to issue, the name and address of a registered agent, the principal business address of the corporation, the names and addresses of incorporators and the date you want the incorporation to be effective. (See Reference 2, click on first link)
File the articles of incorporation with the Dept. of State. In North Carolina, you can file the articles in person or by mail. The document must be signed by all incorporators and include payment for the necessary filing fee, which you can pay by check, money order or cash if filing in person. (See Reference 1, pg. 6)
Incorporating in California
Choose a business name and check availability for that name. California law prohibits new corporations from using similar or deceptively similar names of existing corporations. You can check for the existence of a similar business name by doing an Internet search or checking with the U.S. Patent and Trademark Office.
Appoint directors and other corporate officers. California law requires at least three directors except when the corporation has fewer than three shareholders. In that scenario, the corporation may have the same number of directors as it has shareholders.
Draft articles of incorporation. Articles of incorporation must include the corporation’s name, the corporation’s agent who can accept service of process, it must state the number of shares issued, and be signed by each incorporator. The California Secretary of State has sample articles of incorporation available on its website.
File articles of incorporation with the California Secretary of State. To file with the secretary of state, you must pay a filing fee and enclose a self-addressed envelope.
Draft the corporation’s bylaws. Bylaws are a document that provides for the corporation’s rules and governance. California law requires that a corporation must have bylaws.
Draft and file a statement of information. You must file a statement of information with California’s Secretary of State, which has fill in the blank forms available on its website. This form also requires a filing fee.
Issue stock certificates to the corporation’s shareholders consistent with California law.
Determine your tax obligations. California law requires all corporations (including S corporations) pay a minimum franchise tax. You will also need an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).
Designate your corporation as an S corporation with the IRS. You must elect to be taxed as an S corporation within two months and 15 days of incorporation. To do so, fill out IRS form 2553.
Check that the corporate name you want to use is available. New Jersey will not create a corporation for you if the name you provide is already in use. You can browse all existing business names online at no charge or contact the New Jersey Department of the Treasury at 609-292-9292 to have a representative conduct a name availability search for you – though fees will apply.
Choose the type of corporation you’d like to set up. Access the New Jersey Online Business Entity Filing website and choose from the various types of entities in the drop-down menu. Enter the corporate name and click the “Submit Business Name” button at the bottom of the screen and again on the following screen.
Fill out the certificate of incorporation. Answer all required questions, such as the business purpose for your corporation, the name and address of a registered agent who can accept legal service of process for the corporation, the names and addresses for a member of the board of directors and the incorporators, and the principal address of your business. Click “submit” at the bottom of the page.
Sign the certificate of incorporation. After confirming that the information you entered is correct, the system will prompt you to provide an electronic signature. Check the box where it says “Click here for signatures” and click “Submit.”
Pay the New Jersey incorporation filing fee. Enter the required signatory information, choose the certificates you want and provide your payment information. Click the “Continue” button at the bottom of the page. When completed, you will receive confirmation of the filing.
Choosing the Corporate Form
Choose the type of corporation you want to form. In New Hampshire, as in other states, you can form a C corporation, S corporation, professional corporation or nonprofit corporation. In general, C corporations and S corporations are formed for the purposes of generating profit for the shareholders. S corporations are merely corporations that have made a special tax election enabling them to avoid double-taxation, or being taxed at the corporate and shareholder level. You must form a C corporation before you can make the election to become an S corporation. However, S corporations have certain restrictions, including limitations on the number of shareholders and classes of shares. Professional corporations are formed for the purposes of rendering professional services, such as legal or medical services. Nonprofit corporations enjoy certain tax benefits but must be formed for religious, civic, charitable, educational, scientific or similar purposes. The articles of incorporation that you file will differ depending on the type of corporation you decide to form.
Choosing a Name
Your corporation must select a name that is distinguishable from other corporations registered in New Hampshire. To determine if a name is available, you can search name availability on the New Hampshire Department of State website. However, the New Hampshire Department of State makes a final decision as to whether the name is available when you file your articles of incorporation. If you are forming a C corporation or nonprofit corporation, your corporate name must include a suffix, such as "Corporation,'' "Incorporated,'' or an abbreviation thereof. If you are forming a professional corporation, your corporate name must include a suffix, such as "Professional Corporation,'' "Professional Association,'' or an abbreviation thereof.
When forming a New Hampshire corporation, at least one person must act as incorporator. This person files the appropriate articles of incorporation with the New Hampshire Department of State. The articles of incorporation require certain basic information, such as the name of the corporation, the name and address of the incorporator, and the name and address of the registered agent, who is the individual or business that will receive legal documents, such as service of process. Moreover, the articles of incorporation must include the number of shares the corporation is authorized to issue. If you are forming a nonprofit corporation, the articles of incorporation must also include a short statement describing the object for which the corporation is being established, the procedures for membership and participation in the corporation, the provisions for disposition of the assets in the event of dissolution of the corporation, and the signature and post office address of each of the persons forming the corporation. Finally, if you are forming a professional corporation, the articles of incorporation must also include a short statement detailing the professional services for which the professional corporation is organized. Once the appropriate articles of incorporation have been filed and accepted, corporate existence commences. Template forms for the articles of incorporation are available on the New Hampshire Department of State Corporate Division website. There is a required fee to file the articles of incorporation.
In addition to the articles of incorporation, the founders or directors of the corporation must draft the bylaws. While the articles of incorporation contain some basic information and legal parameters of the corporation, the bylaws are more detailed. The bylaws as the rules for how your corporation is run. For example, the corporate bylaws may include information about how directors are elected and removed, the duties of the officers and meeting requirements.
Naming Your Corporation
Before you incorporate, you must decide on a name for your corporation. The name must include a reference to your corporate status, such as the word “corporation” or the abbreviation “inc.” Your corporation cannot have the same name as another existing corporation in Massachusetts or a name that is deceptively similar to an existing corporation. You can search currently used names at the Secretary’s website before you decide on a name for your corporation, and you can reserve a name by filing a form and fee with the Secretary if you are not quite ready to incorporate but want to make sure no one else registers under the name you want.
Articles of Incorporation
Your articles of incorporation provide your corporation’s foundation, so they must contain certain basic information about the business. The articles must include information such as the name of your corporation, the number of shares your corporation is authorized to issue along with descriptions of the value and class for those shares, restrictions on transfers of shares, the date your corporation is effective, the name and street address of your corporation’s agent and the names of the corporate officers. You must file the articles, along with a filing fee, with the Secretary of the Commonwealth, and articles can be filed online, by fax, in person or by mail.
Bylaws and Stock
Corporations typically develop bylaws in addition to the articles of incorporation to govern the corporation’s operations. Bylaws typically address issues such as the responsibilities of corporate officers, the size of the board of directors, the frequency and requirements of shareholder meetings, and how the directors and officers make decisions. While bylaws do not have to be filed with the state, they must be kept at your corporation’s principal place of business.
Your corporation must also issue stock to provide ownership and operating capital. Since corporate stock is considered a security, you must comply with federal and state securities laws when distributing stock. While these laws generally require corporations to register stock sales, many small corporate transactions qualify for exemptions to these rules. For example, certain stock offers to fewer than 25 people do not have to be registered.
Taxes and Business Licenses
Your business must obtain an employer identification number from the IRS. An EIN acts like your corporation’s Social Security number, tracking your corporation’s tax filings. You can obtain an EIN by applying at the IRS website or completing a request form. You must also register with the Massachusetts Department of Revenue as a new business taxpayer. Depending on your business, you may also need certain licenses to operate. For example, different licensing requirements apply to retailers than to real estate agents. You can check with the state or local government to determine what licenses or permits apply to your industry.
Choose a unique name for your corporation. The name cannot be one that is already being used by another business entity registered in Kansas, and it must not be confusingly similar to any existing business name. Verify that your name selection is available by querying the state’s online business name database (link in Resources).
Obtain a registered agent. When you draft your articles of incorporation, Kansas requires that you list the name and address of an agent residing within the state who can be served with legal documents on behalf of the corporation. You can hire a registered agent for a fee, but if your corporation has a Kansas address, you can list the corporation as the registered agent.
Declare the number of authorized shares. Your articles of incorporation must state the number of shares that the corporation is authorized to issue. This doesn’t obligate the corporation to actually issue the shares, but if you expect to solicit investor capital in exchange for stock, you should consider authorizing more than the minimum requirement of one share.
File the articles with the Kansas Secretary of State. After completing and signing the articles of incorporation, you can file a paper copy, or you can prepare the articles online and file electronically. Regardless of the filing option you choose, Kansas requires the payment of a filing fee before it will recognize your corporate entity.
The agency that handles corporate registrations in the state of Tennessee is the Division of Business Services, part of the Department of State. A business can incorporate by filing a corporate charter and a foreign corporation can apply for a certificate of authority to transact business in the state through this office. The Division of Business Services maintains a website that provides business owners with all the resources needed to complete either process.
Tennessee law requires all businesses operating in the state to use a name that is unique and easily distinguishable by the public. The state maintains a business entity database on the Division of Business Services' website that you can search to determine name availability for a newly formed corporation or an out-of-state corporation that wants to register to do business in the state. If the name you want to use is not available, you can register an assumed business name, also known as a "doing business as" or DBA, with the county where your business will be operating.
All corporations that are authorized to transact business in Tennessee must designate a representative individual or business entity with a physical address in the state to receive official mail. The current address of this registered agent must be on file with the state at all times.
A new business that wants to incorporate in Tennessee must file a corporate charter with the Division of Business Services. The law requires a new corporation to have at least one person, known as an incorporator, who will sign the charter and file it with the state, along with the filing fee. You can download a fill-in-the-blank PDF template of a corporate charter from the state website. The form requires the name and address of the corporation, registered agent and incorporator, and the number of initial authorized shares.
Foreign Entity Registration
A corporation that is incorporated in another state, known as a "foreign corporation," can request permission to operate in Tennessee by filing an application for a certificate of authority. You can download a fill-in-the-blank PDF certificate of authority application form from the forms and fees section of the Division of Business Services website. The form requests the name and address of the corporation, date and place of incorporation, the name and address of a Tennessee registered agent, and the names and addresses of the officers and directors. You must attach a certificate of good standing to the application from your home state that is less than two months old, certifying that the corporation is compliant with state laws, along with a filing fee.
Corporate charters and certificates of authority must also be recorded with the register of deeds in the county where the corporation has its principal office. If the corporation does not maintain a principal office in Tennessee, it must record the filing with the register of deeds where the corporation's registered agent is located.
Naming Your Corporation
Before you file your articles of incorporation, you must decide what you are going to call your corporation. Georgia corporate names must include the word “corporation,” “incorporated,” “company” or “limited,” or the abbreviation “corp.,” “inc.,” “co.” or “ltd.” Your corporation’s name must not be too similar to another corporation’s name and it cannot be obscene. It must be shorter than 80 characters in length, including punctuation and spacing. If your name meets these requirements, you can use it in your articles of incorporation or reserve the name by filing a name reservation form with the secretary of state and paying a filing fee. Georgia does not require that you reserve your name prior to filing your articles of incorporation, but it may be helpful for you to do so, particularly if you are not quite ready to file your articles but want to make sure you can use the name you want.
Articles of Incorporation
After you decide on a name, you must prepare and file your articles of incorporation. Georgia requires you to submit your articles on standard letter-size paper along with a completed Transmittal Form 227 and the filing fee. Articles must include the exact name of your corporation, number of shares your corporation is authorized to issue, address of the corporation’s office, name and address of the corporation’s registered agent, and names and addresses of each incorporator. Your incorporators or corporate officers must sign the articles before mailing them to the secretary of state for filing. Articles are generally effective on the date they are received by the secretary of state.
Notice of Intent to Incorporate
All corporations must publish a notice of intent to incorporate, which must be given to a newspaper for publication no later than the business day after you file your articles of incorporation with the secretary of state. The notice must be filed in the official legal newspaper or other qualifying newspaper of the county where your corporate office is located. The secretary of state’s website provides a form letter you must use when forwarding your notice to the paper; it instructs the newspaper to publish the notice for two weeks.
Initial Annual Registration
Within 90 days of incorporation, your corporation must file an initial annual registration form with the secretary of state, including a filing fee. The form must list three principal officers and must be filed online. If you change your corporate address or officers throughout the year, you must file another registration form and pay the filing fee again; if you do not submit the required annual registration, your corporation can be dissolved by the secretary of state.
Corporations receive an Employer Identification Number, just like individuals have Social Security numbers. To obtain your EIN, you must file an application with the Internal Revenue Service. Your corporation must also file state business tax forms for your type of business at the Georgia Department of Revenue website.