This step-by-step guide explains the requirements you'll need to meet to get your business off the ground.
Find the secretary of state in your state
Each state has a different corporation so you must first pick which state you want to form a corporation in. Usually, it will be the state you live in unless you do business in many states, in which case you may want to pick Delaware.
To find the secretary of state in your state, type in "[your state name] secretary of state" into Google and most often the first link will be the secretary of state link. Note that not all states call this agency a "secretary of state," so look for variations on this name.
Find the business entities or corporations division of the secretary of state
After you have found the secretary of state for your state, click on the "business entities" or "corporations" department in the secretary of state. This can usually be found by looking around the homepage of the secretary of state's website. This will take you to the specific site to help you form a corporation.
Look for the "forms" or "fees" link of the business entities homepage
Next, look for the "forms" or "fees" link of the business entities or corporations department homepage. Once you open this link, you will see what types of entities you can form with the secretary of state in your state and how much it costs. Most states have both "corporation" and "LLC" in this list, but their fees vary from state to state. \
The fees you should look out for to form a corporation are usually named something like this:
Entity type: [state name] corporation or domestic corporation, not professional corporation or foreign corporation
Form type: Certificate of Incorporation or Articles of Incorporation
Entity type: [state name] LLC or domestic LLC, not professional LLC or foreign LLC
Form type: Certificate of Formation, or Articles of Organization
Perform a name lookup on your desired name
After you've found the entity type and fee you want to form, take a look at the existing registered entities to see if someone has already taken your business name.
To do this, go back to the business entities or corporations homepage. Look for a link that says "entity search" or "business search." this is a database of all corporations and LLCs listed in that state.
Fill out the template form for a corporation or LLC
Once your name is available, go back to the "forms" page and download the form for the corporation or LLC you want to form. Usually, most states have a pdf model form that you can use yourself.
Name: Pick a name that is unique that works for the secretary of state, a domain name, and a trademark if you later want these. Also, you have to end your name with one of the required state endings, such as "Inc." or "LLC."
Registered agent: Unless you are in Delaware, put your businesses address here.
Purpose: Choose the state law default purposes, and make it as broad as possible.
Stock: Unless you plan to get very big very quickly, choose a smaller amount of shares for tax purposes. Usually under 5,000 will do.
Par value: If the state requires par value, pick a low par value like $0.001 because you will often have to pay for your stock.
Member-managed vs. manager-managed -- Choose member managed to start out.
Send the documents plus the fee to the secretary of state
Finally, you must send the documents and the required fee to the secretary of state. This can be done by mail, by fax, or online, depending on the method your state has in place for submitting documents. Check the website for details. I recommend online and fax if they are available because they are much faster than mail.
Wait for confirmation that your corporation or LLC is successfully formed
Next, wait for confirmation from the secretary of state that your corporation or LLC is successfully formed. They usually notify you by mail, but you can often call in to check on the status of your corporation or LLC by calling their office.
Steps to take after your corporation is formed
You're done! Congratulations. Next, you may want to consider doing some of the following, which I will cover in separate guides:
1) Form a "S" corporation by filing a tax document with the IRS
2) Hold an organizational meeting to organize your corporation
3) Adopt bylaws or an operating agreement.
4) Appoint officers and directors in the case of a corporation.
These are all things that should be done, but do not need to get done right away. For more information on these topics, see my other guides on these subjects.
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