Should I Use a Corporate Seal?
Use of a corporate seal on instruments is not mandatory to validate the instruments. As a corporate entity, you may adopt, use and alter at will a corporate seal, but failure to affix it on instruments does not affect the validity of the instrument. Corporate seals are more or less used as a decorative mark on corporate documents or instruments. Some states do recognize the validity of corporate seal on documents. Alaska Corporations code states that “the presence of a corporate seal on a writing purporting to be executed by authority of a corporation shall be prima facie evidence that the writing was executed with the authority of the corporation”.
Incorporation of a business entity entirely depends on the Corporations code and the rules and regulations of each state. The procedures and formalities are clearly stated in all the state statutes. The act of incorporation creates a separate legal entity from that of the owners or share holders of the corporation. The corporation through it office bearers can enter into contracts, buy and sell assets or commodities, assume debts or obligations and pay taxes.
This is essentially the reason as to why incorporate as a separate business entity. The owners of the corporation have no personal obligation or liability in the corporations business except to the extent they have obligated themselves to the corporation in form of shares.
Your business structured as a corporation has many advantages if you are contemplating considerable business volumes and plan to set up medium or large sized manufacturing facilities employing large numbers of employees and officers. All these acts have significant duties, responsibilities and liabilities associated with it. Obligating yourself in person to all of it is not advisable and in certain circumstances not possible. By incorporating your business entity you create a legally recognized person or entity capable of assuming all the duties, responsibilities and liabilities associated with voluminous business transactions. The corporation has to have a proper management structure as stipulated by the state’s statute, each office bearer assumes independent responsibilities and duties. The business policies and decisions are made by a collective named board of directors. The board of directors is appointed by the share holders through a formal process, usually by vote. The board so elected assumes overall responsibility of the corporations business. Each state have their own regulations and formalities for incorporation of a business entity. You have to consult each states Corporations code or rules and regulations to know how to incorporate yourself in that state.
How to incorporate in Wisconsin
One of the best things about choosing to incorporate in Wisconsin is that it is one of the many states that recognize S corporations. This means that you can form a C corp or an S corp in Wisconsin, depending on which form will fit your business, needs best. Even though am S corp will see the benefits of pass through taxation like the one a partnership does, you do not need to prepare an operating agreement for one. An S corp is incorporated the same way a C corp is incorporated, through filing the articles of incorporation and adopting the bylaws.
Before you can go about forming a corporation in Wisconsin, you will need to choose a name for your corporation. When choosing a name for your corporations you need to ensure that they name you choose is different from other corporations registered in the state of Wisconsin. The name also has to stand out from other businesses in the state it cannot be similar. To identify your business as a corporation you will need to include the word corporation or incorporated or an abbreviation of those words in the business name, it can even be tacked on at the end.
Once you have chosen a name and performed a name search to ensure that the name isn’t being used by anybody else you will want to prepare your articles of incorporation. Once you have finished preparing the articles of incorporation you will need to file them with the Wisconsin Secretary of State. Before you file your articles of incorporation, you want to make sure that all of the required information is included, otherwise your request to form a corporation will be denied, and you will have to start the process from the beginning.
In Wisconsin, you do not have to include the information on the initial directors of the corporation, but you do need to include information on the incorporators. There has to be at least one incorporator included in the articles of incorporation. If there is more than one incorporator, all of them have to be listed in the articles of incorporation, but only one of them has to be a natural person who is at least eighteen years old. All of the other incorporators can be businesses.
The state of Wisconsin allows a corporation to be formed for any lawful business activity, as long as it follows the laws of the state, and certain industries are regulated by the state more than others are. With this in mind it is not necessary to include the purpose in the articles of incorporation, but it can be included if you deem it necessary. The number of shares that your corporation is authorized to issue must be included in the articles of incorporation. It is also good to include the par value of the share of stock or designate whether it will be no par value stock. You will also need to include any provision granting or limiting preemptive rights and the name and address of the initial registered agent. The last thing that has to be included in the articles of incorporation is a statement saying the corporation is incorporated under the laws of Wisconsin.
Once the articles of incorporation have been filed and approved, you can hold a board of directors meeting to adopt the bylaws that have been prepared for the corporation. At the first meeting, you can also determine if a corporate seal is going to be required for opening bank accounts or for issuing stock.
How to Incorporate in Iowa
If you are thinking about incorporating your business in Iowa, a good thing to know is that Iowa recognizes a C corp and an S corp as a business entity. This means that you can incorporate your business as an S corp to get the protection that a corporation has to offer, but a tax break on corporation taxes, you will avoid the double taxation that a C corp faces.
Something else that you want to think about when incorporating in Iowa is using a corporate seal. It is not required by the state of Iowa to have a corporate seal, but it is something that you should consider getting. Your corporate seal will come in handy if you plan to do business in foreign countries, but it is also required by some banks to open a business bank account.
To start the incorporation process in Iowa you will need to create a name for your corporation. The state of Iowa does not have any restrictions on terms that you can use in creating your corporation’s name, but you still don’t want to make your corporation’s name confusing. You want to create a name that clearly conveys to your customers what the purpose of your business is. Your corporation’s name should also be different from any other business in the state so hat your customers will not confuse you with other businesses. The only requirement that the state of Iowa has on your corporations name is that it must contain a word that identities your business as a corporation.
The next step of incorporating your business in Iowa is filling out your articles of incorporation. Most articles of incorporation will include basic information about your corporation, including director’s information, officers’ information, and stock information among other things. In the state of Iowa, you can include the directors’ information and the officers’ information in the articles of incorporation, but neither of them is required to be included in the articles of incorporation. Stock information must be included in the articles of incorporation, including classes of stock that you will be issuing, along with their value. In Iowa if you plan to increase the shares of stock that you are issuing or increase the par value of the stock you can do so without incurring any additional fees.
Once the articles of incorporation have been filled out, you will need to file them with the Secretary of State’s office. Upon filing your articles of incorporation, you will need to pay the required filing fee, which is not the same fee that must be paid when filing your annual report. After your request to incorporate has been processed, you will receive a certificate of incorporation in the mail. To keep your corporation status safe you will need to make sure that you pay your taxes on time and meet any yearly requirements that the state of Iowa has.
Income taxes in Iowa will be 6% for the first $25,000; 8% for any income from $25,000 to $100,000; 10% on income from $100,000 to $250,000, and 12% on any income above $250,000. Once a year you will also need to file your corporation’s annual report with the Secretary of State, when filing the annual report you will need to pay a $30 filing fee. Your first annual report is due between January 1 and April 1 of the year following the calendar year that your business was incorporated in Iowa.
How to Incorporate in Colorado
Forming a corporation in Colorado can be done by hiring a corporate law firm or by filling out the paperwork and filing it yourself. You also have the option of hiring online incorporation services to complete the paperwork for you and file it with the Secretary of State for you. Hiring online incorporation services to incorporate your business is nice because it saves you the time and hassle of doing everything yourself, but is still cheaper than hiring a lawyer. Online incorporation services can also create your corporate seal as part of the incorporation process.
The first step to incorporating your business within the state of Colorado is to choose a corporate name. The name that you choose for your corporation must be distinguishable from any other business that is registered in the state of Colorado, this means it cannot be the same as or similar to any registered business or reserved name. Each corporation’s name must contain a term that allows it to be easily identifiable as a corporation.
Once you have chosen and reserved your corporation’s name you will need to fill out and file the articles of incorporation. When filling out the articles of incorporation you will need to include some specific information that is required by the state of Colorado. The first thing that you will need to include is the personal information of any of the incorporators of the corporation; this includes their name and address. The incorporators must also sing the articles of incorporation before they are filed. Articles of incorporation usually include the purpose of the corporation, but Colorado does not require you to include your corporation’s purpose. Most articles of incorporation include information on the directors of the corporation, but under Colorado formation requirements, you do not need to include this information.
Stock information must be included in the articles of incorporation. In the articles of incorporation, you must include the number of shares of stock that you will be issuing and the class of stock that you will be issuing. If your corporation plans to issue more than one class of stock, you will need to include the number of shares you wish to issue for each class of stock. Cumulative voting also needs to be addressed with the stock information. If your corporation does not want to use cumulative voting during the election of directors, that must be stated in the articles of incorporation under the stock information section.
Limited liability companies use an operating agreement to dictate the rules that will govern their business. A corporation does not have an operating agreement; instead, they have the articles of incorporation and the corporation’s bylaws. The articles of incorporation can include any regulations on the powers of the corporation, shareholders, or board of directors. The bylaws are adopted by the board of directors for the corporation to follow. In most cases, the bylaws are written so that the corporation’s business and affairs are handled in a specific manner. The one thing that you need to remember is that the bylaws cannot conflict with the corporation’s articles of incorporation.
The articles of incorporation must be filed with the Secretary of State to form the corporation, when filing the articles of incorporation a filing fee must be paid. The bylaws do not have to be filed with the state, but they do have to be kept on file at your corporation’s executive office.
How to incorporate in New Jersey
Incorporating your business in New Jersey can be done by hiring a lawyer, using an incorporation service, or by doing it yourself. If you hire a lawyer to incorporate your business in New Jersey, you will be paying hourly fees, plus any filing fees that are associated with incorporating your business. If you decide to hire an incorporation service, which they can often be found online, you will be paying a flat fee for their service, plus any filing fees that are needed to incorporate your company in New Jersey. Incorporating your business yourself means you will only be paying any filing fees that are need for the incorporation process.
Incorporating your business is not that hard; most people find that they can do it themselves. One of the easiest ways to go about incorporating your business is to use an operating agreement that your company already has drawn up. Using an old operating agreement makes filling out the required paperwork easy because majority of the information that is needed is included in the operating agreement.
Before you begin filling out any paperwork you will need to choose a name for your corporation. When choosing the name of your corporation you will need to perform a search of the name to ensure that it is not being used by any other registered businesses, you also have to look for any similar business names. You will also need to follow any other regulations that are required for corporation business names, such as having the proper ending and not using any terms that are not allowed. When creating a business name keep in mind the length of the name, the longer it is the more it might cost to get a corporate seal stamp made. Your corporate seal can be sued for issuing stock or even opening a bank account.
Once you have chosen your corporation’s name you will need to fill out the articles of incorporation. The articles of incorporation for the state of New Jersey do not need to include any director’s information, but you will want to keep it in your corporation’s records. The officers’ information does not need to be included in the articles of incorporation either, but needs to be kept on file in your corporations records. You will need to include any stock information in the articles of incorporation, including the class of stock that you will be issuing, how many shares of each class you will be issuing and the value of each share of stock. A good thing to know about issuing stock in New Jersey is that you can authorize an unlimited number of shares of No Par value stock, but the other classes of stock are limited.
Once the paperwork is done, you will need to file it with New Jersey’s filing office. When filing the articles of incorporation with the state’s filing office, you will need to pay the filing fee that is required. Once you have filed the first year you will be given a special date for your corporation to file its annual reports. Each year either 30 days before or 30 days after the date, you are given, your corporation will need to file its annual report and pay a $40 filing fee.
Once all your paperwork is filed, you will need to hold a meeting for your corporation so that you can adopt the corporation’s bylaws. You can also choose your board of directors and handle any other business that is required at the first meeting. Once that is done you will need to obtain your federal employer identification number and open a bank account for your corporation.
How to incorporate in California
One of the benefits of incorporating a company in California is that you only have to have three officer positions and all three of the positions can be filled by the same person. Something else to keep in mind when incorporating a company in California is that if the corporation only has two shareholders the corporation only need s to have two Board members, if there are three shareholder there must be three board members.
Before you can begin forming a corporation in California, you will need to choose a name. When choosing the name for the corporation you will want to choose a business name that is different from other businesses in your industry, so that the two businesses cannot be confused. You also want to choose a business name that is different from any other registered business in the nation. If your chosen name is already in use, you will need to choose something else.
The next step to incorporating your business in the State of California is to fill out your articles of incorporation. The initial list of directors does not have to be included with the articles of incorporation, but they must be made available to the general public once you have formed your corporation. The registered agent must also be made available to the public after your have incorporated your business. If you choose to list the directors, they will need to sign and acknowledge the articles of incorporation.
Stock information must also be included in the articles of incorporation. If your corporation is only going to authorize the issuance of one class of stock you will need to identify the total amount of shares that are going to be authorized by your corporation. If you are issuing no par value stock, you can authorize an unlimited number of shares. You can always increase the number of shares at a later date by filing an amendment with the state. Once you have filled in all of the required information for the articles of incorporation you will need to file them with the state. To file the articles of incorporation you will need to pay a $100 filing fee. Once your request has been processed, your business will receive a certificate of incorporation.
Upon receipt of your certificate of incorporation, you will need to hold an annual corporation meeting so that you can elect your board of directors. You will also need to adopt the corporation’s bylaws that you prepared along with the articles of incorporation so that the rules for governing your business are clear. If no bylaws are adopted the state can govern how your corporation is run.
Since you are a newly formed corporation, you will an $800 franchise tax upon incorporating your company. After you have formed your corporation, you will still need to pay the $800 franchise tax each year to keep your incorporation status valid. Unlike other states, you will only need to file an annual report every other year. When you file those reports, you will need to pay a $25 annual report fee.
Obtaining a corporate seal stamp is not required, but it can help when forming a corporation. Many banks will require you to have a corporate seal stamp to open up a business bank account; you will also find it useful if you are going to be doing business in other countries.
How to Incorporate in New York
If you are thinking of incorporating our business in the state of New York, the first thing you should do is talk to an attorney to see whether the corporation form of business is right for you. You should also talk to an attorney about whether you should form a C corp or an S corp. The best thing about forming a corporation is that you will not be personally responsible for any business debts or liabilities because the corporation is a separate entity from you and the other owners.
The first thing that you will need to do when forming you corporation in New York is to choose a name for your corporation. There are several rules that you must follow when naming your corporation. One rule that you have to follow is that your business name must include one of these words or abbreviations: Incorporated, Corporation, Limited, Inc., Corp. or Ltd. The second rule that you must follow is that your business name cannot be the same as or similar to any other businesses on file with the State of New York. The third rule that you have to follow is making sure you stay away from any restricted words or phrases. To find out if your business name is available you can perform a name search for $5 per name. If you want to reserve the name, you can pay a $20 fee to reserve the name until you file your articles of incorporation.
The next thing that you will need to do is to fill out your Certificate of Incorporation, also known as your articles of incorporation. Once you have filled out all of the paperwork you will need to file your articles of Incorporation with the State of New York’s filing office. When you go to file your Certificate of Incorporation, you will be required to pay a filing fee. How much the filing fee is going to be will depend on the number of shares of stock you are issuing. The reason for this is that the filing fee is $125 plus any applicable taxes on your shares of stock. You can obtain more information on the filing fee by calling or emailing the Division of Corporations for the State of New York. You can call them at (518) 473-2492 or you can email them at corporations@dos.state.ny.us.
Once you have filed your corporation’s articles of incorporation you will have to hold your annual shareholders meeting. At the first meeting, you will want to adopt your company’s bylaws. If you fail to do this, your corporation will not be formed and you will have to start he incorporation process all over again.
After you have gotten your corporation formed, you will need to obtain a federal employer identification number for your corporation. This number is needed so that you can pay your corporation’s taxes at the end of the year, but it is also used to identify your corporation. You will also need to open up a bank account for your corporation, this should be opened in your corporations name not your own name. Some banks will require you to have a corporate seal to open up a bank account because the corporate seal is also another way of identifying and legalizing your corporation. Check with the bank about their requirements before you go in to open an account.
After all of this is done, the last thing that you will need to do is obtain a local business license from the city or county that you will e doing business in. Once you obtain this, you are ready to open your corporation’s doors.
How to incorporate in Virginia
When forming a corporation in Virginia you have three choices. You can hire a lawyer to form your corporation, you can hire online corporation services, or you can do it yourself. What you want to keep in mind is that if you hire a law firm to form your corporation you can end up paying quite a bit of money because of filing fees and then the hourly fees that the law firm charges you to form the corporation. With online corporation services, you will spend less money than with a lawyer’s office, but it will still cost more than doing it yourself. How much you will pay for online corporation services will depend on what they charge, you will have to pay their fee plus any filing fees that are associated with forming a corporation. If you form the corporation yourself, all you will have to pay is the filing fees that go along with forming a corporation.
If you decide to form the corporation yourself the first thing that you will have to do is decide on a name for your corporation. When choosing your corporation’s name you will want to make sure that, it is not the same as or similar to any other registered business in Virginia, but you also have to make sure that it is different from any business names on the reserved list. When naming your corporation you have to avoid using language that implies your corporation is organized for a different purpose than what you are doing business for.
Corporations in Virginia do not need to file an operating agreement, but it is a good idea to have one on hand so you and your business partners agree on how the business should be run. In order to incorporate your business in Virginia you will need to file your articles of incorporation with the Virginia State Corporation Commission. Before you file your articles of incorporation you will want to make sure that your articles of incorporation contain the required information, if any of the information is missing your corporation will not be formed.
The first thing you need to include in your articles of incorporation is the incorporators, including how many there are. The incorporators will also have to sign and file the articles of incorporation with the Corporation Commission. You do not have to include the corporation’s purpose because any corporation can form in Virginia as long as it is for lawful business activity. You do not have to include the directors in the articles of incorporation, but you are still required to have them. You will need to include the number of shares that you corporation is going to be issuing; you will need to include the number of authorized shares for each class of stock.
You will also need to choose a registered agent for your corporation. In the articles of incorporation, you will need to include the name and address, plus the county of the registered office, and you will need to include the name and signature of the registered agent at that office. When choosing your registered agent for your corporation make sure you follow the requirements of the State of Virginia.
Once you have filed your articles of incorporation you will need to have an annual shareholder’s meeting to adopt the bylaws for the corporation. At the shareholder meeting you should also decide on purchasing a corporate seal. While corporate seals are not required by law anymore, they are still good to have on hand for opening bank accounts and issuing stock certificates.
A great thing about choosing to incorporate in Georgia is that the state recognizes both C corps and S corps. The other great thing about forming a corporation in Georgia is that the process is relatively simple, which means you, can easily do it yourself. Incorporating a C corp on your own will help you save money because you will only have to pay the filing fees that are associated with incorporating in Georgia, rather than lawyer fees or incorporation service fees.
The first thing that you will need to do to begin the incorporation process in Georgia is to choose a corporation name. Like other states, the name of the corporation cannot be the same as or similar to any other registered businesses in the state of Georgia. To ensure that the name you have chosen has not already been taking you will want to perform a name search. Once you have decided upon a corporation name you can reserve that name by paying a $25 reservation fee and making the request on the Corporations Division website http://www.georgiacorporations.org.
The next step for incorporating your business in Georgia is to prepare your articles of incorporation. To prepare the articles of incorporation you will want to include specific information, which will vary depending on if your corporation is for profit or is a nonprofit. The information that needs to be included can be found in O.C.G.A. 14-2-202 or 14-3-202. When preparing your articles of incorporation keep in mind that when you submit them they must be on 8 ½ x 11 inch paper and an incorporator who is named in the articles of incorporation must sign them, and indicate in what capacity they are signing in.
Once you have prepared your articles of incorporation you will need to file the original and one copy. You will also need to file a completed Transmittal Form 227 with the article of incorporation. To file these papers you will need to mail in the papers and a check for the $100.00 filing fee to the Corporations Division at 312 West Tower, #2 martin Luther King, Jr. Drive; Atlanta, Georgia 30334. Your articles of incorporation will be effective on the day that they are received by the Corporations Division and a certificate of incorporation will be mailed to you within five to seven business days.
Georgia corporations must also file an initial annual registration form within 90 days of incorporation. This registration form is going to list the three principal officers and has a $30 filing fee attached to it. To file this form you will need to visit the Corporations Division website because the form must be filed online.
The next thing that you will need to do is publish a notice of intent to incorporate in the newspaper of the county that your corporation is located. You can find a list of legal organs at http://sos.georgia.gov/corporations/legal_organs.pdf or you can call the Clerk of Superior Court to find out who the legal organ in your county is. Your corporation will need to pay a $40.00 publication fee. The intent to incorporate and publishing fee can be sent to the newspaper before you file your articles of incorporation, but it cannot be sent any later than the next business day, after filing your articles of incorporation.
By law, you do not need to have an operating agreement or a corporate seal for your corporation, but both are something that you should consider having on hand. The operating agreement is going to serve the same purpose as the bylaws, but is still nice to have on hand. The corporate seal can be used to issue stock certificates and open bank accounts.
How to incorporate in Wyoming
Incorporating your business is one way that you can protect your personal assets. If your business is incorporated in Wyoming your personal assets will be protected in the event of a lawsuit, whether it is from creditors or customers.
The first thing that you will need to do to incorporate in Wyoming is to determine who is going to incorporate your business. When it comes to incorporating your business, you have three choices. The first choice that you have is hiring a lawyer to do everything for you. Hiring a lawyer to incorporate your business has its advantages because they know everything that needs to be done. They already know how to fill out the articles of incorporation, but they also know what requirements will have to be meet each year to keep your incorporated status safe. The second choice that you have is using a professional incorporation company, like a lawyer, they will do everything for you, but their costs will be a lot lower than a lawyer will. If you don’t want to pay somebody to incorporate your business in Wyoming then your third choice is going to the State Department and doing it by yourself.
If you choose to do it on your own, the first thing that you want to do is decide on your corporate name. When naming your corporation you need to keep in mind that you cannot use any words that imply a different purpose for your business than the purpose that is included in the articles of incorporation. The name also cannot be similar to any other business names, trademarks trade name, or any other business entity, no matter if they are foreign or domestic.
Once you have created your corporations name you will need to create your operating agreement, which is formally called your articles of incorporation. The articles of incorporation need to contain the director information, including how many directors and their ages. There are no residence restrictions for directors, but they do have to be listed in the articles of incorporation. Most articles of incorporation require officers’ information, but Wyoming does not require officers’ information to be included. Stock information does have to be included in the articles of incorporation, but in Wyoming, there is no extra filing fees based on the number of shares your corporation issues or the amount of par value.
The next thing you have to do is pay your annual filing fee to form the corporation, while you are filing your articles of incorporation. Once you have done this you will need to keep up with the yearly requirements for Wyoming. Each year you will need to file an annual statement with the State Department. The fee of the annual statement that you will owe each year is based on the assets in Wyoming that your business has, so if most of your assets are in another sate they will not be included in determining the fee that year. Even though Wyoming does not have an income tax, you will still have to pay a tax based on the portion of your corporation’s capital, property, and assets that are located and being used in the state of Wyoming.
Once you have filed your articles of incorporation, you can create your corporate seal. While the corporate seal s not required for corporations in the United States, it is still nice to have a corporate seal stamp on hand for business purposes. The corporate seal stamp can be used to open a banking account in your businesses name, but it can also be used to issue stock.
