Can one individual hold all positions within the corporation?

Yes. Generally, a corporation must have a President, Treasurer, Secretary and at least one Director.

Can I incorporate in more than one state?

Yes. You may incorporate in more than one state by forming new corporations in additional states. However, one corporation can only be incorporated (formed) in one state. Once legally formed, it may do business in any state in the country, but it may have to fulfill additional requirements depending on what states the corporation wants to do business in. You should check with the incorporator and tell them the places in which you want your corporation to do business.

What is a registered agent and why does my corporation need one?

A registered agent, sometimes referred to as a resident agent, is someone who resides within the state of incorporation . The registered agent is responsible for accepting official notices from the Secretary of State and service of process in the event that the corporation is sued . The corporation also needs to have a registered office in the State, which may or may not be its principal place of business.

What about the registered agent in other states?

If your corporation is “qualified” to do business in other states, those states will generally require a registered agent in that state. For example, if your Texas corporation has filed the necessary paperwork in Georgia to conduct business in Georgia, the state of Georgia will require a Georgia registered agent. This may be an individual or another business entity that has a physical location in the state of Georgia. Please note that a Post Office Box or other “mail service” is usually not sufficient to qualify as a registered agent.

What does the registered agent charge?

The charge varies. In some states you may serve as the registered agent for the corporation at no charge. You may also have one of the officers or directors of the corporation serve at no charge as part of their duties. You may also appoint a “professional registered agent” that serves as registered agent for many corporations around the state, for a fee. The Secretary of State usually has a list of businesses that are willing to serve as registered agent.

What if I don’t pay the registered agent fee?

All corporations incorporated (formed) are required by law to have a registered agent. If you do not pay the fee charged by your designated registered agent (or otherwise have a registered agent), your corporation may be considered defunct by the Secretary of State and lose corporate status.

Do I need to send anything to the registered agent?

Yes. You should send the registered agent 1) a copy of the corporation’s Bylaws, signed by the corporation’s secretary, and 2) an alphabetical list of shareholders and number of shares that each shareholder owns. These should be updated annually and/or whenever there is a change.

How often do I need to hold a shareholder’s meeting?

The shareholder meeting needs to be held at least annually.

What do the shareholder’s do?

The shareholders own the corporation. At the annual meeting they elect the corporation’s Board of Directors.

What does the Board of Directors do?

The Board of Directors is responsible for electing the officers of the corporation and for setting corporate policy. Generally, a corporation must have at least one Director.

What do the Officers of the corporation do?

The officers are responsible for the day-to-day operations of the corporation. A corporation should have a President, Secretary and Treasurer.

How often do I need to hold a Board of Director’s Meeting?

Under the Bylaws, the Board of Directors must meet at least annually.

What is my corporation’s incorporation (formation) date?

Your corporation’s incorporation date can be found on the Corporate Charter issued by the Secretary of State or will be “date stamped” on the front page of the Articles of Incorporation.

What is the corporate charter?

It is document issued by the secretary of state that indicates when the corporation began its existence. Think of it has the corporations “birth certificate.”

Should my corporation be a “C” corporation or an “S” corporation?

You should consult with a good CPA or tax professional to make this decision. A “C” corporation is subject to double taxation whereas an “S” corporation is not. However, a “C” corporation has the ability to provide certain tax-deductible employee benefits that an “S” corporation cannot provide to any shareholders holding significant interests in the corporation.

Does my corporation need it’s own EIN (Employer Identification Number) or F.I.N (Federal ID Number?

Yes. Form SS-4 is included in your corporate record book to apply for a Employer Identification number. It includes instructions for completion along with an address to send it to. You should also check with your particular state and local taxing authority to see if any additional requirements are needed at either the state and/or local level.

How does my corporation open a bank account?

Many banks provide their own forms that are required to open a corporate bank account. Most banks require a corporate resolution, which expressly authorizes the opening of an account, and specifying which individuals can sign checks and/or make withdrawals from the account. In addition a EIN (Employer Identification number) is typically required to open bank accounts.

What is a corporate resolution?

A resolution is nothing more than a record of action that the directors or shareholders took without holding an “official meeting.”