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California if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms ion (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory,rporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Incorporatntant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare co Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accou__ ___________________________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet________________ ________________________________ ________________ Cash/Property ___________________________ Amount ___________________________ ___________________________ _________________________s of stock: Name ________________________________ ________________ ________________________________ ________________ ________________________________ ________________ ________________________________ __ Initial authorized number of shares: __________________________________________________ Par value or no-par value: __________________________________________________________ Proposed sales of shareunanimous?): Corporate Stock Initial total investment: $ __________________________________________________________ Initial indebtedness: $ ___________________________________________________________olders ______ either ______ either Required quorum for directors meetings: ______________________________________________ Required vote for directors ____________________________ actions (majority/%/ration: ______ directors Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time ______________ ______ directors ______ shareholders ______ shareh______ Accounting type (cash or accrual?): __________________________________________________ Pre-Incorporation Worksheet 3 Authority to amend the following corporate documents: Articles of Incorpo ________________________ Time Required vote for shareholders actions (majority/%/unanimous?): __________________________ Fiscal year: _______________________________________________________________rate Bylaws Required quorum for shareholders meeting: _____________________________________ Annual shareholders meeting: Place _____________________________________________ _____________________ Date______ Treasurer: _________________________ ______________________________________ President: Address Is qualification in other states necessary?_______________________________________________ Corpo__________ ______________________________________ Vice President: _________________________ ______________________________________ Secretary: _________________________ ________________________________stered agent and office address: _______________________________________ _______________________________________________________________________________ _ Proposed first officers: Name _________________________________________________________ _____________________________________________ _____________________________________________ _____________________________________________ Corporation's regi___ ______________________________ ______________________________ ______________________________ Address _____________________________________________ _____________________________________________ _________________________________________ Pre-Incorporation Worksheet 2 Proposed first board of directors Name ______________________________ ______________________________ ________________________________________________________________________ Cost of incorporation: _____________________________________________________________ Corporate Management Proposed number of directors: _____________________________________ _____________________________________________ Proposed date of first directors meeting: _______________________________________________ Proposed bank for corporate bank account: act as incorporators: Name ______________________________ ______________________________ ______________________________ Address _____________________________________________ _________________________nce (limited or perpetual?): ____________________________________________ Proposed date to begin corporate business: _____________________________________________ Names and addresses of those who will_______________________________________ Patents/copyrights/trademarks: ______________________________________________________ Incorporation Matters State of incorporation: California Corporate existe______________________________________________ _ Type of Business Purpose of corporation: ____________________________________________________________ State/local licenses required: _______________________________________________________________________________________________ _ Other places of business: ___________________________________________________________ _________________________________________________________ _______________________________________________________________________________ _ Ownership of principal place of business (own or lease?): _________________________________ ____________________ _______________________________________________________________________________ _ Pre-Incorporation Worksheet 1 Description of principal place of business: ____________________________________________ _________________________ ________________________ ___________________________ Phone Location of Business Address of principal place of business: _________________________________________ ________________________ ___________________________ _________________________ ________________________ ___________________________ _________________________ ________________________ ____the Corporation Name Address _________________________ ________________________ ___________________________ _________________________ ________________________ ___________________________ _____________oices: _________________________________________________________________ _______________________________________________________________________________________________ _ Parties Involved in Forming h Street Sacramento, CA 95814 Attention: Document Filing Support Unit Proposed Name of the Corporation First choice: _____________________________________________________________________ Alternate chis officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet Name/Address of State Corporation Department: Business Programs Division 1500 11tposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales of shares of stock which may be approved by the board of directors once the corporation ssigned, the shares are issued for the actual price paid per share. The choice of par or no-par value stock may affect the issuance of dividends and should be referred to the corporate accountant. Prok. The designation of stock as having a certain "par" value is not an indication of the actual value of the shares of stock. Shares must be sold for a price at or below par value. If no-par value is acorporation, although in California, the fees are fixed and are not related to the amount of stock issued. Par value or no-par value: This refers to an arbitrary indication as to the value of the stocf stock to be authorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the state of Instructions for Pre-Incorporation Worksheet 3 into be any initial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed in the Articles of Incorporation. The number of shares on exchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In California, there is no paid-in captial minimum. Initial indebtedness: If there is be made to be unanimous. Total initial investment: This figure is the total amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will be irs who must vote in the affirmative in order to officially pass any board of directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can ver 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that a quorum of directors is present at a meeting, this is the percentage of directoectors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to officially transact any directors business. This is normally set at a "majority" (owill have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum for dirould be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporation d accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this item sh is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscal year and accounting type: For accounting purposes, the fiscal year ans is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in the affirmative in order to officially pass any shareholder business. This Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for shareholder action: Once it is determined that a quorum of shareholder must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher.etent business attorney. Instructions for Pre-Incorporation Worksheet 2 Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock in the corporation thatthis context, a corporation from another state is referred to as a "foreign" corporation. If you desire that your corporation qualify for activities in another state, you are advised to consult a compthe main state of incorporation, it is necessary to "qualify" the corporation in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In lic. You should list here the persons who are proposed as the first officers of the business. Out-of-state qualification: If the corporation desires to actively conduct business in a state other that d of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is not provided in the Articles of Incorporation and need not be made pub behalf of the corporation). The person need not be a shareholder, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the boaragent of the corporation. All states (except New York) require that a specific person be available as the agent of the corporation for the service of process (i.e., to accept subpoenas or summonses onthe Articles, they must sign the Articles of Incorporation. Corporation's registered agent and address: You should list the name and actual street address of the person who will act as the registered shareholders. Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors. In California, if the initial directors are named in mber of directors: In California, the minimum number of directors is three, unless the corporation has fewer than three shareholders, in which case the minimum number of directors equals the number ofuld also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorporation process. Proposed nu $100, plus a franchise tax upon filing of $800, and an annual filing agent statement fee of $10. (Please note that a complete fee schedule is available at the web address listed above). This cost sho accounts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the first directors meeting. Cost of incorporation: The state fees for incorporation isirectors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of incorporation, you should determine the bank which will handle the corporatehe Articles of Incorporation. In California, the minimum number of incorporators is one. Date of first directors meeting: This will be the date proposed for holding the first meeting of the board of d your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or persons) who will prepare and file tis should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorporation), the incorporators ofperpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Instructions for Pre-Incorporation Worksheet 1 Proposed date to begin corporate business: Thave now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Corporate existence: The choices here are s was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer the case. Virtually all states hation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best state in which to incorporate. Thifor your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should be noted here. State of incorpors will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required ess. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additionally, certain types of businessewhich corporations may be organized under the laws of the State of California." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of busin Many states, including California, allow the use of an "all-purpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business for be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpose of corporation:s involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of business: This must lifornia, a corporate name may be reserved for 60 days for a $10 fee. A corporation's name must include the word Corporation, Incorporated or Limited, or an abbrevation of one of the preceding. Partiet not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of name. In Castate forms and fee schedules at http://www.ss.ca.gov/business/corp/corp_formsfees.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name muse of California, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also download artment: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in the Statg in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for California Pre-Incorporation Worksheet Address of state corporation depvices; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arisinlishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or serof the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or pubsclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for any .us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the "DiPlease note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://www.state.caed. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: ill also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requirumber of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet wo form the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights, ndata to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiring tose, structure and type prior to incorporation within the State of California. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic Information California Pre-Incorporation Kit Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp California