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Delaware er required state forms e) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Merger (mandatory, if applicable) Certificate of Dissolution (mandatory, if applicable) Any othklist - Delaware ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Certificate of Incorporation (mandatory) Amendments to Certificate of Incorporation (mandatory, if applicabl Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checey review Certificate of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Certificate of Incorporation If desired, have attorn________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet - Delaware 4 Pre-Incorporation Checklist - Delaware ? ? ? ? ? ____ ________________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ___r value: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ _______________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-pators ___________________________ actions (majority/%/unanimous?): Pre-Incorporation Worksheet - Delaware 3 Corporate Stock Initial total investment: $ ___________________________________________________ ______ directors ______ stockholders ______ stockholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directhe following corporate documents: Certificate of Incorporation: ______ directors Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend ers meeting: Place _____________________________________________ ____________________ Date ________________________ Time Required vote for stockholders actions (majority/%/unanimous?): ____________fication in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for stockholders meeting: __________________________________________ Annual stockhold________ _________________________ Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Is quali___________________________________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________ ________________________________________________________ Pre-Incorporation Worksheet - Delaware 2 Corporation's registered agent and office address: _____________________________________ ______________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ________________ ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ Address ____________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed first board of directors Name __________________st directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ Proposed date of fired date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ ________________________________________________________________________ Incorporation Matters State of incorporation: Delaware Corporate existence (limited or perpetual?): __________________________________________ Propospose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ___ _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Worksheet - Delaware 1 Type of Business Pur_____ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business:______________________________________ Description of principal place of business: ___________________________________________ _________________________________________________________________________________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ _____________________________________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _________________________ _________________________ _ _________________________ _________________________ _________________________ _________________________ _________________________ Address ________________________ ________________________ ________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corporation Name _________________________sion of Corporations PO Box 898 Dover, DE 19903 Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: _________________poration is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet - Delaware 4 Pre-Incorporation Worksheet - Delaware Name/Address of State Corporation Department: Divitant. Proposed 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 coralue is assigned, 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 accounthe stock. 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 f a price at or below par value. If no-par or vate of incorporation, although in Delaware, the fees are fixed and are not related to the amount o f stock issued. Par value or no-par value: This refers to an arbitrary indication as to the value of in the Certificate of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the std-in capital minimum. Initial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed xchange Instructions for Pre-Incorporation Worksheet - Delaware 3 for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Delaware, there is no paimade 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 in ewho 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 be 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 directors ors 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" (overl 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 directe the determination of which bodies of the corporation will have the authority to amend the Certificate of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporation wiling type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Certificate of Incorporation: Under this item should blly 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 and accountent 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 stockholder business. This is normatockholders meeting: The date, time, and place of the annual stockholders meeting should be specified. Required vote for stockholder action: Once it is determined that a quorum of stockholders is presrepresented at a stockholders meeting in order to officially transact any stockholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual state, you are advised to consult a competent business attorney. Required quorum for stockholders meeting: This is the percentage of ownership of shares of issued stock in the corporation that must be sact Business from the other state. In this context, a corporation from another state is referred to as a "foreign" corporation. If you desire that your corporation qualify for activities in another sconduct business in a state other that the main state of incorporation, it is necessary to "qualify" the corporation in that state. This generally requires obtaining a Certificate of Authority to Tranre the persons w are proposed as the first ho officers of the business. Instructions for Pre-Incorporation Worksheet - Delaware 2 Out-of-state qualification: If the corporation desires to actively nt of the corporation is selected as the registered agent. Proposed first officers: This information is not provided in the Certificate of Incorporation and need not be made public. You should list he). The person need not be a stockholder, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the board of directors, or presideAll 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 on behalf of the corporationthe Certificate 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 agent of the corporation. . Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors, although in Delaware, it is not necessary to list these names in curing the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: Directors may be nonresidents. In Delaware, the minimum number of directors is oneease note that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of pro. Cost of incorporation: The state fees for incorporation are a filing fee of $89, a State tax of a minimum of $15, an indexing fee of $25, an annual report fee of $15, and a franchise tax of $20. (Plou should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the first directors meetingate proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of incorporation, yhe Certificate of Incorporation. In Delaware, the minimum number of incorporators is one. Incorporators can be a person, partnership or corporation. Date of first directors meeting: This will be the 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 tshould be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Certificate of Incorporation), the incorporators of 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed date to begin corporate business: This d corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructions for Pre-Incorporation Worksheet - Delawarehe 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 have now enacteral, 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. This was due to tity 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 incorporation: In gene 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 for your locales 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 businesses will requireations may be organized under the laws of the State of Delaware." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most stattes, including Delaware, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful business for which corpordress 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: Many stad: 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 be the adporate name is reservable for 30 days for a $10 fee. The corporate name must include the word Corporation, Incorporated, Company or Limited, or an abbreviation of one of the preceding. Parties involvet 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 Delaware, a corte forms and fee schedules at http://www.state.de.us/corp/corpforms.shtml. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflic of Delaware, 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 startment: 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 State in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Delaware Address of state corporation depaices; 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) arisingishers 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 servf 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 publclaimers 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 oov/. 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 "Disease 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.delaware.g. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pll 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 requiredber 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 wilform 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, numta 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 to ose, structure and type prior to incorporation within the State of Delaware. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Delaware Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Delaware