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Iowa y) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms f desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatorck certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Iowa ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare store-Incorporation Worksheet 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 i_____ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Iowa ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete P______________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ Amount ______________ __________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ ________________________________ _________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ___________________________________________________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ ________________________ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): _______s of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ directors ______ shareholders _______________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corporate documents: Article______________________________ Date ________________________ Time ______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: _______________necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place _______________ Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Is qualification in other states __________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________ _________________________ _________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent and office address: _____________________________________ _________________________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ _______________________________________________ ______________________________ ______________________________ ______________________________ ______________________________ Address ____________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed first board of directors Name ______________________________ _eeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: _____________________________________________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ Proposed date of first directors min corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ ______________________________ _____________________________________________ Incorporation Matters State of incorporation: Iowa Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begrporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: _____________: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of co______ 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 ________________________irst Floor, Lucas Building Des Moines, IA 50319 Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: _________________uthorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Iowa Name/Address of State Corporation Department: Iowa Secretary of State Business Services Fshares 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 is officially aares 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. Proposed sales of ion 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 assigned, the shion, although in Iowa, the fee is fixed and is not dependent on the amount of stock issued. Par value or no-par value: This refers to an arbitrary indication as to the value of the stock. The designats 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 state of incorporateet 3 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 in the Articleexchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Iowa, there is no paid-in captial minimum. Instructions for Pre-Incorporation Worksh 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 in 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 ber 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 directorstors 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" (ovell 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 direcld 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 wiaccounting 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 shous 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 and 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 innual 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 shareholders ust 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. Aother state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock in the corporation that mo Transact Business from the other state. In this context, a corporation from another state is referred t as a "foreign" o corporation. If you desire that your corporation qualify for activities in an main state of incorporation, it is necessary to "qualify" the corporation in that Instructions for Pre-Incorporation Worksheet 2 state. This generally requires obtaining a Certificate of Authority t. 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 thef 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 publichalf 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 board ont 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 on berectors must be listed in 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 ageum number of directors is one. Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors. In Iowa, the names of the initial dil or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: Directors may be nonresidents. In Iowa, the minimtion is a filing fee of $50. (Please note that a complete fee schedule is a vailable at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legaorporate 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 fee for incorporaard of directors, 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 c Iowa, the minimum number of incorporators is one. Incorporators may be persons or corporations. Date of first directors meeting: This will be the date proposed for holding the first meeting of the boto 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 the Articles of Incorporation. Inou expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorporation), the incorporators of your corporation will continue 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 should be the date on which yery 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 1 Corporate existence: Theare 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 enacted corporate laws von 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 the fact that Delawype. 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 general, the corporati 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 locality and business tng 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 require health departmentorganized under the laws of the State of Iowa." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most states require obtainiing Iowa, 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 which corporations may be tual physical location of the ust 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 states, including 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 m be the address of the acs reservable for 120 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 involved: This listy 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 Iowa, a corporate name id fee schedules at http://www.sos.state.ia.us/business/form.html. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflict with ana, 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 state forms an 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 of Iow any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Iowa Address of state corporation department:s; 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) arising iners 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 servicehe 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 publishimers 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 of t. 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 "Disclae 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.legis.state.ia.us/ed in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Please notrovide 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 required. Includirectors, 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 will also p 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, number of de 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 form the structure and type prior to incorporation within the State of Iowa. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic data to usInformation Pre-Incorporation Kit - Iowa Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purpose, Iowa