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Michigan ther required state forms pplicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any ont Filing Checklist - Michigan ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if an requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Documeired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensatio Michigan ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If des___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist -__ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ____________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: _____________________________________________________ Required vote for directors actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _______________________ directors Time _____________ meetings: ______ directors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for ___________________________________________________ Authority to amend the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________ions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ____________________________________________________________________ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for shareholders act____________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: _______________ _________________________ _________________________ _________________________ Address ____________________________________ ____________________________________ _______________________________________________________ ______________________________________________________________________________ Proposed first officers: President: Vice President: Secretary: Treasurer: Name _______________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent and office address: ____________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ __________________________________ 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: ____________________rporators: Name ______________________________ ______________________________ ______________________________ Address ___________________________________________ _______________________________________ited or perpetual?): __________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as inco___________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Michigan Corporate existence (lim__________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: __________________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ _______________________________________________________________ ______________________________________________________________________________ Description of principal place of business: _____________________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of business: _________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _____________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ _________________________ _________________________ _________________________________________________________ Alternate choices: _______________________________________________________________ _________________________________________________________________________an Name/Address of State Corporation Department: Michigan Department of Commerce Corporation Bureau Box 30054 Lansing, MI 48909 Proposed Name of the Corporation First choice: ________________________ock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Michigance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales of shares of stares must be sold for a price at or below par value. If no-par value 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 issuvalue: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual value of the shares of stock. Shumber 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 incorporation. Par value or no-par ess: 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 Articles of Incorporation. The ne-Incorporation Worksheet 3 for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Michigan, there is no paid-in capital minimum. Initial indebtedninitial 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 exchange Instructions for Prtive 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 made to be unanimous. Total 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 who must vote in the affirmacentage 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" (over 50 percent), although this d 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 directors meeting: This is the perich 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 will have the authority to amenual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this item should be the determination of wh" (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 accounting type (cash or accr 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 is normally set at a "majorityhe 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 is present at a meeting, thisholders 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. Annual shareholders meeting: Tto 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 must be represented at a share 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 state, you are advised 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 Transact Business from thesons who are proposed as the first officers of the business. Instructions for Pre-Incorporation Worksheet 2 Out-of-state qualification: If the corporation desires to actively conduct business in a he 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 public. You should list here the perperson 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 of directors, or president of ttes (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 corporation). The first board of directors. 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. All stairectors: Directors may be nonresidents. In Michigan, the minimum number of directors is one. Proposed first board of directors: You should list the names and addresses of the proposed members of thereflect 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 number of dfor incorporation are a filing fee of $10, and an organization fee of a minimum of $50. (Please n that a complete fee schedule is available ote at the web address listed above). This cost should also 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 meeting. Cost of incorporation: The state fees st of the board 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 an, the minimum number of incorporators is one. Incorporators may be persons, partnerships or corporations. Date of first directors meeting: This will be the date proposed for holding the f meeting iregally 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. In Michigct 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 to be ls 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 you expeilar to Instructions for Pre-Incorporation Worksheet 1 those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Corporate existence: The choice 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 very simld 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 Delaware wastents/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 corporation shouMichigan Treasury is required for various tax licenses. If necessary, check with a competent local attorney for details regarding the types of licenses required for your locality and business type. Parations. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. Note also that in Michigan, a mandatory filing with the ements for licenses to operate your type of business. 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 corpoample, "to conduct any and all lawful business for which corporations may be organized under the laws of the State of Michigan." State/local licenses required: Here you should note any specific requirss should be the home address. Purpose of corporation: Many states, including Michigan, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for exe corporation. Principal place of business: This must 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 addreed, or an abbreviation of one of the preceding. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of th choice of name. In Michigan, a corporate name is reservable for 6 months for a $10 fee (reservation is renewable). The corporate name must include the word Corporation, Incorporated, Company or Limitporation. The name must 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 thewnload state forms and fee schedules at http://www.michigan.gov/businessstartup/0,1607,7-152-9738---,00.html. Corporate name: The selection of a corporate name is often crucial to the success of a corn the State of Michigan 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 doration department: 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 ise) arising 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 - Michigan Address of state corpoods or services; 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 otherwiors or publishers 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 gos for any of 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, authto the "Disclaimers 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 completenesgislature.org/. 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 ease 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.michiganle. 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 Michigan. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit - Michigan Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Michigan