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Montana egistered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms tion of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Rf desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Montana ? ? ? ? ? ? ? ? Application for ReservaReview tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (iinformation Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incorporation prior to filing _________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Montana ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ Amount _________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ __________________________________________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ____________________________nanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ ____ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/u documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ directors ___ar: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corporateeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal yeon in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders me__ _________________________ Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Is qualificati_____________________________________________ 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 _____________f first directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ Proposed date oroposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ __________________s: ____________________________________________________ Incorporation Matters State of incorporation: Montana Corporate existence (limited or perpetual?): __________________________________________ Pss Purpose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarkes of business: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Busine____________________ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other plac_____________________________________________________ Description of principal place of business: ___________________________________________ _______________________________________________________________________ _________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ ____________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _________________________ ___________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address ________________________ _________________________________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corporation Name __________tment: Secretary of State PO Box 202801 Helena, MT 59620-2801 Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: ___ directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Montana Name/Address of State Corporation Departo 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 stock which may be approved by the board ofpar value. If no-par value is assigned, the shares are issued for the actual price paid per share. The c hoice of par or no-par value stock may affect the issuance of dividends and should be referred ion 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. Shares must be sold for a price at or below 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 value: This refers to an arbitrary indicatdness 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 of stock to be authorized uance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Montana, there is no paid-in capital minimum. Initial indebtedness: If there is to be any initial indebtetal amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will be in exchange Instructions for Pre-Incorporation Worksheet 3 for the issd 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 initial investment: This figure is the toor 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 affirmative in order to officially pass any boar 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 figure can be set higher. Required vote frectors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must be presenthe authority to amend the Articles of Incorporation. Amendments to Bylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. Annual diin advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporation: Under this item should be the determination of which bodies of the corporation will have t 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 accrual) of the corporation should be chosen 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 "majority" (over 50 percent), although this figureareholders meeting should be specified. Required vote for shareholder action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownership of sharesansact any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the annual sh 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 shareholders meeting in order to officially trion 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 competent business attorney.oration, 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 this context, a corporatrs of the business. Instructions for Pre-Incorporation Worksheet 2 Out-of-state qualification: If the corporation desires to actively conduct business in a state other that the main state of incorpred 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 persons who are proposed as the first officer, 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 the corporation is selected as the registeific 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 person need not be a shareholder, directoregistered 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 states (except New York) require that a speche names and addresses of the proposed members of the first board of directors. Note that in Montana, the number of initial directors must be specified in the Articles of Incorporation. Corporation's sts of the incorporation process. Proposed number of directors: Directors may be nonresidents. In Montana, the minimum number of directors is one. Proposed first board of directors: You should list t the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct coion: The state fees for incorporation are a filing fee of $70, a license fee of a minimum of $50, and a priority filing fee (optional) of $20. (Please note that a complete fee schedule is available atthe 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 meeting. Cost of incorporatding 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, you should determine Articles of Incorporation. In Montana, 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 holur 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 the 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 of yo 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 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. Instructions for Pre-Incorporation Worksheetas 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 haveon: 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. This w 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 incorporatiill 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 for. 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 businesses wwhich corporations may be organized under the laws of the State of Montana." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of businesson: Many states, including Montana, 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 st 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 corporatities 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 mutana, a corporate name is 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. Par 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 Monrms and fee schedules at http://sos.state.mt.us/css/BSB/Filing_Forms.asp#CORPORATIONS. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name mustMontana, 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 font: 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 any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Montana Address of state corporation departmes; 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 "Disclase 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://leg.state.mt.us/Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pleaalso 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 required. r 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 will rm 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, numbe 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 fose, structure and type prior to incorporation within the State of Montana. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic dataInformation Pre-Incorporation Kit - Montana Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purpo Montana