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Nevada of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms ervation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address al (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Nevada ? ? ? ? ? ? ? ? Application for Resling Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate se for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incorporation prior to fi ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Nevada ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office______ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ ___________________________ Amount__________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ __________________________s: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ______________________y/%/unanimous?): ____________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness ______ stockholders ______ stockholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directors actions (majoritorate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ directoral year: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corprs meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for stockholders actions (majority/%/unanimous?): _________________________ Fiscication in other states necessary?_____________________________________________ Corporate Bylaws Required quorum for stockholders meeting: __________________________________________ Annual stockholde_______ _________________________ Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Is qualif__________________________________________________ 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 ________ate of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ Proposed d___ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ _____________demarks: ____________________________________________________ Incorporation Matters State of incorporation: Nevada Corporate existence (limited or perpetual?): _______________________________________Business Purpose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/traher places of business: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of ____________________________ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Ot_____________________________________________________________ Description of principal place of business: ___________________________________________ _______________________________________________________________________ _________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ ____________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _________________________ ___________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address ________________________ _____________ces: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corporation Name __ New Filings Division 206 N. Carson Street Carson City, NV 89701-4299 Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choioration is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Nevada Name/Address of State Corporation Department: Secretary of Stateant. 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 corplue 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 accountthe 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 par value. If no-par vample, in Nevada, the filing fee is variable, based upon the amount of stock issued by the corporation (See above). Par value or no-par value: This refers to an arbitrary indication as to the value of ration. 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 incorporation. For exaial 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 Articles of Incorpo business. This transfer will be in exchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Nevada, there is no paid-in capital minimum. Initanimous. Instructions for Pre-Incorporation Worksheet 3 Total initial investment: This figure is the total amount of money or property that will be transferred to the corporation upon its beginning 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 made to be un 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 who must voteThis 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" (over 50 percent),thority 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 directors meeting: rmination 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 will have the aue (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 should be the dete 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 accounting typa 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 normally setders 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 present at nted 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 stockholou 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 represesiness 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 state, y 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 Transact Buon Worksheet 2 officers of the business. Note that in Nevada, a list of officers and directors must be filed with the state. Out-of-state qualification: If the corporation desires to actively conductofficers: 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 Instructions for Pre-Incorporatiration. 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 registered agent. Proposed first s 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 stockholder, director, or officer of the corposs: 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 specific person be available aames and addresses of the proposed members of the first board of directors. Note that in Nevada, a list of officers and directors must be filed with the state. Corporation's registered agent and addre of the incorporation process. Proposed number of directors: Directors may be nonresidents. In Nevada, the minimum number of directors is one. Proposed first board of directors: You should list the n and an exact fee schedule). 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 costs the list of officers and directors, in the amount of $85. (Please note that you can visit http://sos.state.nv.us/comm_rec/crforms/domestic_index.htm for filing instructions, Articles of Incorporationt the first directors meeting. Cost of incorporation: The state fees for incorporation are a variable fee based on the amount of stock issued by the corporation (minimum of $125), and a filing fee forn advance of incorporation, you 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 as meeting: This will be the date 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: Iorporation. Incorporators: This should be the person (or persons) who will prepare and file the Articles of Incorporation. In Nevada, the minimum number of incorporators is one. Date of first directortually, until the state formally accepts the Articles of Incorporation), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed crtually all cases, you should choose perpetual. Proposed date to begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (acelaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In vialities of present-day corporate business. This is no longer the case. Virtually all states have now enacted corporate laws very similar to Instructions for Pre-Incorporation Worksheet 1 those in Dn the past, the state of Delaware was regarded as the best state in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the reill need to be transferred into the corporation, they should be noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. I, check with a competent local attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks w tax ID number must be obtained by all corporations. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessaryed: Here you should note any specific requirements 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 federalbing the main activity of the business; for example, "to conduct any and all lawful business for which corporations may be organized under the laws of the State of Nevada." State/local licenses requirx. If the corporation is home-based, this address should be the home address. Purpose of corporation: Many states, including Nevada, allow the use of an "all-purpose" business purpose clause in descrie who are involved in the planning stages of the 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 bof one of the preceding. Note that in Nevada, no given names may be used in the corporate name. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the peopla, a corporate name is reservable for 90 days for a $20 fee (reservation is not renewable). The corporate name must include the word Corporation, Incorporated, Company or Limited, or an abbreviation oot 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 Nevadrms and fee schedules at http://sos.state.nv.us/comm_rec/crforms/domestic_index.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must n Nevada, 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 foent: 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 ofin any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Nevada Address of state corporation departmces; 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 shers 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 servi 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 publilaimers 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 ofs/. 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 "Disc 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.leg.state.nv.ucluded in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note: Pleaseso 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. Inof 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 al 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, number o 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 forme, structure and type prior to incorporation within the State of Nevada. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic data tInformation Pre-Incorporation Kit - Nevada Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purpos Nevada