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New York ble) Certificate of Dissolution (mandatory, if applicable) Any other required state forms mendments to Certificate of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Certificate of Merger (mandatory, if applicaare corporate record book (looseleaf binder) Document Filing Checklist - New York ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Certificate of Incorporation (mandatory) Ant, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepments Prepare Certificate of Incorporation If desired, have attorney review Certificate of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employmeon Worksheet 4 Pre-Incorporation Checklist - New York ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing require_________________ ___________________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporati_______________ ________________________________ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ __________f shares: ________________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name _________________ck Initial total investment: $ _________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number oirectors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): ____________________________ Pre-Incorporation Worksheet 3 Corporate Stog: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for dcash or accrual?): ________________________________________________ Authority to amend the following corporate documents: Certificate of Incorporation: ______ directors Bylaws: Annual directors meetin_________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (ws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time __________________________ ____________________________________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylasident: Secretary: Treasurer: Name _________________________ _________________________ _________________________ _________________________ Address ____________________________________ ________________s registered agent and office address: _____________________________________ ______________________________________________________________________________ Proposed first officers: President: Vice Pre______________________ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation'____________________ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ _____________________rs: _____________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ ______________________________ __________ corporate bank account: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number of directo_____ ___________________________________________ ___________________________________________ Proposed date of first directors meeting: _____________________________________________ Proposed bank fors and addresses of those who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ______________________________________orporation: New York Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ___________________________________________ Name/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of inc_______________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State_____________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ _______________usiness: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): __________ddress of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of b______________ Phone _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of Business A____ _________________________ _________________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ____________________________________________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ _____________________ration First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ ____________________________ksheet 4 Pre-Incorporation Worksheet - New York Name/Address of State Corporation Department: New York State Department of State Division of Corporations Albany, NY 12231 Proposed Name of the Corpoy, and value of potential sales of shares of stock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worf par or no-par value stock may affect the issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or propert 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 shares are issued for the actual price paid per share. The choice oe corporation (See above). Par value or no-par value: 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 indicationis number may be influenced by the incorporation fee structure of the state of incorporation. For example, in New York, there is a variable organization tax based upon the amount of stock issued by thitial authorized number of shares: This figure is required to be listed in the Certificate of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, th York, there is no paid-in capital minimum. Initial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Instructions for Pre-Incorporation Worksheet 3 Innsferred to the corporation upon its beginning 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 New 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 total amount of money or property that will be traa 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 board of directors business. This is normally set aticially transact any directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that e annual board of directors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to offion. Amendments to Bylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of th professional. Amendments to Certificate of Incorporation: Under this item should be the determination of which bodies of the corporation will have the authority to amend the Certificate of Incorporatscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accountingthe affirmative in order to officially pass any shareholder 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. Fifor shareholder action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in at a "majority" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote percentage of ownership of shares of issued stock in the corporation that must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set qualify for activities in another state, you are advised to consult a competent business attorney. Instructions for Pre-Incorporation Worksheet 2 Required quorum for shareholders meeting: This is the a Certificate of Authority to Transact 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 he corporation desires to actively conduct 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 not provided in the Certificate of Incorporation and need not be made public. You should list here the persons who are proposed as the first officers of the business. Out-of-state qualification: If t of directors. Corporation's registered agent and address: In New York, a corporation must appoint the New York Secretary of State as its registered agent. Proposed first officers: This information isProposed number of directors: In New York, the minimum number of directors is one. Proposed first board of directors: You should list the names and addresses of the proposed members of the first boardis 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 of the incorporation process. and a variable organization tax based on the amount of stock issued by the corporation, of a minimum of $10. (Please note that a complete fee schedule is available at the web address listed above). Thhe 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 for incorporation are a filing fee of $125, orporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advance of incorporation, you should determine the bank which will handle the corporate accounts. Obtain from tration. In New York, the minimum number of incorporators is one. Date of first directors meeting: This will be the date proposed for holding the first meeting of the board of directors, at which the cntinue 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 Certificate of Incorpoch 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 your corporation will co 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 should be the date on whiws very similar 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:elaware 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 laration 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 Dss 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 general, the corpoment 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 busineaining 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 departhe corporation needs no approval of any state body. State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most states require obtful business for which corporations may be organized under the laws of the State of New York." Note that in New York, the corporate purpose stated in the Certificate of Incorporation must state that tpose of corporation: Many states, including New York, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawbusiness: 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 address should be the home address. Purhe 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 the corporation. Principal place of a corporate name is reservable for 60 days for a $20 fee (reservation is renewable twice). The corporate name must include the word Corporation, Incorporated or Limited, or an abbreviation of one of tnflict 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 New York, state forms and fee schedules at http://www.dos.state.ny.us/corp/corpwww.html. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not cotate of New York, 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 downloaddepartment: 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 Ssing 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 - New York Address of state corporation 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 otherwise) aripublishers 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 ny 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, authors or "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 completeness for a.ny.us/. 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 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://assembly.state. 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 New York. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basic daInformation Pre-Incorporation Kit ­ New York Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp New York