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Ohio orts (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Repnce requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Ohio Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insura ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review ____ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Ohio ? ? ? ? ? ? ? ? ?____________ ________________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ _______________________or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ _______________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value red vote for directors actions (majority/%/unanimous?): ____________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ ____________________________________________ ______ directors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Requi_ Authority to amend the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _______imous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ____________________________________________________________________ Annual shareholders meeting: Place ___________________________________ Date ________________________ Time _______________ Required vote for shareholders actions (majority/%/unan____________________________ 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 ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ first board of directors Name ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ ________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed___________________________ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: __________________________________________________________________ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ __________________________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name _______________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Ohio Corporate existence (limited or perpetual?): _ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: __________________________________________________________________________ Other places of business: _________________________________________________________ _________________________________________________________________________________________________________________________________________________ Ownership of principal place o business (own or lease?): _______________________________ f ______________________________________________________________ ______________________________________________________________________________ Description of principal place of business: ___________________________________________ ___________________ _________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of business: ________________________s ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ ________________olved in Forming the Corporation Name _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Addres_________________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Invrtment: Ohio Secretary of State Corporation Division 30 East Broad Street, 14th Floor Columbus, OH 43215-3463 Proposed Name of the Corporation First choice: __________________________________________d of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Ohio Name/Address of State Corporation Depared 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 stock which may be approved by the boarelow 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 issuance of dividends and should be referdication 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 bized 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 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 number of shares of stock to be author the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Ohio, there is no paid-in capital minimum. Initial indebtedness: If there is to be any initial in 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 Pre-Incorporation Worksheet 3 fors 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 initial investment: This figurered 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 affirmative in order to officially pasbe 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 figure can be set higher. Requi 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 percentage of directors that must s: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. In Ohio, corporate Bylaws are referred to as the corporate "Code of Regulations."ndments to Articles of Incorporation: Under this item should be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amendments to Bylawunting 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 accounting professional. Ame 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. Fiscal year and accotion: 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 the affirmative inver 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 for shareholder acership 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 at a "majority" (odesire that your corporation qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for shareholders m eeting: This is the percentage of own generally requires obtaining 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 -of-state qualification: If the 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 Articles of Incorporation and i need not be made public. You should list here the persons who are proposed as the first officers of the business. Instructions for Pre-Incorporation Worksheet 2 Out the corporation is selected as the registered agent. Note that in Ohio, a corporation must file an Appointment of Statutory Agent form. Proposed frst officers: This information is not provided in thee 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 of directors, or president oftates (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). Thhe 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 sreholders, in which case the minimum number of directors is equal to the number of shareholders. Proposed first board of directors: You should list the names and addresses of the proposed members of t the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: In Ohio, the minimum number of directors is three, unless there are fewer than three shaote that a complete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring bank resolution, which will be signed by the board of directors at the first directors meeting. Cost of incorporation: The state fees for incorporation is a filing fee of a minimum of $125. (Please nbe 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 the bank the necessarythe 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 corporate bylaws will gally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the p erson (or persons) who will prepare and file the Articles of Incorporation. In Ohio, t 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 lehere a perpetual (forever) or limited to a certain length. re In virtually all cases, you should choose perpetual. Proposed date to begin corporate business: This should be the date on which you expecar 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: The choices he 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 simil 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 was tnts/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 shoulds, 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 type. PateID 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 department approval under the laws of the State of Ohio." State/local licenses required: Here you should note any specific requirements for licenses to operate your type of business. Most states require obtaining a tax 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 organizedysical location of the h 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 Ohio, 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 must be t e address of the actual phis reservable for 60 days for a $5 fee. The corporate name must include the word Corporation, Incorporated or Company, or an abbreviation of one of the preceding. Parties involved: This listing shouldny 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 Ohio, a corporate name edules at http://serform.sos.state.oh.us/sos/busiServ/formRef.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflict with ate 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 and fee schess 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 Ohio, as staout of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Ohio Address of state corporation department: The addrf 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 in any way e 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 services; loss oals 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 publishers of th 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 the materimer 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 "Disclaimers ande 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.ohio.gov/. Disclaied 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 Ohio. 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 - Ohio Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purpose, Ohio