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South Carolina ess of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Addrif desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist ­ South Carolina ? ? ? ? ? ? ? ? Application for Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal ( 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 filing___ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist ­ South Carolina ? ? ? ? ? ? ? ? ? ? ? ? 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: __________________________________s?): ____________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ _______reholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimounts: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ directors ______ sha_________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corporate documePlace ___________________________________ Date ________________________ Time _______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ___ther states necessary?_____________________________________________ Corporate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: _____________________ Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Is qualification in o______________________________________ 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 ____________________ directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ___________________________________________ Proposed date of first date to begin corporate business: ___________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ __________________________________________________________________ Incorporation Matters State of incorporation: South Carolina Corporate existence (limited or perpetual?): __________________________________________ Proposedcorporation: __________________________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ___________: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of ______ Ownership of principal place of business (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business_______________________________________ Description of principal place of business: ___________________________________________ _________________________________________________________________________________________________ _________________________ Location of Business Address of principal place of business: ______________________________________________ _____________________________________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ _________________________ _________________________ _ _________________________ _________________________ _________________________ _________________________ _________________________ Address ________________________ ________________________ ________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming the Corporation Name ________________________retary of State PO Box 11350 Columbia, SC 29211 Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: _________________is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet ­ South Carolina Name/Address of State Corporation Department: South Carolina Secposed 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 corporation ssigned, 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 accountant. Prok. 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 value is aporations, 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 indication as to the value of the stocse 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 should be listed. For small coration. This is also referred to as "paid-in capital." In South Carolina, there is no paid-in capital minimum. Initial indebtedness: If there is to be any initial indebtedness for the corporation, pleare 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 for the issuance of shares of stock in the corpormally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Instructions for Pre-Incorporation Worksheet 3 Total initial investment: This figurmined 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 board of directors business. This is nororder 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 for directors action: Once it is dete 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 present at a board of directors meeting in f Incorporation. 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, andmpetent accounting professional. Amendments 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 oo 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 in advance. Please consult with a cothat 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 figure can be set higher and can be made ted. 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 shares of issued stock in the corporation s 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 shareholders meeting should be specifieting: 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 transact any shareholder business. Thio 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. Required quorum for shareholders me" the corporation in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a corporation from another state is referred te first officers of the business. Out-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 "qualifyrporation Worksheet 2 Proposed first officers: This information s not provided in the Articles of Incorporation and i need not be made public. You should list here the persons who are proposed as thorporation is selected as the registered agent. Please note also that in South Carolina, the corporation's Certificate of Attorney must be signed by a South Carolina lawyer. Instructions for Pre-Incoon 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 the c(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 persst 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 states one. Directors may be nonresidents. In South Carolina, the minimum number of directors is Proposed first board of directors: You should list the names and addresses of the proposed members of the fire 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 directors: incorporation tax of $100, and a license and report fee of a minimum of $25. (Please note that a complete fee schedule is available at the web a ddress listed above). This cost should also reflect thbank the necessary bank resolution, which will be signed by the board of directors at the f directors irst meeting. Cost of incorporation: The state fees for incorporation are a filing fee of $135, anorate 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 the . Incorporators may be persons, partnerships or corporations. Date of first directors meeting: This will be the date proposed for holding the first meeting of the board of directors, at which the corpf the proposed corporation. Incorporators: This should be the person (or persons) who will prepare and file the Articles of Incorporation. In South Carolina, the minimum number of incorporators is oneil this date (actually, 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 oin length. In virtually 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. Untt 1 those in Delaware. 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 certao reflect the realities 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 Worksheeduct 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 the first state to modernize its corporation laws t or trademarks will 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 cones. If necessary, 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,cense. A federal 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 licens licenses required: 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 liss for which corporations may be organized under the laws of the State of South Carolina." However, note that an Initial Corporate Report must be filed stating a specific business purpose. State/localion: Many states, including South Carolina, allow the use of an "allpurpose" business purpose clause in describing the main activity of the business; for example, "to conduct any and all lawful busineust 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 corporatrties 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 molina, 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. Paonflict 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 South Caru can download state forms and fee schedules at http://www.scsos.com/forms.htm/. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not ction in the State of South Carolina, 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 yo corporation 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 corporase) 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 ­ South Carolina Address of stateods 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 completenesw.myscgov.com/. 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 st Note: Please 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://ww be required. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checkliorksheet will 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 rights, number 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 wdesiring to form 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 votingthe basic data 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 s purpose, structure and type prior to incorporation within the State of South Carolina. Using the included worksheet and checklists, potential business owners will be able to have before them all of Information Pre-Incorporation Kit ­ South Carolina Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation' South Carolina