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Utah Dissolution (mandatory, if applicable) Any other required state forms o Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of corporate record book (looseleaf binder) Document Filing Checklist - Utah ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Incorporation (mandatory) Amendments tlicensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare rements Prepare Articles of Incorporation If desired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, poration Worksheet 4 Pre-Incorporation Checklist - Utah ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requi_______________________ ___________________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incor_____________________ ________________________________ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ ____mber of shares: ________________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name ___________te Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized nu for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): ____________________________ Pre-Incorporation Worksheet 3 Corpora____________________________________ Date ____________________ Time _____________ ______ directors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorumng type (cash or accrual?): ________________________________________________ Authority to amend the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place __me _______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accountirate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place ___________________________________ Date ________________________ Ti_____________________________ ____________________________________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corpo Vice President: Secretary: Treasurer: Name _________________________ _________________________ _________________________ _________________________ Address ____________________________________ _______poration's registered agent and office address: _____________________________________ ______________________________________________________________________________ Proposed first officers: President:_______________________________ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Cor_____________________________ ______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ____________f directors: _____________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ ______________________________ _ bank for corporate bank account: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number o______________ ___________________________________________ ___________________________________________ Proposed date of first directors meeting: _____________________________________________ Proposed____ Names and addresses of those who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address _____________________________ State of incorporation: Utah Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ______________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters__________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: ___________________________________________________ _______________________________ ______________________________________________________________________________ Other places of business: _________________________________________________________ ____ place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Description of principal ________________________ Phone _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of_______________ _________________________ _________________________ Address ________________________ ________________________ ________________________ ________________________ _____________________________________________________________________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ __________f the Corporation First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ _________________nt: State of Utah Division of Corporations & Commercial Code In Person: 160 East 300 South, Main Floor Mail In: 160 East 300 South, 2nd Floor, Box 146705 Salt Lake City, UT 84114-6705 Proposed Name o directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Utah Name/Address of State Corporation Departmeto 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 of 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 referred tion 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 the state of incorporation, although in Utah, the fees are fixed, and are not dependent on the amount of stock issued by the corporation. Par value or no-par value: This refers to an arbitrary indicabe listed in the Articles of Incorporation. 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 is no paid-in capital minimum. Initial 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 This transfer will be in exchange Instructions for Pre-Incorporation Worksheet 3 for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Utah, theren 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 transferred to the corporation upon its beginning business.he percentage of directors who must vote 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 cay set at a "majority" (over 50 percent), 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 t Required quorum for directors meeting: This 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 normalldies of the corporation will have the authority 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.tion: 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 Bylaws: The determination of which booses, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting professional. Amendments to Articles of Incorporaareholder 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 accounting type: For accounting purp 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 in order to officially pass any shigure can be set higher. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for shareholder action: Once it is determined that 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" (over 50 percent), although this falify for activities in another state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the percentage of ownership of shares of issued stock 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 qu 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 a nd 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-of-state qualification: If thed as the registered agent. Note that in Utah, the registered agent must sign the Articles of Incorporation. Proposed first officers: This information is not provided in the Articles of Incorporation aeholder, 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 corporation is selecteuire 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 person need not be a shar. 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 (except New York) reqist the names and addresses of the proposed members of the first board of directors. Note that in Utah, the names and addresses of the initial directors must be stated in the Articles of Incorporation of directors is three, unless there are fewer than three shareholders, in which case the minimum number of directors equals the number of shareholders. Proposed first board of directors: You should lional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: In Utah, the minimum numberiling fee of $52, and an annual report fee of $12. (Please note that a c omplete fee schedule is available at the web address listed above). This cost should also reflect the cost of obtaining professunts. Obtain from the 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 fors, at which the corporate 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 accoum number of incorporators is one. Incorporators must be 18 years of age or older. Date of first directors meeting: This will be the date proposed for holding the f meeting irst of the board of directble for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person ( persons) who will prepare and file the Articles or of Incorporation. In Utah, the minimporation 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 legally lia 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 which you expect the corose 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 here are 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 similar to thrporated 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 the firstrights/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 should be inco 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. Patents/copyr 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 approvals, statehe laws of the State of Utah." 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 ID numbehe 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 organized under t 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 corporation: Many states, including Utah, allow tde 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 the address of the actual physicalvable for 120 days for a $22 fee. The corporate name must include the word Corporation, Incorporated or Company, or an abbreviation of one of the preceding. Parties involved: This listing should proviing 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 Utah, a corporate name is reserat http://www.commerce.state.ut.us/corporat/corpforms.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The name must not conflict with any exist 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 schedules 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 Utah, as state lawsout of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet Address of state corporation department: The address is f 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.utah.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 Utah. 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 - Utah Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purpose, Utah