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Virginia 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 Reports (ements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - Virginia ? ? ? f Incorporation prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirte state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles o__________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - Virginia ? ? ? ? ? ? ? ? ? ? ? ? Wri_______________________________ ________________________________ Cash/Property ___________________________ ___________________________ ___________________________ ___________________________ _________e: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ ________________________________ ________________________________ ______ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ________________________________________________ Par value or no-par valuirectors actions (majority/%/unanimous?): ____________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investment: $ ____________________________________________________directors ______ directors ______ shareholders ______ shareholders ______ either ______ either Required quorum for directors meetings: ____________________________________________ Required vote for d amend the following corporate documents: Articles of Incorporation: Bylaws: Annual directors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ ____________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): ________________________________________________ Authority to______ Annual shareholders meeting: Place Date Time ________________ __________________________________ ________________________ Required vote for shareholders actions (majority/%/unanimous?): __________________ 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 ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ ______________ directors Name ______________________________ ______________________________ ______________________________ ______________________________ ______________________________ _____________________________rporation: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________________ Proposed first board of____________ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank account: ___________________________________________ Cost of inco__________ ______________________________ ______________________________ 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: Virginia Corporate existence (limited or perpetual?): _______________Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: ______________________________________________________ _________________ Other places of business: _________________________________________________________ ______________________________________________________________________________ Pre-Incorporation ________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ _______________________________________________________________ ______________________________________________________________________________ Description of principal place of business: ___________________________________________ _____________________________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place of business: __________________________________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _________________________ _________________________ __________ Corporation Name _________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Address _______________________ Alternate choices: _______________________________________________________________ ______________________________________________________________________________ Parties Involved in Forming thertment: Virginia State Corporation Commission 1300 E. Main Street Richmond, VA 23219-3630 Proposed Name of the Corporation First choice: ______________________________________________________________ directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Worksheet - Virginia Name/Address of State Corporation Depao 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 w hich may be approved by the board ofpar 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 rporation. For example, in Virginia, there is a variable charter fee, based on the amount of stock issued by the corporation (See above). Par value or no-par value: This refers to an arbitrary indicatrticles 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 the state of incoWorksheet 3 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 be listed in the An exchange for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Virginia, there is no paid-in capital minimum. Instructions for Pre-Incorporation 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. This transfer will be irs 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 can be set higher and can ver 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 the percentage of directoectors 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 normally set at a "majority" (owill 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. Required quorum for dirould 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 bodies of the corporation d accounting type (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 sh 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 purposes, the fiscal year ans 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 shareholder business. This 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 a quorum of shareholder 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 figure can be set higher.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 in the corporation that-Incorporation Worksheet 2 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 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 Business from Instructions for Prelic. You should list here the persons who are proposed as the first officers of the business. Out-of-state qualification: If the corporation desires to actively conduct business in a state other that d of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is not provided in the Articles of Incorporation and need not be made pub behalf of the corporation). The 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 boaragent of the corporation. All states (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 ones of the proposed members of the 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 ion process. Proposed number of directors: Directors may be nonresidents. In Virginia, the minimum number of directors is one. Proposed first board of directors: You should list the names and addressss above). 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 of the incorporatation are a filing fee of $25, and a variable charter fee based on the amount of stock issued by the corporation (minimum of $50). (Please note that an exact fee schedule is available at the web addreorporate accounts. 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 incorporard of directors, 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 cand file the Articles of Incorporation. In Virginia, 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 boorators of your corporation will continue 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 siness: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Incorporation), the incorpion Worksheet 1 Corporate existence: 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 bul states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructions for Pre-Incorporatorate. This was due to the fact that Delaware 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 alf incorporation: In general, the corporation 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 incorp required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should be noted here. State o businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regarding the types of licensese of business. Most states require obtaining 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 ofusiness for which corporations may be organized under the laws of the State of Virginia." State/local licenses required: Here you should note any specific requirements for licenses to operate your typf corporation: Many states, including Virginia, 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 bss: 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. Purpose oceding. 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 busineme. In Virginia, 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 pre name must not 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 nao download state forms and fee schedules at http://www.state.va.us/scc/division/clk/fee_bus.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. Thee Commonwealth of Virginia, 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 alson 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 corporation in tharising 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 - Virginia Address of state corporatior 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) 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 goods r 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, authors he "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 foginia.gov/. 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 tote: 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://www.virequired. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Neet 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 be rts, 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 workshing 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 voting righasic 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 desirose, structure and type prior to incorporation within the Commonwealth of Virginia. Using the included worksheet and checklists, potential business owners will be able to have before them all of the bInformation Pre-Incorporation Kit - Virginia Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's purp Virginia