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Planning on incorporating? Don't start without our pre-incorporation kit!

This kit provides the necessary tools for determining the details of a corporation's purpose, structure and type prior to incorporation. Using the included worksheets and checklists, potential business owners will be able to have before them all of the basic data to use in preparing the necessary incorporation paperwork.

In addition, the process of preparing these worksheets and checklists will also help uncover any potential differences of opinion among the persons desiring 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 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, thereby avoiding much bigger problems in the future.

The use of written worksheets 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 required.

Included in this packet are the following:

? Instructions for completing Pre-Incorporation Worksheet
? Pre-Incorporation Worksheet
? Pre-Incorporation Checklist
? Document Filing Checklist

This Kit is designed specifically for use in your state.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Pre-Incorporation Kit
(California)









This Packet Includes:
1. General Instructions
2. Information
3. Pre-Incorporation Worksheet
4. Pre-Incorporation Checklist
5. Document Filing Checklist


General Instructions
California Pre-Incorporation Kit

   Instructions for California Pre-Incorporation Worksheet

   Address of state 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 corporation in the State of California, 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 download state forms and fee schedules at http://www.ss.ca.gov/business/corp/corp_formsfees.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 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 California, a corporate name may be reserved for 60 days for a $10 fee.  A corporations name must include the word Corporation, Incorporated or Limited, or an abbreviation of one of the 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 business: 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 of corporation: Many states, including California, 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 organized under the laws of the State of California.

   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 number and 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, 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.



   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 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 incorporate. 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 all 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.

   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 business: 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 incorporators 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 and file the Articles of Incorporation.  In California, 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 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 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 incorporation is $100, plus a franchise tax upon filing of $800, and an annual filing agent statement fee of $10.  (Please note 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 the necessary supplies; and any other direct costs of the incorporation process.



   Proposed number of directors:  In California, the minimum number of directors is three, unless the corporation has fewer than three shareholders, in which case the minimum number of directors equals the number of shareholders.

   Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors.  In California, if the initial directors are named in the Articles, they must sign the Articles of Incorporation.

   Corporations 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) 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 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 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 public. 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 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 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 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 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.

   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 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 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 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 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 of 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, 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 be 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.

   Required 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 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 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 in exchange for the issuance of shares of stock in the corporation. This is also referred to as “paid-in capital.”  In California, there 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 be 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 the state of incorporation, although in California, the fees are fixed and are not related to the amount of stock issued.

   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 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 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 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 board of directors once the corporation is officially authorized to issue stock.







Information
California Pre-Incorporation Kit

This kit provides tools for determining the details of a corporations purpose, structure and type prior to incorporation within the State of California.  Using the included worksheet and checklists, potential business owners will be able to have before them all of the 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 desirous 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 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 worksheet 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 required.

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://www.state.ca.us/.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, 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 OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 




Pre-Incorporation Worksheet
Name/Address of State Corporation Department:

      Business Programs Division
      1500 11th Street
      Sacramento, CA  95814
      Attention:  Document Filing Support Unit

Proposed Name of the Corporation
First choice: _____________________________________________________________________

Alternate choices: ________________________________________________________________
_______________________________________________________________________________
Parties Involved in Forming the Corporation

   Name   Address   Phone
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
Location of Business
Address of principal place of business: _______________________________________________________________________________________________________________________________

Description of principal place of business: _____________________________________________ _______________________________________________________________________________

Ownership of principal place of business (own or lease?): _________________________________ _______________________________________________________________________________

Other places of business: ___________________________________________________________
_______________________________________________________________________________

Type of Business

Purpose of corporation: ____________________________________________________________

State/local licenses required: ________________________________________________________

Patents/copyrights/trademarks: ______________________________________________________


Incorporation Matters
 
State of incorporation:  California

Corporate existence (limited or perpetual?): ____________________________________________

Proposed date to begin corporate business: _____________________________________________

Names and addresses of those who will act as incorporators:

   Name       Address
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________


Proposed date of first directors meeting: _______________________________________________

Proposed bank for corporate bank account: _____________________________________________

Cost of incorporation:  _____________________________________________________________


Corporate Management

Proposed number of directors: _______________________________________________________

Proposed first board of directors

    Name      Address

______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________


Corporations registered agent and office address: ______________________________________________________________________________________________________________________

Proposed first officers:

   Name    Address
President:    _________________________    ______________________________________
Vice President:    _________________________    ______________________________________
Secretary:    _________________________   ______________________________________
Treasurer:    _________________________   ______________________________________

Is qualification in other states necessary?_______________________________________________
Corporate Bylaws
Required quorum for shareholders meeting: _____________________________________

Annual shareholders meeting:

   Place   Date   Time
_____________________________________________    ________________________    ____________

Required vote for shareholders actions (majority/%/unanimous?): __________________________

Fiscal year: _____________________________________________________________________

Accounting type (cash or accrual?): __________________________________________________

Authority to amend the following corporate documents:

Articles of Incorporation:    ______ directors   ______ shareholders    ______ either

Bylaws:    ______ directors   ______ shareholders    ______ either

Annual directors meeting:

   Place   Date   Time ______________________________________      ____________________       ______________

Required quorum for directors meetings: ______________________________________________

Required vote for directors actions (majority/%/unanimous?): ______________________________
Corporate Stock

Initial total investment: $ __________________________________________________________

Initial indebtedness: $ _____________________________________________________________

Initial authorized number of shares: __________________________________________________

Par value or no-par value: __________________________________________________________

Proposed sales of shares of stock:

   Name   Cash/Property   Amount

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

Pre-Incorporation Checklist

?   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 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 insurance requirements

?   Procure corporate seal (if desired)

?   Prepare stock certificates

?    Prepare corporate accounting ledgers

?    Prepare corporate record book (looseleaf binder)

Document Filing Checklist

?    Application for Reservation of Corporate Name (if desired)

?   Articles of Incorporation (mandatory)

?   Amendments to 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 Dissolution (mandatory, if applicable)

?   Any other required state forms

Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#22096
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Pre-Incorporation Kit
(California)









This Packet Includes:
1. General Instructions
2. Information
3. Pre-Incorporation Worksheet
4. Pre-Incorporation Checklist
5. Document Filing Checklist


General Instructions
California Pre-Incorporation Kit

   Instructions for California Pre-Incorporation Worksheet

   Address of state 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 corporation in the State of California, 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 download state forms and fee schedules at http://www.ss.ca.gov/business/corp/corp_formsfees.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 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 California, a corporate name may be reserved for 60 days for a $10 fee.  A corporations name must include the word Corporation, Incorporated or Limited, or an abbreviation of one of the 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 business: 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 of corporation: Many states, including California, 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 organized under the laws of the State of California.

   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 number and 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, 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.



   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 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 incorporate. 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 all 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.

   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 business: 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 incorporators 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 and file the Articles of Incorporation.  In California, 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 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 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 incorporation is $100, plus a franchise tax upon filing of $800, and an annual filing agent statement fee of $10.  (Please note 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 the necessary supplies; and any other direct costs of the incorporation process.



   Proposed number of directors:  In California, the minimum number of directors is three, unless the corporation has fewer than three shareholders, in which case the minimum number of directors equals the number of shareholders.

   Proposed first board of directors: You should list the names and addresses of the proposed members of the first board of directors.  In California, if the initial directors are named in the Articles, they must sign the Articles of Incorporation.

   Corporations 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) 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 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 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 public. 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 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 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 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 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.

   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 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 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 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 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 of 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, 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 be 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.

   Required 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 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 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 in exchange for the issuance of shares of stock in the corporation. This is also referred to as “paid-in capital.”  In California, there 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 be 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 the state of incorporation, although in California, the fees are fixed and are not related to the amount of stock issued.

   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 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 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 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 board of directors once the corporation is officially authorized to issue stock.







Information
California Pre-Incorporation Kit

This kit provides tools for determining the details of a corporations purpose, structure and type prior to incorporation within the State of California.  Using the included worksheet and checklists, potential business owners will be able to have before them all of the 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 desirous 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 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 worksheet 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 required.

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://www.state.ca.us/.






DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, 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 OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 




Pre-Incorporation Worksheet
Name/Address of State Corporation Department:

      Business Programs Division
      1500 11th Street
      Sacramento, CA  95814
      Attention:  Document Filing Support Unit

Proposed Name of the Corporation
First choice: _____________________________________________________________________

Alternate choices: ________________________________________________________________
_______________________________________________________________________________
Parties Involved in Forming the Corporation

   Name   Address   Phone
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
_________________________    ________________________    __________________________
Location of Business
Address of principal place of business: _______________________________________________________________________________________________________________________________

Description of principal place of business: _____________________________________________ _______________________________________________________________________________

Ownership of principal place of business (own or lease?): _________________________________ _______________________________________________________________________________

Other places of business: ___________________________________________________________
_______________________________________________________________________________

Type of Business

Purpose of corporation: ____________________________________________________________

State/local licenses required: ________________________________________________________

Patents/copyrights/trademarks: ______________________________________________________


Incorporation Matters
 
State of incorporation:  California

Corporate existence (limited or perpetual?): ____________________________________________

Proposed date to begin corporate business: _____________________________________________

Names and addresses of those who will act as incorporators:

   Name       Address
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________


Proposed date of first directors meeting: _______________________________________________

Proposed bank for corporate bank account: _____________________________________________

Cost of incorporation:  _____________________________________________________________


Corporate Management

Proposed number of directors: _______________________________________________________

Proposed first board of directors

    Name      Address

______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________
______________________________   _____________________________________________


Corporations registered agent and office address: ______________________________________________________________________________________________________________________

Proposed first officers:

   Name    Address
President:    _________________________    ______________________________________
Vice President:    _________________________    ______________________________________
Secretary:    _________________________   ______________________________________
Treasurer:    _________________________   ______________________________________

Is qualification in other states necessary?_______________________________________________
Corporate Bylaws
Required quorum for shareholders meeting: _____________________________________

Annual shareholders meeting:

   Place   Date   Time
_____________________________________________    ________________________    ____________

Required vote for shareholders actions (majority/%/unanimous?): __________________________

Fiscal year: _____________________________________________________________________

Accounting type (cash or accrual?): __________________________________________________

Authority to amend the following corporate documents:

Articles of Incorporation:    ______ directors   ______ shareholders    ______ either

Bylaws:    ______ directors   ______ shareholders    ______ either

Annual directors meeting:

   Place   Date   Time ______________________________________      ____________________       ______________

Required quorum for directors meetings: ______________________________________________

Required vote for directors actions (majority/%/unanimous?): ______________________________
Corporate Stock

Initial total investment: $ __________________________________________________________

Initial indebtedness: $ _____________________________________________________________

Initial authorized number of shares: __________________________________________________

Par value or no-par value: __________________________________________________________

Proposed sales of shares of stock:

   Name   Cash/Property   Amount

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

________________________________     ___________________________     _______________

Pre-Incorporation Checklist

?   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 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 insurance requirements

?   Procure corporate seal (if desired)

?   Prepare stock certificates

?    Prepare corporate accounting ledgers

?    Prepare corporate record book (looseleaf binder)

Document Filing Checklist

?    Application for Reservation of Corporate Name (if desired)

?   Articles of Incorporation (mandatory)

?   Amendments to 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 Dissolution (mandatory, if applicable)

?   Any other required state forms

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