How do I incorporate my business?

Once the decision to incorporate your business has been made, the legal process begins with the preparation of a certificate of incorporation. Whereas in the past this was prepared by three or more legally qualified individuals, today only a single incorporator is needed. The incorporator may or may not be a person who will own stock. The state is likely to have a standard form for incorporating a small business. The three typical pieces of information requested are: corporate name, purpose, and corporate life span. The corporate name is usually required to be a business name dissimilar from any other firm incorporated within the state. In addition, the name must not be deceptive or misleading. The state charter office can tell you whether the name you want is available. The purpose of the business must be stated. It is a good practice to use a specific object clause that spells out the specific purpose for which the corporation is being formed. While most corporations are formed for an indefinite period, it is possible to set up a specific limited life. Often the reason for creating a corporation is because the life span of the business is unlimited. Incorporation documents will require: the names and address of incorporators, location of the registered corporate office in the state, the maximum amount and type capital stock to be issued at the time of incorporation, a provision for preemptive rights, a provision for regulation of internal affairs of the corporation, names and addresses of corporate directors until the first stockholders’ meeting, and the right to amend or repeal provisions within the certificate of incorporation. The above requirements cover incorporating as either a C Corporation or SubChapter S Corporation. However, the Subchapter S Corporation has several additional incorporation requirements such as: it must be an independent group not affiliated with any other, it may have only a single class of stock, no more than 35 stockholders (only individuals or estates may qualify as stockholders), and it must be a domestic corporation. Before signing any legally binding documents, consult with your attorney for legal advice. (Contributed by the Delaware SCORE Office.)

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