- Select name. Check with Secretary of State on availability of name and reserve it with Secretary of State. See Corp C §201(c).
- Prepare articles.
- Obtain approval, if necessary, from appropriate licensing board for use of fictitious business name.
- Prepare bylaws.
- Have incorporator(s) and named first director(s), if any, sign articles. Have signature(s) acknowledged. Corp C §200(b).
- File articles with Secretary of State and request two certified copies. Corp C §§110, 209.
- Order corporate package, if desired, including, e.g., seal, stationery.
- Draft contract documents and arrange to assign existing contracts.
- Give required notice of first meeting of board of directors or secure waiver of notice. Corp C §307(a)(3).
- Hold first meeting of board of directors:
- Elect temporary chairperson and secretary of meeting.
- Adopt bylaws.
- Adopt corporate seal.
- Adopt form of stock certificate.
- Adopt other resolutions relating to formation of corporations.
- Adopt resolution to apply for certificate of registration and authorize registration fee, if necessary.
- Adopt insurance or personal guaranty resolution.
- Approve contracts and agreements prepared earlier. Note, however, that no contracts may be executed on corporation’s behalf until certificate of registration has been issued.
- Adopt resolutions to open bank accounts and to authorize officers to endorse checks and conduct other bank transactions.
- Adopt resolutions setting salaries of officers and approving employment contracts with officers or other employees and restrictive stock agreements.
- Adopt resolution authorizing payment of costs and expenses of organizing the corporation.
- Adopt resolution designating principal office of corporation.
- Adopt tax resolutions.
- Prepare corporate books and minutes of first meeting.
- Prepare and submit application for certificate of registration (including required data, documents, and registration fee) to appropriate professional board.
- Issue stock with appropriate legend as specified in rules of appropriate board. See, e.g., 16 Cal Code Regs §1060(d); Law Corp R 3.157.
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