- 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.
► Getting Legal Help
AXIS Legal Counsel’s Business and Corporations Practice provides legal advice to numerous businesses with a wide range of business matters. Axis represent small, medium-sized, and large business clients with a wide variety of business and corporate law matters. We represent early-stage companies as well as established businesses on a wide variety of business law matters, ranging from contracts and transactions, intellectual property, labor/employment law, business financing, mergers and acquisitions, real estate, insurance, business succession planning, and general advice and counsel. For information on retaining AXIS Legal Counsel to represent your business in connection with any legal matter, contact [email protected] or call (213) 403-0100 for a confidential consultation.
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