The Process for the Registration of a Corporation

by David Carnes
The corporate form protects investors from liability.

The corporate form protects investors from liability.

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The corporation is a business vehicle that offers investors limited liability for corporate debts and makes it easier for a company to raise money from investors. In exchange for these advantages, the corporation must register with the state government that forms it, and must comply with state law restrictions on corporate government and operations. Although state laws differ concerning the precise details of the registration process, the corporate formation laws of every state share many features in common. You can form a corporation on your own or through an online legal service provider.

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Step 1

Select at least one incorporator and one registered agent for the corporation. The incorporator signs the corporate formation document and swears that the information contained in it is true. The registered agent, who must have an in-state street address, receives all official correspondence on behalf of the corporation.

Step 2

Choose a name for your corporation, check to make sure it isn't already in use, and reserve the name with the state government so that no one takes it before the corporate formation document is filed. The website of the state's secretary of state normally includes both a name search function and an online name reservation form.

Step 3

Draft corporate bylaws that specify in detail how the corporation will be governed and operated. They should cover voting rights, share transfers, the appointment of directors, meetings of shareholders and directors, corporate record-keeping and amendment of the bylaws. Although states require corporations to adopt bylaws and keep them on file, they don't have to be filed with any state agency. If you don't adopt bylaws, the corporation could lose its limited liability.

Step 4

Complete the state's corporate formation document, and submit it to the secretary of state along with the appropriate filing fee. Most states refer to the formation document as the "articles of incorporation" or the "certificate of incorporation." Typically, it is only about a page long. You must supply the name of the corporation, the name and address of the incorporator, the name and street address of the registered agent, the number of authorized shares and the purpose of the corporation. The incorporator must sign it. Some states require the registered agent to sign it as well.

Step 5

Hold the corporation's organizational meeting. If directors have already been appointed, they should convene this meeting. If not, the incorporator(s) must convene the meeting and appoint the minimum number of directors required by state law. The meeting should also approve the bylaws, issue shares to shareholders, authorize someone to establish a corporate bank account and take care of any other preliminary matters. You must convene this meeting and record minutes even if there is only one director or incorporator.

Step 6

Obtain federal and state tax ID numbers. The federal tax ID number is called an Employer Identification Number (EIN). You can apply online using the IRS website. The procedure for applying for a state tax ID number varies by state.

Step 7

Apply for any licenses and permits that you need to do business. The nature of these licenses and permits varies depending on where the corporation does business and what type of business it does.