How to become Incorporated

How to become Incorporated

Steps in Incorporation

1 prepare articles of incorporation

2 signing the articles by one + of the incorporators

3 filing the articles with the Secretary of State while paying the fees

4 Receive receipt from SoS

5 Holding a meeting to adopt bylaws, elect officers…


Articles of Incorporation

Must have name which must include the word corporation, incorporated, company, limited, or abbreviations of them

Must have initial capitalization


Must file an annual report and pay fee


Close Corporations

–          Fewer than 50 shareholders


Defective Attempts to Incorporate

Managers and shareholders liable for obligations of the defective corporation

Contracts can be broken


De Jure Corporation

Promoters substantially comply with the mandatory conditions precedent


De Facto Corporation

3 requirements

  1. There is a valid statute for which the corporation can be organized
  2. Management makes an honest attempt to organize under the statute
  3. They act as if they were a corporation


Corporation by Estoppel

Manager states he is with a corp and makes a contract, failure to be a corporation not excuse for manager not to complete contracted duties


Liability for defective corporation

Partners generally have unlimited liabilities for contracts and torts of company


Incorporation begins when articles filed and the filing is conclusive proof


How to become Incorporated

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