Guide to Corporation Law

Choose a name and state

A good corporation name involves more than creative genius. Corporations need unique and functional names that are not already in use. Once you have found an effective name, quickly file for a trademark at the U.S. Patent and Trademark Office (USPTO).

I recommend: To find out if a name is taken, research possible names at the USPTO, check business directories like InfoSpace or conduct an Internet domain name search. You can incorporate in another state besides your state of residence. Nevada and Delaware are popular for tax reasons; other states such as Wyoming and New York are gaining popularity.

Take care of the people

Every corporation needs officers, shareholders and directors. Officers usually include a president, vice president, secretary and treasurer. Once these roles are assigned, the corporation will hold the first meeting of the board of directors and assign stock to its shareholders.

I recommend: Find specific duties and responsibilities for each position on Web sites like Coollawyer.

Create bylaws

Bylaws are the rules dictating how the corporation will be run. The board of directors is responsible for making and enforcing those rules.

I recommend: Materials to create bylaws can be found online.

File the paperwork

No matter what type of corporation you form (C, S or limited liability); it does not exist until the paperwork is filed with the state of incorporation. A C corporation needs to file Articles of Incorporation, Bylaws, Organizational Board Resolutions, Stock Certificates and Stock Ledger. An S corporation needs to file Articles of Incorporation, Bylaws, Organizational Board Resolutions, Stock Certificates, Stock Ledger, IRS Form 2553 and State S Corporation election.

I recommend: These forms are available online, as well as further information on C corporations and S corporations.