Info on Incorporating

By Linda Kerr

Note: none of the following should be construed as legal advice; I'm just relating what I've learned from my own experiences.

First Steps to Incorporating
Afterwards
Alabama
Georgia
Other States
Incorporate HQ: Incorporate in Alabama - A really good site about incorporating


First Steps to Incorporating:

Incorporation is a fairly simple matter, and can usually be done by an individual without use of a third party. The forms are generally available on-line. There are a few steps you have to go through, in any state.

1. You must first reserve your corporation's name. You may or may not be able to do this on- line; if not, call the Corporations Division of the Secretary of State's office in the capital city. Note that this is not the same as registering your name; some states require this on a yearly basis, some don't.

2. You must decide on your officers/directors (different states have different requirements; three is an average number, consisting of President, Vice-President, and Secretary/Treasurer).

3. You must choose a registered agent. This person simply receives mail from the state and federal government, but the law requires that this person be at a street address during business hours (Mon-Fri, 8-5). If you know someone who works out of their home, they'd be perfect. They are not required to be a member or officer of the corporation.

4. Download and fill out the Articles of Incorporation for your state, or write your own with all required fields included. Mail with fees and any other required paperwork to whatever state or county person is applicable.

5. Some states require that you publish a notice of intent to incorporate in the county newspaper, with a publication fee, usually by the next day after filing articles of incorporation.

6. The Internal Revenue Service requires corporations to apply for an Employee Identification Number; this doesn't cost anything. Info and Form.

7. To get a tax-exempt status, you must fill out a form from the Internal Revenue Service. Some organizations do not have to use specific application forms. The application an organization must use is shown in the Organization Reference Chart.

If your corporation will be a 501 (c)(3): Religious, Educational, Charitable, Scientific, Literary, Testing for Public Safety, to Foster National or International Amateur Sports Competition, or Prevention of Cruelty to Children or Animals Organizations, you will need Package 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code.

If your corporation is anything else, you will most likely need Package 1024, Application for Recognition of Exemption Under Section 501(a).

You can find these forms and more on-line at Exempt Organizations - Application Forms. The filing fee for these forms is $400.00, the paperwork is massive, and the process takes a while.

8. Other States: when you incorporate, you are only incorporating in one state, usually your own, unless you go ahead and incorporate in several other or all states. This can be very costly, so most people only choose to go with one state. However, after incorporating there, you can still do business in other states without formally incorporating there. This is called Registering, usually as a Foreign Corporation. The fees are usually small, but the status must be renewed yearly. Before you do this, however, do some research to see if you actually need to register as a foreign corporation. If you'll be selling products in another state, you'll definitely need to register. But if you'll just be holding religious services, you probably don't need to register. Each state is different, so be sure to check their codes, and even consider consulting an attorney.

Corporations or Similar Divisions in Other States.

Afterwards:

After incorporating, you'll have to think about taxes, both state and federal, and keeping all documents up-to-date.

If you've incorporated as a non-profit entity, you probably won't have to pay anything to either state or federal government, or even file anything. But do check with your particular state first. I do know that you don't have to file anything with federal unless your gross receipts are over $25,000. Alabama had me file a Domestic Corporation Franchise Tax Form, but I was exempt from paying anything. (The form doesn't tell you this - I had to call to make sure. Never be afraid to call the Corporations Division and ask!)

If your registered agent changes, you'll have to submit forms to that effect, with possible filing fees. Some states may also require notice of changes in officers or directors.

If you've registered with another state as a Foreign Corporation, you'll have to renew this status yearly, with possible fees.


Alabama:

Corporations Division: 334-242-5324

Secretary of State Corporations Division - read this for info on filing in Alabama.

Chart of Filing Fees

Name Reservation for Domestic Corporations

State of Alabama Domestic Nonprofit Corporation Certificate of Formation

Instruction: Mail one signed original and two copies of this completed form and the appropriate filing fees to the Office of the Judge of Probate in the county where the corporation's registered office is/will be located. Contact the Judge of Probate's Office to determine the county filing fees. (Minimum Probate Judge fee: $50.00) Make a separate check or money order payable to the Secretary of State for the state filing fee of $100.00 and the Judge of Probate's Office will transmit the fee along with a certified copy of the Certificate to the Office of the Secretary of State within 10 days after the Certificate is issued.


Georgia:

Georgia Corporations Division - Their main page; it includes many useful links, including a FAQ. Check this page out first.

Name Reservation - includes an Online Database to check for an existing name

Filing Procedures for Georgia Profit and Non-Profit Corporations

http://www.sos.state.ga.us/corporations/forms.htm Corporations Division Forms - The first form is the Transmittal Information for Georgia Profit or Nonprofit Corporations. Has to be sent with the Articles of Incorporation and $60.00 to the Secretary of State.


Other States:

Corporations or Similar Divisions in Other States - Georgia's Secretary of State's page offers this wonderful link. Check with your particular state about their laws and requirements for incorporating.


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