Meeting of the incorporators
- Determine the Corporate name (including alternatives).
- Decide upon the address and location of the business office.
- Why is the corporation being setup, for what purpose?
- Define the nature and scope of the business activities.
- What are the initial capital and investment requirements?
- Identify the types, classes and number of shares to be issued.
- Who will be the statutory agents?
Check at once with the secretary of state to see if the corporate name is available. Reserve name if deemed advisable.
Determine the name and addresses of the directors.
Establish corporate officers.
If the corporation is to take over a going business, a target date should be set at a time far enough in the future so that all the steps can be taken without unnecessary haste.
Assets & Liabilities
If the corporation is going to take over a business, determine what assets and liabilities are to be turned over or note to be issued in exchange.
Send notices of incorporation to all debtors and creditors of the former business.
File application for social security identification number, federal Form SS-4, after the first payday.
Workers Compensation and Unemployment Insurance
Obtain worker’s compensation and unemployment insurance coverage. If possible, obtain transfer of former business’s worker’s compensation credit or employment compensation merit rating.
Obtain a new sales tax vendor license on the first day of business. Do not use any tax stamp purchased by the former business; do not use the plate from the former business.
Election Under Subchapter S
Determine if the corporation is going to elect to be taxed as a partnership under Subchapter S. If so, prepare to and file IRS Form 2553, Election by Small Business Corporation. Note election can be made on or before the 15th day of the 3rd month of the election year.
Determine the date when the fiscal year will end.
If the new corporation is taking over an on going business, file sales tax, Federal Insurance Contribution Act (FICA), unemployment tax, worker’s compensation final returns for the old business within 30 days after the corporation takes over the operation of the new business.
County Auditor Notification
If the corporation is taking over an on going business that has already paid personal property tax, notify the county auditor immediately.
Have directors establish officers’ salaries and fill out IRS Form W-4 authorizing the corporation to withhold wages.
Select bank or banks and furnish a resolution authorizing a person to sign checks and negotiate loans.
Notify utilities so their accounts can be changed over to the corporation at the effective date.
Notify insurance agents so that insurance policies can be transferred to the corporation.
Determine if final IRS Form 940, Federal Unemployment Tax Return is to be filed for the old business.
Check on transfer of new license such as food, drug, cigarette, liquor, etc. Make sure all corporate information is accurately stated on the licenses.