Here is a checklist when starting a corporation:
___ 1. Articles of incorporation filed with the state.
___ 2. Certificates of assumed name filed with the state.
___ 3. S corporation election on form 2553 filed with the Internal Revenue Service (IRS) within 75 days of beginning of taxable year.
___ 4. Form SS-4 filed with the IRS for employer’s identification number. The form may be filed online at
http://www.irs.gov.
___ 5.File with the respective state for Unemployment Insurance to determine employer’s liability for unemployment insurance.
___ 6. File with the state to register for sales, use, withholding, and single business tax.
___ 7. Corporate minute book prepared, including the following:
___ a. filed copy of articles of incorporation
___ b. bylaws
___ c. election of directors by incorporators
___ d. minutes of first meeting of board of directors
___ e. issuance of stock certificates
___ 8. UCC-1 financing statement filed with Secretary of State to perfect security interest granted in secured note.
___ 9. Promissory notes for payment of stock drafted and executed.
___ 10. Leases of personal property and/or real estate to corporation drafted and executed.
___ 11. UCC-1 financing statement filed with Secretary of State as precaution to cover equipment leased to corporation.
___ 12. Deeds and/or bills of sale to transfer assets to the corporation pursuant to a taxable sale or nontaxable exchange for corporate stock drafted and executed.
___ 13. Employment contracts drafted and executed.
___ 14. Shareholder agreement drafted and executed.
___ 15. Medical reimbursement plan to employees drafted, executed, and distributed.
___ 16. All other contracts and documents with shareholders and third parties necessary to start the business negotiated, drafted, and executed.
___ 17. All state and local licenses required to operate the business obtained.
___ 18. Insurance coverage on the business reviewed with the client and its insurance agent.
___ 19. Copies of the articles of incorporation sent to the client to open bank accounts and copies of executed bank forms obtained.
___ 20. Copies of all corporate contracts and the minutes of the first meeting, stock certificates, and S corporation election sent to the corporation’s accountant. (If he or she will have anything to do with setting the sale price on the stock purchase, have the accountant review the shareholder agreement.)
___ 21. The shareholder agreement discussed with the client’s life insurance agent. The necessary change of beneficiary forms obtained from the life insurance agent and whatever is required to properly fund the buyout with insurance completed if required by the agreement. A split-dollar agreement drafted and executed, if advisable.
___ 22. The fee for the incorporation and the necessity to elect to deduct the fee over 180 months under IRC 248 discussed. The fee for other legal services that may be immediate expenses discussed. Engagement letter sent to client.