Once you file the Articles of Incorporation with the Secretary of State (or Articles of Organization if you are an LLC), there are several additional things that you have to do. Here is a checklist of additional things you should do after starting a business:
- Qualify to do business in any states where you are doing business but not incorporated. (For example, if you are incorporated in Delaware but have an office in California, then you will need to file papers with the California Secretary of State to qualify to do business in California.)
- File for a Fictitious Business Name. You may still have to do this, even if you are a corporation, depending on your business names and branding.
- File for local (city, county and perhaps state) business licenses or pay business taxes.
- File for a Federal EIN (tax number) in the name of the corporation. Make sure you have a state tax number, sales tax numbers, labor tax numbers, etc. as needed.
- Obtain a corporate binder and seal for minutes, bylaws and share certificates.
- Take the certified incorporation paperwork that you received back from the Secretary of State, along with your EIN, to your bank and open a corporate account. Make sure that the words “President” or “Authorized Signature” is over or under the signature line.
- Have the organizational meeting of the shareholders, appoint officers to the corporation, and authorize officers to conduct business. Keep minutes for this and enter them into your corporate book. Issue shares and adopt by-laws. Speak to your corporate lawyer about these documents, as a lawyer can draft them up for you pretty quickly and can advise you on how to comply with all corporate recordkeeping requirements. This is also required for LLCs. If you are issuing stock or have business partners, you need to be especially careful about how you go about this.
- If you were already in business, change all stationary, stamps, business cards, websites, email signatures, contracts, vendor accounts, etc. to state the name of the corporation as stated on the Articles of Incorporation. If you are just starting out, then purchase these items as needed, but always use the name of the corporation (not your personal name).
- Notify all of your customers (in writing) of the existence of the new corporate entity.
- Answer the telephone with the correct, full name of the corporation.
- Transfer business assets to the corporation.
- Open a new set of books for your accounting and discuss the transfer of assets with your accountant.
- Set a salary for each officer using industry standards. You may wish to do this at the organizational meeting of the board of directors.
- Contact your payroll company and employment lawyer for their assistance in conversion to a corporation. Your employees (even if they worked with you before) are new hires to the corporation, and new tax documents, hire forms, personal policies, and various wage issues need to be dealt with.
- File your officer disclosure and agent statements with the Secretary of State.
- Comply with securities filings (stock filings) and UCC filings requirements (if any).
- There are many scams out there that you may receive in the mail about complying with various corporate requirements. Despite the fact that these letters look official, they are solicitations by shady or fraudulent people and are not from the state. Keep on the lookout for these solicitations, and do not fall for them. They will charge you exorbitant fees for little to no benefit.
In addition to the things on this checklist, there are many other things to consider when starting a business. If you want to set yourself up for success and save yourself from expensive messes later on, then take the time to do these things up front. Please contact our business law, employment law, and real estate law attorneys for a consultation today.
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