FORMING A CORPORATION, INCORPORATION

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HMS ENDEAVOUR

In 1768, explorer James Cook sailed the Endeavour on an expedition to chart the transit of the planet Venus. He returned to England in 1771, having circumnavigated the globe and charted the coasts of New Zealand and eastern Australia for the first time in history. A replica of James Cook's Endeavour is pictured above.

ONLINE INCORPORATION QUESTIONNAIRE.

DISCLAIMER: YOUR SUBMISSION OF THIS ONLINE INCORPORATION QUESTIONNAIRE DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND ENDEAVORLEGAL, ATTORNEYS AT LAW.

CLICK HERE TO CONTACT TO ONE OF OUR BUSINESS LAWYERS AND BECOME AN ENDEAVORLEGAL CLIENT.

ARE YOU READY TO INCORPORATE YOUR BUSINESS? If so, complete our Online Incorporation Questionnaire as completely as possible so that we can assist you in the incorporation process. Once you become an ENDEAVORLEGAL client, one of our corporate lawyers will contact you to discuss the information included in your submission. Your answers here and during telephone conferences with ENDEAVORLEGAL lawyers will permit us to draft documentation specifically tailored to your business venture's particular needs and file the required incorporating documents with the Secretary of State of the appropriate jurisdiction.

IS A CORPORATION THE BEST CHOICE OF ENTITY FOR YOUR BUSINESS? You should complete this Online Incorporation Questionnaire only if you are sure you want to operate your business under the umbrella of a corporation. If you are not sure whether a corporation, limited liability company or some other business entity is best suited for the needs of your business, please click here to complete our Online Choice of Business Entity Organization Questionnaire.

THE QUESTIONNAIRE

1 OF 17. NEW OR EXISTING BUSINESS?

2 OF 17. PRINCIPAL OFFICE.

Insert the address of the principal business office of the corporation. The address you provide may be a home office; however, state law prohibits use of a post-office box as a corporation's principal office.

The books and records of the corporation must be maintained at the corporation's principal office.

Number and Street

Suite or Office Number

City or Town

County

State

Zip Code

3 OF 17. FEDERAL TAX IDENTIFICATION NUMBER AND FISCAL YEAR.

Federal Tax Identification Number: Have you applied for a Federal Tax Identification Number (also known as the Employer Identification Number or EIN) for your corporation?

Fiscal Year (FY): What date will be the Fiscal Year End for the corporation?

NOTE: A corporation electing "S-corporation status" is required to use the calendar year as its fiscal year (December 31) unless it can demonstrate to the Internal Revenue Service that different fiscal year serves a valid business purpose.

4 OF 17. NAME OF THE CORPORATION.

Please insert the desired name of the corporation to be organized exactly as you wish it to appear on public records. The name you select may not be available with the Secretary of State; please list two alternative names we can check for availability.

NOTE: The legal name of the business must include one of the following suffixes "Corporation", "Incorporated", "Company", "Corp.", or "Inc." In addition, a corporation’s name can not be likely to mislead the public, and it may not too closely resemble the name of another corporation organized or registered as a “foreign” corporation in the state of incorporation.

1st Choice (Omit Suffix):

2nd Choice (Omit Suffix):

3rd Choice (Omit Suffix):

Preferred Suffix:

5 OF 17. DESCRIPTION OF THE BUSINESS OF THE CORPORATION.

Describe the general character of the business your corporation is anticipated to engage in (or presently engages in).

EXAMPLES:

"The general character of the business of the corporation is the provision of interior design and related services."

"The general character of the business of the corporation is the production and distribution of DVDs and the provision of related marketing services."

"The general character of the business of the corporation is the ownership, management and leasing of real estate."

The general character of the business of the corporation is:

6 OF 17. REGISTERED AGENT FOR THE SERVICE OF PROCESS.

A corporation's registered agent is the person who is designated in the incorporation documents filed with the Secretary of State to receive service of process or other important documents from the state. All corporations must choose a person to act as their registered agent. There are no restrictions regarding who can be a registered agent other than the person must be located in and available at a physical street address within the state during normal business hours.

Insert the name and address of the corporation's registered agent for the service of process.

Name

Number and Street

Suite or Office Number

City or Town

State

Zip Code

A corporation registered to do business in a state, or states, other than the state of incorporation must also have a registered agent in each state where it is so registered. If the business proposed to be incorporated plans to do business in a state, or states, other than the state of incorporation, please include the information for all additional registered agents in the "Additional Information" section below.

NOTE ABOUT THIRD PARTY SERVICE AS REGISTERED AGENT. Corporations often engage third parties to serve as registered agent for service of process in both in the state of incorporation and in other states where the corporation conducts business. There are certain advantages to engaging a third party to serve as the corporation’s registered agent: (1) addition of an extra layer of privacy (the name and address of the corporation’s registered agent is publicly available), and (2) third party service as registered agent ensures that if the corporation is named in a lawsuit, no one will surprise anyone at the office or home (if the corporation is run out of the house of one of the shareholders) with court papers.

ENDEAVORLEGAL can help you locate a company to provide registered agency services.

7 OF 17. OFFICERS AND BOARD OF DIRECTORS.

Insert the name and business address of each member of the management of the corporation. In most states, one person may hold more than one office or even every office. Members of management do not need to be shareholders of the corporation.

OFFICERS:

President

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Secretary

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Treasurer

Number and Street

Suite or Office Number

City or Town

State

Zip Code

ADDITIONAL OFFICERS: If you wish the corporation to have additional officers such as one or more Vice Presidents, Assistant Secretaries or Assistant Treasurers, please include the relevant information for such additional officers in the "Additional Information" section below.

BOARD OF DIRECTORS: In addition to officers, each corporation must have a board of directors. Although requirements vary from state to state, in general, a board of directors must consist of one or more individuals. If the corporation has more than one shareholder, the number of directors may not be less than three, except whenever there are only two shareholders, then there must be at least two directors. Directors do not need to be shareholders of the corporation.

Insert the name and business address of each director of the corporation. If you wish to have additional members of the board of directors, please include their information in the "Additional Information" section below.

Director One

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Director Two

Number and Street

Suite or Office Number

City or Town

State

Zip Code

Director Three

Number and Street

Suite or Office Number

City or Town

State

Zip Code

8 OF 17. ENDEAVORLEGAL ATTORNEY AS ASSISTANT SECRETARY.

It is often beneficial for the board of directors of a client corporation to elect an ENDEAVORLEGAL lawyer as an Assistant Secretary of the corporation with the limited power to execute documents to be filed with the Secretary of State on behalf of the corporation. This permits the client corporation to avoid time delays associated with ENDEAVORLEGAL mailing the corporation documents for signature and return for filing.

9 OF 17. S-CORPORATION ELIGIBITITY.

Will the corporation have more than one hundred (100) owners, have a fiscal year other than the calendar year OR will any of the shareholders of the corporation to be formed be (a) a corporation, (b) general or limited partnership, (c) pension plan, (d) charitable organization, (e) trust or (f) non-resident alien?

If you answered "Yes" above, the corporation may not elect "S-Corporation status."

10 OF 17. OWNERSHIP OF THE BUSINESS.

Upon formation, the corporation will have shareholder(s).

Check Only One Box.

Each shareholder will own an equal number of shares of the corporation.

Each shareholder will NOT own an equal number of shares in the corporation.

If you checked the second box, complete the following sentence.

The shareholders' ownership of shares of the corporation is anticipated to be as follows:

FEES ASSOCIATED WITH SHARE AUTHORIZATION:

California: The filing fee for a California corporation is not based on the number of shares authorized.

Delaware: The filing fee for a Delaware corporation is also based in part on the number of shares of stock the incorporators authorize for issuance. Click Here to view our New Delaware Corporation Filing Fee Calculator.

Massachusetts: The filing fee for a Massachusetts corporation's Articles of Organization is Two Hundred Seventy-Five Dollars ($275.00) for up to Two Hundred Seventy-Five Thousand (275,000) shares PLUS One Hundred Dollars ($100.00) for each additional One Hundred Thousand (100,000) shares or any fraction thereof.

New York: The fee for filing a New York corporation's Certificate of Incorporation is One Hundred Twenty-Five Dollars ($125.00) plus the applicable tax on shares required by the New York Tax Law. The minimum tax on shares is Ten Dollars ($10.00). The tax on Two Hundred (200) no par value shares is Ten Dollars ($10.00) for a total filing fee of $135. Most New York corporations are formed with 200 shares no par value. Corporations wishing authorize more than Two Hundred (200) shares no par value or (par value shares totaling more than $20,000) will incur a tax of as follows: Five Cents ($0.05)per share of no par value stock and 1/20 of one percent (.05%) of the par value of the shares that have a stated par value.

Will all of the shareholders be active participants in the business of the corporation or will some of the shareholders be investing shareholders only?

Describe in relevant detail what each shareholder is anticipated to contribute to the corporation in exchange for his/her shares of the stock of the corporation.

Examples include: Cash, Property, Time, Combination of those Three.

If the business is organized as a "C" corporation, the corporation is permitted to have more than one type of stock. For example, holders of one or more classes of "preferred stock" are permitted to have preferential rights to receive the corporation's profits over holders of common stock, and "sweat equity" shareholders' stock may be subject to a vesting period, etc.

If a corporation elects to be taxed as a "S" corporation, the corporation may authorize and issue one class of stock.

Check Only One Box.

The corporation will issue only one class of stock (Eligible for "S-Corporation" Status).

The corporation will issue more than one class of stock (Ineligible for "S-Corporation" Status).

If you checked the second box, please describe the characteristics of each class of stock as you envision them (i.e. common stock subject to vesting for operating owners, preferred stock for investor owners).

11 OF 17. OWNER'S OTHER BUSINESS ACTIVITIES.

Will any of the shareholders engage in business or be employed other than in association with the corporation?

Check Only One Box.

No.

Yes.

If you answered "Yes", please describe the nature of the outside business activity or employment for each affected shareholder:

12 OF 17. GOVERNMENTAL REGULATION.

Will the business of the corporation be subject to any Federal, state or municipal licensing or regulatory board?

Examples: Medical Practice, Law Practice, Real Estate Brokerage/Agency, Business Selling Liquor and Food, etc.

Check Only One Box.

No. The business of the corporation will not be subject to governmental licensing and regulation.

Yes. The business of the corporation will be subject to governmental licensing and regulation.

If you selected "Yes", list the names of the licensing/regulatory boards:

13 OF 17. BUY-BACK OF OWNERSHIP INTERESTS.

Will the stock of the corporation be subject to "buy-back" by the corporation or other shareholders in certain circumstances such as death, disability, divorce, termination of a working association with the corporation, etc.

Check Only One Box.

No.

Yes.

If you answered "Yes" please describe the contemplated "buy-back" arrangements and events triggering the "buy-back" as completely as possible.

14 OF 17. EMPLOYEES.

Will the business hire employees other than the shareholders in the near future?

Please do not include independent contractor the business plans to retain.

Check Only One Box.

No. We will not hire employees in the near future.

Yes. We will hire employees other than the owners in the near future.

15 OF 17. US CITIZENSHIP/RESIDENCY/IMMIGRATION STATUS.

Describe the US citizenship, residency and/or immigration status of each proposed shareholder.

In addition, note whether each such shareholder will be an investor only or also perform work for or on behalf of the business or otherwise serve in a capacity similar to that of an employee of the business.

It is important for individuals to comply with all applicable Federal immigration laws regarding their association with the business venture and not attempt to circumvent their immigration status by investing in or otherwise associating with the business venture. We do not represent clients attempting to circumvent their residency status in the United States.

ENDEAVORLEGAL does not practice immigration law, but we are willing to work with immigration lawyers selected by you in regard to any immigration issues relating to the business of the company.

16 OF 17. ADDITIONAL INFORMATION.

Please include any additional information you would like us to consider and any questions you may have below.

17 OF 17. NAME AND CONTACT INFORMATION OF PERSON MAKING SUBMISSION.

Please include your name and contact information so that we can get in touch with you regarding your submission.

Name (First, Last)

Telephone Number

Best Time to Call

E-Mail

City or Town

State

PRESS SUBMIT TO SEND YOUR INFORMATION TO ENDEAVORLEGAL

WARNING:

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