The biggest downside to establishing a business in the United States is the paperwork. There’s a lot of legal documents you are required to have regardless of what type of business structure you decide to set up.
As an experienced business lawyer, you can contact me at firstname.lastname@example.org and I can help you with some of the more confusing paperwork. More importantly, I can make sure you have all your documentation in order.
New Company Document Requirements
Regardless of what type of business structure you decide to form, there are four main areas of documentation you need including formation, governance, ownership, and taxation.
Keep reading for a break down on some of the key documents you need as well as an explanation of what they are.
To establish a corporation in the United States, there is one optional and four essential documents you need including the articles of incorporation, bylaws, minutes, shareholder agreements, and shareholder certificates.
Articles of Incorporation
Whether you file a general, close, benefit, or non-profit corporation, you will receive a certificate of incorporation which includes your articles of incorporation.
The Certificate of Incorporation is just validation and evidence that you registered your business as a corporation with the state.
The Articles of Incorporation contains all your businesses’ basic information including the company name, stock amounts, stock types, purpose, the name and address of the registered agent, and the name of the person incorporating the business.
Organization minutes – also known as meeting minutes – are a formal way of keeping track of everything that is discussed during any business meetings. Meeting minutes should be taken during any formal Board of Directors or shareholder’s meeting.
Legally, a corporation is not required to have bylaws. Whether your corporation should have bylaws really depends on the nature of your business.
The purpose of corporation bylaws is just to have a concrete set of rules everything within the corporation is expected to honor and obey.
A shareholder agreement is often referred to as a stockholder agreement. It is merely the contract between the corporation and the shareholder establishing the limitations of their relationship.
Shareholder Share Certificate (For Each Shareholder)
Also referred to as a stock certificate (or certificate of stock), this certificate is merely proof of a shareholder’s ownership in a business.
Limited Liability Company (LLC)
To form an LLC in the United States, you need three key documents including articles of organization, an operating agreement, and member certificates.
Articles of Organization
When you register an LLC, you will also receive a Certificate of Formation which includes the Articles of Organization
The Certificate of Formation is just validation that you registered the LLC with the state.
The Articles of Organization contains all of the basic business information including the name and address of the LLC and registered agent. It also includes information about other owners/members.
The Operating Agreement of an LLC is the legal document that establishes member and owner duties. Basically, this is where you establish what each member/owner can and can’t do and what they are and are not responsible for.
Member Certificate (For Each Member)
Just like shareholder members in a corporation, LLCs issue member certificates to establish the stake each member has in the business.
Whether you are forming an LLC or a corporation, it is beneficial to reach out to an experienced business attorney who can assist you in drawing up the proper documentation and paperwork.
Contact me at email@example.com to avoid experiencing any delays because of a paperwork mistake.
IRS Form SS4: Application for Employer Identification Number
Regardless of what type of business structure you are opting to form, you are required to fill out the SS-4 form to apply for an employer identification number (EIN).
Your EIN is just a nine-digit number assigned to you on behalf of your business that is used for taxation purposes.
It is important to keep in mind each EIN should be unique to your business. So, if you have more than one business you should have more than one EIN.
You cannot reuse an EIN for a secondary business.
To protect your new business venture, always keep certified copies of all required documents.
What To Do Next
Understanding all the terminology in the paperwork and required documentation can be confusing and overwhelming. This is especially true for a new business owner that has never done this before.
Contact me at firstname.lastname@example.org and I can help you with all the paperwork and legal terminology. There’s no reason to struggle through it by yourself.
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