Fees &
Costs
¨
Standard Incorporation:
·
Corporate
Seal, Book & Certificates............................................................... $78.50
·
Dept.
of State Filing Fee.................................................................................... 35.00
·
Dept.
of State Registered Agent Designation Fee............................................. 35.00
·
Attorneys’
Fees............................................................................................... 150.00
¨
Special Charges:
·
Same
day/Next day Incorporation................................................................. $150.00
·
Certified
Copy of Articles of Incorporation................................................... $52.50
¨
Services Furnished:
·
Name
availability search.
·
Preparation
and filing of Articles of Incorporation.
·
Preparation
of Corporate Bylaws.
·
Preparation
of Organizational Minutes.
·
Corporate
Book and Seal.
·
Stock
Certificates.
·
Filing
Form SS-4 with IRS to obtain Taxpayer ID No.
·
Filing
application for “S” tax treatment with IRS (where applicable).
·
Service
as Registered Agent for initial year.
¨
Notes:
·
Standard
incorporation charges are based upon a closely held “for profit” corporation
only with a single class of stock issued.
Additional attorneys’ fees will apply if nonstandard provisions are
required in the Articles of Incorporation, or bylaws; or where more than one
class of stock is authorized. Entity
choice planning, shareholder agreements, employment agreements and other
related services are available on an hourly fee basis. The availability of a particular name cannot
be guaranteed until the Articles of Incorporation are accepted for filing by
the Dept. of State. Approval of a
corporate name and incorporation does not grant the right to infringe upon the
common law or registered trade names of existing businesses. If the corporation
will conduct its business using a fictitious name, additional registration of
the fictitious name is required.
·
Documentary
Stamp Taxes due on the issuance of stock certificates is not included.
·
Annual
costs and fees to maintain corporation in good standing are approximately
$225.00.
·
Fees
and Dept. of State costs for non-profit corporations and limited liability
companies will be furnished upon request.
·
Many
businesses can be conducted as a partnership or sole proprietorship, and do not
benefit from incorporation. You should
discuss the tax implications of incorporation and corporate ownership with your
accountant.
¨
Checklist For New Corporations:
ü
Is a corporation the
best entity choice for your business?
Investigate the tax, liability and other issues involved in operating as
a corporation.
ü
Select the desired name
for the new corporation. You should
have at least 3 alternative names in case the first choice is unavailable. Every corporation must include corporation, incorporated, company, inc.,
corp., or co. as part of its name.
ü
Will there be more than
one class of stock. In small
corporations usually only one class of voting stock is authorized. Occasionally, there are reasons to authorize
a second class of non-voting stock.
ü
Who will be the
shareholders?
ü
How much stock will be
issued to each shareholder? Typically
5,000 shares are authorized and an even number of shares is issued to each
shareholder to obtain the desired percentage of ownership. [ie: 100 shares to
each of 3 shareholders]
ü
Will the stock have a
par value and if so what will it be?
Typically a par value of $1.00 is elected.
ü
Is a subscription
agreement desired?
ü
Will the stock be
subject to restrictions imposed in a shareholder agreement? Shareholder agreements can restrict sales of
stock; grant shareholders the right to purchase the stock of other shareholders
in the event of disagreement or death; prohibit the pledge of stock to secure a
loan; and restrict ownership of stock to prevent the loss of “S” tax treatment.
ü
How large will the board
of directors be and who will be the initial members?
ü
Will all board members
be elected annually or will there be staggered terms? A corporation requires only one director.
ü
What offices will
created and who will be the initial officers? Typically there is a President,
Vice-President, Secretary and Treasurer.
Occasionally there is also a Chairman of the Board. A person can hold one or all offices.
ü
Are employment and
non-compete agreements desired?
ü
What will the official
corporate address be?
ü
What will the general
business activity be?
ü
Is “S” tax treatment
desired and will the corporation qualify?
ü
Who will be the
registered agent? This is typically the attorney.
ü
Who will be the
incorporater? This is typically the attorney unless there is a subscription
agreement.
ü
Does the formation of
the corporation and sale of stock constitute a “security”? If so, is registration required?
ü
What will be the
corporation’s fiscal year. Most
corporations are required by the IRS to use a January to December fiscal year.