IncFile.com - Business Incorporation Solutions

The Corporate/LLC Kit is a professional binder enclosed in a matching slip case, customized with the name of your company on the spine insert. It comes with a metal die-cast corporate embossing seal with its own carrying pouch, customized with the name of your company and the date and state of formation. It has a set of 6 Mylar Reinforced Index Tabs, 25 custom printed stock or membership certificates with 25 full page stubs. It also comes with a variety of corporate forms on CD-Rom. The kit can be added to your order of our standard formation service, and it is included with the Premium Package.

Unless you plan on having a large, multi-state operation, it is generally best to form your company in the state in which it is located.

Generally speaking, most states will expect you to be registered with them if there is substantial ongoing business and/or a physical presence in that state. If you do form your company in a state other than the one in which your company is located, you may ultimately need to register your company as a foreign (out of state) company with your home state, which will subject you to all of the fees, taxes, and regulations of that state.

No, it does not. An attorney is not a legal requirement to form a Limited Liability Company. While we always recommend consulting the appropriate legal and accounting specialists, we can take care of the filings for you and save you the attorney fees.

Almost every state requires a corporation or an LLC to have a Registered Agent (sometimes called a resident agent, statutory agent, or agent for service of process). The Registered Agent address is the address that will be used by the state for any official legal and tax correspondence. The Registered Agent address must be a physical, in-state street address; P.O. Boxes are not acceptable. If needed, IncFile can provide you with a Registered Agent for only $99.00 per year, and any official legal and tax correspondence from the state will be forwarded to your billing/shipping address.

NOTE: If you require us to provide a registered agent, the address cannot be used as a general business/mail forwarding address. Only official legal and tax correspondence from the state will be forwarded, and any other mailings to the registered agent may result in additional charges.

Absolutely not. Being formed as a Nonprofit Corporation does not automatically mean that the corporation is tax-exempt for federal and, in some instances, state income tax. A “tax-exempt” Corporation is a distinctive entity that has gained an exemption from income tax liability. A Nonprofit Corporation is not eligible for exemption from income tax liability until it applies for and has been approved by the IRS for tax-exempt status.

The majority of states require Nonprofit Corporations to have a minimum of three directors. However, some states allow for less than three directors. A small number of states require only one director.

Yes, a Nonprofit Corporation may pay a reasonable salary to its officers, directors and/or employees for services rendered to the Nonprofit Corporation and associated to its exempt purpose.

You are not required to form your nonprofit in the state where it will be physically located. However, practical matters in choosing a location to incorporate should be taken into consideration, such as the state fees and the taxation laws governing that state. If your nonprofit corporation will have only a few officers or directors and most of the activities will take place in one state, it is advisable to incorporate in that state. The disadvantages of not incorporating in your home state include the requirement of having to qualify to do business in a foreign state, being subjected to taxes in both your state of incorporation and the state in which you conduct business, and being susceptible to a law suit in your state of incorporation as well as the state in which you conduct business.

You should choose a name that represents the purpose of your nonprofit corporation. If you incorporate through IncFile, we will request a first and second name choice for your nonprofit and complete a name availability search to assure that your name is available and not deceptively similar to any other legal entity. Further, you must choose a name that clearly indicates that your nonprofit is incorporated, by including the words “Corporation”, “Incorporated”, “Corp.”, or “Inc.” in your name.

You must incorporate the nonprofit organization in your particular state, which consists of filing your organization’s articles of incorporation with the state. It is important that your organizing documents contain the required language and specific clauses, such as a detailed exempt purpose statement, to ensure that your nonprofit will meet the requirements to qualify for Federal 501(c)(3) tax-exempt status. If you choose to incorporate your nonprofit through IncFile, you only need to complete the online order form. IncFile will prepare and file your organizing documents.

A Nonprofit Corporation is a Corporation whose principal purpose is public benefit and not for producing a profit. A Nonprofit Corporation may not distribute income to benefit its officers and/or directors. More importantly, a Nonprofit Corporation is not an ordinary business and should not be used as an alternative form for a business with the primary purpose of generating a profit.

A corporation consists of all three: officers, directors and shareholders. Shareholders are the owners of the corporation and elect the directors. Directors guide and are involved in the fundamental decisions of the corporation on behalf of the shareholders. Officers are selected by the directors and run the day-to-day operations of the corporation. These do not need to be separate people. Any person can fill all three positions. In small businesses, one person can be the only shareholder, the only director, and the only officer.

The bylaws of a corporation are an internal document that contains rules for holding corporate meetings and carrying out other formalities according to state corporate laws. Bylaws are not filed with the state.

Once you receive the filed Articles of Incorporation, which signifies the formation of the corporation by your state, your corporation will need to hold an organizational meeting of the initial shareholders and directors. At this meeting the directors will typically adopt corporate bylaws, distribute corporation stock to initial shareholders, and appoint corporate officers. Also, in most states, directors must meet at least once a year, as directors typically must be elected (or reelected) each year. At the annual meeting the board members accept their election to the board, and transact any other necessary business. The date, time, and location of the annual meeting is typically specified in the bylaws. Written notification of the annual meetings is not usually required, but it is probably a good idea. Other regular meetings may be held as spelled out in the bylaws. Special meetings may be called, and it is typically required that directors receive written notice of the date, place, and purpose all special meetings of directors.

NOTE: It is important to observe these formalities and take corporate minutes of the required meetings. Failure to follow these formalities and properly document your meetings (i.e. keeping minutes) can place your corporate status in jeopardy. The necessary record keeping material, sample bylaws, and stock certificates are included in the Customized Corporate Kit provided by IncFile.

A Corporation is managed and run by its directors and officers. The directors are appointed by the shareholders and are responsible for the overall management and corporate governance of the corporation. The directors appoint the officers who are responsible for the day to management and operations of the corporation. The typical officer positions are president, vice-president, treasurer, and secretary, although there can be more and sometimes different titles are used. In most states only one director and one officer is required, and they can usually be the same person.

Yes, a Nonprofit Corporation may generate a profit. Non-profit does not literally mean that a Corporation cannot make a profit. A Nonprofit Corporation can acquire more income that it spends on its exempt purpose. This profit can be utilized for operating expenses, including salaries. However, a Nonprofit Corporation may not utilize its income to profit any director or officer.