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Incorporation Specifications

Incorporation Specifications
LLC Specifications

ARTICLES OF INCORPORATION

• Standard Paragraphs
  • Name of Corporation
  • Name and Address of Registered Agent and Office
  • Authorized Shares
  • Name of Incorporator
  • Declaration of Close Corporation (Optional )
  • Indemnity of Directors

NEWSPAPER PUBLICATION

ORGANIZATIONAL MINUTES

• Accept Charter
• Set Price of Stock
• Section 1244 Election
• Acceptance of Subscription
  • Subscribers, Shares, Purchase Price
• Adopt By-Laws
• Accept Seal
• Elect Officers
• Designate Bank (The Bank Is Left Blank to Be Filled in Later If Bank Not Provided at Time of Placing the Order)
• Adopt Certificate
• Set Fiscal Year (January 1 to December 31)
• Authorization to Pay Organization Expenses
• Ratification of the Acts of the Incorporator and Attorney

STOCK SUBSCRIPTION AND INVESTMENT LETTER

• Representation That Stocks Are Being Purchased for Investment Purposes
• Statement That Stocks Will Not Be Registered under the Securities Act
• Agreement to Restrictions on Transfer
• Subscribers, Shares, Purchase Price
• Acceptance by Corporation

OTHER MINUTE FORMS

• Subchapter S Election Minutes (Form 2553 required by the IRS is not included)
• Medical Reimbursement Plan
• Promissory Note to Shareholder and Companion Resolution
• Bill of Sale from Shareholder to Corporation and Companion Resolution
• "Emergency Director" Resolution
• Form of Unanimous Resolution of Board of Directors
• Form of Certified Resolution
• Form of Annual Shareholders Resolution
• Form of Annual Board of Directors Resolution

BY-LAWS

• Table of Contents
• Standard Georgia By-Laws Laser Printed With Name of Corporation Filled In

CORPORATE KIT

• Slip Box & Binder - Black 1.5" Binder with Corporate Name on the Spine
• Divider Tabs - Five (Incorporation, Minutes, Bylaws, Stock Certificates, and Stock Transfer Ledger)
• Share Certificates - 1 Specimen and 20 Numbered Green Certificates, with Shareholders' Names Preprinted. Share Certificates Are Signed by President and Secretary Unless Specified Otherwise
• Cancellation Sheets - 20
• Stock Transfer Ledger Booklet
• Corporate Seal - 1 5/8 " Diameter with Year of Incorporation Included at no Extra Charge. (A 2" Diameter Seal Is Required for Corporate Names Exceeding 40 Characters - Extra Charge)
• Pouch For Corporate Seal

MEMORANDUM

• New Corporation Start-Up Checklist
• Obtaining a Federal Tax ID Number
• Sub-Chapter S Qualification
• Opening a Bank Account
• Obtaining a State Tax ID Number
• Obtaining a Department of Labor (Unemployment) Tax ID Number
• Obtaining a Sales Tax ID Number
• Conducting Organizational Meeting
• City and County Business Licenses
• City and County Real and Personal Property Taxes
• Independent Contractor vs. Employee Status
• Worker's Compensation Insurance
• I.N.S. Form I-9
• Federal Payroll Taxes
• Georgia Payroll Taxes
• State Unemployment Taxes
• Georgia Sales and Use Tax
• Annual Return to Secretary of State
• Federal Income Tax Returns
• Georgia Income Tax Returns
• Doing Business Out of State
• Trade Name Registration
• Trademark Registration
• Georgia Business Outreach Services (Small Business Development Centers)
• Amortization of Organizational Expenses
• Sales of Securities
• Issuing Additional Shares and Transfer of Shares by Shareholders
• Annual Minutes Requirements