Starting a business requires a variety of business documents: documents to form
your corporation, documents to comply with various state and local regulations,
and documents that must be filed periodically to remain in compliance. As a small
business owner, it's your responsibility to file and maintain all of your required
documents.
Here are a few common business documents your corporation will probably encounter,
either during formation or over the course of your corporation's life.
Articles of Incorporation
The Articles of Incorporation are your business's formation document. They will
include basic information about your business, including:
-
Corporate Name—subject to state name availability in each state, your
corporate name is typically required to include the word "Corporation," "Incorporated,"
or an accepted abbreviation of one of these terms.
-
Registered Agent—a requirement in nearly all states (notable exceptions
being Minnesota and New York), the registered agent is the public contact on file
for your business. Either an individual or a business may act as a registered agent,
though some states require a business to register with the state as a commercial
registered agent in order to act as such.
-
Registered Office Address—while a mailing address may be a PO box,
the office address of the registered agent is required to be a physical address
within the state of incorporation.
-
Shares—the amount of shares must be specified, as well as an explanation
of any other classes of shares, if applicable.
-
Incorporator—multiple incorporators are usually allowed, but typically
just one is necessary. The incorporator is the person who executes the Articles;
he or she is typically not required to have any other official connection with the
corporation.
In addition to this basic information about your business, your Articles of Incorporation
may have additional articles or clauses as required by your state or your specific
regulatory requirements.
Note: It's important to keep a copy of your Articles of Incorporation, along with
the rest of your business documents, on file for future reference. Some agencies
or financial institutions may require certified copies of the Articles of Incorporation,
which can be either be obtained from your state at the time of incorporation or
ordered separately at a later date.
Annual Report
Many states require Annual Report filings, sometimes known as Annual Renewals, beginning
the calendar year following your year of incorporation. Some states make Annual
Reports due on the anniversary of your filing date; others have a certain day on
which all Annual Reports are due regardless of the incorporation date. Still other
states, such as Pennsylvania, require a Biennial Report rather than an Annual Report.
Information contained in your Annual Report will depend on your state's requirements,
but they will typically include:
-
Filing Number—this number is provided by the state and should be printed
on your filed Articles of Incorporation.
-
Corporate Name
-
Registered Office Address
-
CEO's Name and Address
Note: This state-required Annual Report or Renewal should not be confused with the
more general "annual report" a business provides each year to its shareholders,
which details profits and losses for the year and projections for the following
year.
Corporate Bylaws
While your Articles of Incorporation provide important basic information about your
corporation and typically include a purpose statement, they do not provide direction
for specific actions of the corporation.
Upon formation, a corporation should formally adopt corporate bylaws. These corporate
bylaws will address procedures for future actions the corporation may take and situations
it may need to respond to, such as:
-
Basic information about the business, also typically found in the Articles of Incorporation
-
Compensation information about each director and corporate officer
-
Procedure for director or shareholder meetings
-
Replacing a director or corporate officer upon resignation or death
-
Removing a director or corporate officer from his or her position
-
Procedures for amending Articles of Incorporation or the bylaws themselves
-
Method by which corporate minutes and other records should be kept
-
Explanation of classes of stock and amount of shares authorized
In addition to the bylaws themselves, there are other supporting documents that
should be kept with the bylaws for the corporation's records: financial documents,
contracts with vendors or suppliers, loan and banking information, agreements with
officers and directors, and so on.
Corporate bylaws can be written from scratch and adopted by the officers and directors,
or ready-made templates can be downloaded; however, in either case, corporate bylaws
should be modified and tailored to the specific needs of the corporation. A lawyer
or legal advisor can give specific advice on the bylaws.
Note: If anything changes about the corporation, it's important to update the bylaws
so that current information is provided at all times. While it may be uncomfortable
to lay out official company responses to certain situations—no one wants to
think about the death of an officer, for example, or the forced removal of a director—it's
good business practice to be prepared for any contingency so there is always a clear
path forward in these already difficult situations.
Articles of Amendment
During the course of doing business, it's likely that information laid out in
your Articles of Incorporation may change. If this happens, your corporation is
required to inform the state by filing Articles of Amendment.
Nearly any information provided in Articles of Incorporation can be modified with
an amendment to the articles, including:
-
Corporate Name
-
Mailing Address
-
Board of Directors
-
Purpose Statement
However, there are some things about your business that cannot be changed by filing
Articles of Amendment. For example, your incorporator cannot be changed. Your filing
date and time may be able to be changed under some circumstances, but typically
not through Articles of Amendment; contact your Secretary of State's office to determine
whether this is a possibility for you.
While Articles of Incorporation may be executed by the incorporator, Articles of
Amendment must typically be executed by a corporate officer or director—someone
within the business with official authority to make these kinds of changes.
Note: In some states, changing a registered agent's address or switching to a new
registered agent entirely is done by filling out a specific amendment form called
a Registered Agent Change Form (or some type of similar terminology used in your
state).
Federal Tax ID Number Application
The Federal Tax ID Number Application, or IRS Form SS-4, is required by all businesses
that operate as a corporation, whether or not there are employees.
A Federal Tax ID Number, also known as an EIN or FEIN (Federal Employer Identification
Number), is a 9-digit number required by the IRS in order to identify your corporation.
You will use this EIN when submitting your federal tax return, as well as on any
other correspondence with the IRS during the continuation of your business.
Foreign Qualification
Registering in one state only gives you the legal authority to do business in that
state; if you decide to expand your business into a neighboring state, you'll likely
be required to register as a foreign corporation in that state by filing a Foreign
Qualification application.
While terminology differs from state to state, your foreign corporation application
will act in much the same way as your Articles of Incorporation did in your original
state: upon filing, a record of your corporation will be created and maintained
by the Secretary of State's office.
In order to file a Foreign Qualification, most states require that you obtain a
Certificate of Good Standing, or Certificate of Good Existence, from your domestic
state. Other states require certified copies of your Articles of Incorporation and
any amendments to the articles; other states require no proof of this at all, instead
requiring that you simply certify that you are in good standing with your domestic
state.