Corporation (C or S)

Registering a C or S corporation involves several steps and legal requirements. Here's a general guide on how to register both types of corporations:

  1. Choose a Business Name: Select a unique name for your corporation that complies with your state's naming requirements. The name must not already be in use by another business entity in your state.

  2. File Articles of Incorporation: Prepare and file articles of incorporation (sometimes called a certificate of incorporation) with the Secretary of State's office or the appropriate state agency. This document officially establishes your corporation as a legal entity and includes important information such as the corporation's name, purpose, registered agent, and stock structure.

  3. Determine Corporate Structure: Decide whether you want to form a C corporation or an S corporation. C corporations are subject to double taxation, while S corporations provide pass-through taxation. Consult with legal and tax advisors to determine which structure is best for your business.

  4. Obtain an EIN: Apply for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS). An EIN is a unique nine-digit number used for tax purposes and is necessary for hiring employees, opening a business bank account, and filing taxes.

  5. Draft Corporate Bylaws: Create corporate bylaws that outline the internal rules and procedures for governing your corporation. Bylaws typically address matters such as shareholder rights, board of directors' duties, officer roles, meeting procedures, and voting requirements.

  6. Hold Initial Board Meeting: Hold an initial meeting of the board of directors to adopt corporate bylaws, appoint officers, authorize issuance of stock, and handle other organizational matters.

  7. Issue Stock Certificates: Issue stock certificates to shareholders to document their ownership interests in the corporation. Maintain accurate records of stock ownership in the corporation's stock ledger.

  8. Apply for S Corporation Election (if applicable): If you choose to operate as an S corporation for tax purposes, you must file Form 2553 with the IRS to elect S corporation status. This must be done within a certain timeframe after incorporating your business.

  9. Register for State and Local Taxes: Depending on your location and business activities, you may need to register for state and local taxes such as sales tax, income tax, and employment tax. Check with state and local government agencies to identify any tax obligations and registration requirements for your corporation.

  10. Comply with Ongoing Requirements: After registering your corporation, you'll need to comply with ongoing requirements such as filing annual reports, holding regular meetings of shareholders and directors, maintaining corporate records, and paying any required fees or taxes.

  11. Seek Legal and Financial Advice: Consider consulting with legal and financial professionals who specialize in corporate law and taxation. They can provide valuable guidance throughout the registration process and help ensure that your corporation is set up correctly.