Frequently Asked Questions - Corporations: Q. Can I Incorporate in More Than One State?

Frequently Asked Questions Corporations
Q.
Can one individual hold all positions within the corporation?
A.
Yes. Generally, a corporation must have a President, Treasurer, Secretary and at least one Director.
Q. Can I incorporate in more than one state?

A. Yes. You may incorporate in more than one state by forming new
corporations in additional states. However, one corporation can only be
incorporated (formed) in one state. Once legally formed, it may do
business in any state in the country, but it may have to fulfill
additional requirements depending on what states the corporation wants
to do business in. You should check with the incorporator and tell
them the places in which you want your corporation to do business.
Q. What is a registered agent and why does my corporation need one?

A. A registered agent, sometimes referred to as a resident agent, is someone who resides within the state
of incorporation. The registered agent is responsible for accepting official notices from the Secretary
of State and service of process in the event that the corporation is sued. The corporation also needs to
have a registered office in the State, which may or may not be its principal place of business.
Q. What about the registered agent in other states?
A.
If your corporation is qualified to do business in other states, those states will generally require a
registered agent in that state. For example, if your Texas corporation has filed the necessary
paperwork in Georgia to conduct business in Georgia, the state of Georgia will require a Georgia
registered agent. This may be an individual or another business entity that has a physical location in
the state of Georgia. Please note that a Post Office Box or other mail service is usually not
sufficient to qualify as a registered agent.
Q.
What does the registered agent charge?
A.
The charge varies. In some states you may serve as the registered agent for the corporation at no
charge. You may also have one of the officers or directors of the corporation serve at no charge as
part of their duties. You may also appoint a professional registered agent that serves as registered
agent for many corporations around the state, for a fee. The Secretary of State usually has a list of
businesses that are willing to serve as registered agent.
Q. What if I dont pay the registered agent fee?

A. All corporations incorporated (formed) are required by law to have a registered agent. If you do not
pay the fee charged by your designated registered agent (or otherwise have a registered agent), your
corporation may be considered defunct by the Secretary of State and lose corporate status.
Q. Do I need to send anything to the registered agent?

A.
Yes. You should send the registered agent 1) a copy of the corporations Bylaws, signed by the
corporations secretary, and 2) an alphabetical list of shareholders and number of shares that each
shareholder owns. These should be updated annually and/or whenever there is a change.
Q. How often do I need to hold a shareholders meeting?

A. The shareholder meeting needs to be held at least annually.
Q. What do the shareholders do?
A. The shareholders own the corporation. At the annual meeting they elect the corporations Board of
Directors.
Q. What does the Board of Directors do?

A. The Board of Directors is responsible for electing the officers of the corporation and for setting
corporate policy. Generally, a corporation must have at least one Director
Q. What do the Officers of the corporation do?
A. The officers are responsible for the day-to-day operations of the corporation. A corporation should
have a President, Secretary and Treasurer.
Q. How often do I need to hold a Board of Directors Meeting?

A. Under the Bylaws, the Board of Directors must meet at least annually.
Q. What is my corporations incorporation (formation) date?
A.
Your corporations incorporation date can be found on the Corporate Charter issued by the
Secretary of State or will be date stamped on the front page of the Articles of Incorporation.
Q. What is the corporate charter?

A. It is document issued by the secretary of state that indicates when the corporation
began its existence. Think of it has the corporations birth certificate.
Q. Should my corporation be a C corporation or an S corporation?
A. You should consult with a good CPA or tax professional to make this decision. A C corporation is
subject to double taxation whereas an S corporation is not. However, a C corporation has the ability to
provide certain tax-deductible employee benefits that an S corporation cannot provide to any
shareholders holding significant interests in the corporation.
Q. Does my corporation need its own EIN (Employer Identification Number) or F.I.N (Federal ID
Number)
A. Yes. Form SS-4 is included in your corporate record book to apply for an Employer Identification
number. It includes instructions for completion along with an address to send it to. You should also check
with your particular state and local taxing authority to see if any additional requirements are needed at
either the state and/or local level.
Q. How does my corporation open a bank account?
A. Many banks provide their own forms that are required to open a corporate bank account. Most banks
require a corporate resolution, which expressly authorizes the opening of an account, and specifying which
individuals can sign checks and/or make withdrawals from the account. In addition an EIN (Employer
Identification number) is typically required to open bank accounts.
Q. What is a corporate resolution?

A. A resolution is nothing more than a record of action that the directors or shareholders took without
holding an official meeting.

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Frequently Asked Questions - Corporations: Q. Can I Incorporate in More Than One State?

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Frequently Asked Questions Corporations

Can one individual hold all positions within the corporation?

Q. Can I incorporate in more than one state?

Q. What is a registered agent and why does my corporation need one?

What does the registered agent charge?

Q. What if I dont pay the registered agent fee?

Q. Do I need to send anything to the registered agent?

Q. How often do I need to hold a shareholders meeting?

Q. What does the Board of Directors do?

Q. How often do I need to hold a Board of Directors Meeting?

Q. What is the corporate charter?

Q. What is a corporate resolution?

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