Step III : Download, Prepare & Submit to State
Now we are at the most crucial step. Besides making sure your entity name is available in your state, you must decide who is in charge, choose a registered agent, download the right form (or open the correct online form), fill in all the blanks correctly, submit to the state for processing, follow-up if they are behind, verify the filing was completed correctly and then, store your approved docs in your “corporate” records.
Check name availability
Before you get your filing prepared, make sure your entity’s name is available. In the state drop-down below, we’ve either listed the direct Name Check link to the state’s database or a link to the state’s website, where this can be found.
HINT: Be sure to search for the root word(s) of your name first and see if any names are too similar to yours. If you submit your paperwork using a name that is considered too deceptively similar to an existing company, your filing will be rejected, resulting in lost time and often additional fees to resubmit.
HINT: If your name is too similar to another existing company, you might consider adding a descriptive word or words to your name choice to make it different (i.e. “Enterprises”, “Ventures”, “Group”, “Systems”, are a few examples).
Decide who is in charge
Now decide who is in charge. Your Formation State will want this information typically listed in the articles of incorporation/organization (document used to form your INC or LLC. Below is a partial list of the most important players in an INC or LLC.
For a Corporation
- Incorporator(s) – The person who sets up the Corp. and assigns authority to the Director(s)
- Director(s) – Often the only folks listed on the articles. They are first appointed/elected by the Incorporator. Later, elected by the Shareholders
- Officers – Elected by the Director(s), usually after the corporation has been formed. Usually, your Corp. must have at least one President and Secretary
- Shareholder(s) – The owner(s) of the corporation. At least one share of stock is issued after the Corporation is formed. The "shareholders" then elect the Director(s) at the Annual Meeting.
For an LLC
- Organizer(s) – The person who sets up the LLC and assigns/appoints/elects the member(s)/manager(s) of the LLC.
- Member(s) – The owner(s) of the LLC. If LLC is managed by the members, then the member(s) is/are also the manager(s). These owners are called “managing members”.
- Manager(s) – If the LLC is managed by managers (not the members), then the LLC will have both manager(s) and member(s).
HINT: One person can occupy all roles in an INC or LLC.
Choose a Registered Agent
A Registered Agent is the key contact of the INC or LLC. Often you can act as your entity’s own registered agent, but usually you must be a resident of that formation state and have a physical business address in that state. If you cannot provide an agent, or do not want to use your personal physical address, we can provide an agent for you. Click Here for more info.
State Filing Fees & Maintenance Costs
Part of your consideration should be the state filing fees, along with the costs to maintain your entity in that state. Once again, select your state from the drop-down menu to read about both of these areas.
After you have downloaded the form or opened up the online form, be sure to fill it in completely. Most states provide instructions (not all), so read your state’s instructions to make sure there are no special considerations for your specific circumstances. If you fill out your articles incorrectly, make a typo, or don’t fill them out correctly, it may result in a rejection and therefore a delay, but also additional costs for resubmission or worse, the need to file an amendment or correction (along with more fees) to fix it. So check & double-check.
HINT: Professional corporations or LLCs (i.e. doctor, dentist, contractor, etc.) must use a special form. If you are not sure, call your state filing agency to ask for further instructions.
If you want a certificate of good standing or certified copy of your documents, you want to request this at the same time as you submit your filing (for an extra fee), as it is often quicker and less expensive to do this than ordering separately.
HINT: Don’t forget a cover letter, where you can specify your desire for a certificate with your filng.
Submit to state
If you are submitting by paper, be sure to submit in duplicate. If you are submitting electronically, be sure to review once more before submitting to the state.
HINT: If you want your filing expedited, you might be able to pay the state an additional fee to get it done quicker. If this option is available, you would select it when you submit to the state.
Review state’s approval
Once you have received your documents back from the state, first make sure it was accepted. Sometimes, they are rejected and offer you direction on what to do before you can resubmit. Assuming your documents were approved, review them completely. State filing agencies often make mistakes, so make sure they did everything correctly.