Answers:

Is my Corporate Name Available?

BWG Solutions, Inc. will perform a non-binding name check for name availability within the state (where you preside) of incorporation. The name check is preformed by us at no additional charge where available. However, please remember that the final determination is made by the state officials; thus, never rely on a corporate name check until AFTER you have received a copy of your filed Articles of Incorporation, stamped with the state's approval.

Most district territories allow you to telephone in and ask whether the corporate name is available, or whether it is in use by another company. Many jurisdictions are updating their systems and now allow you to check for your corporate name via the internet. Some jurisdictions will provide a name check over the telephone for a charge of between $15 to $20. Still some, however, will not provide name checks over the telephone and require you to physically enter the state office and complete a form with the requisite information before the state will perform a name check.

What is a Registered Agent?

Almost ALL jurisdictions require that the corporation appoint a registered agent for service of process. However, in most cases, anyone who has a street address (NO PO BOXES) within the state of incorporation may act as a registered agent for the corporation.

BWG Solutions, Inc. can select a registered agent service for you if you are in need of such services. Persons who require our registered agent services are usually those who are incorporating in one state ( Nevada, for example) and operating a business in another state ( California, for example).

Can the same person be the shareholder, director and all officers of a corporation?

While jurisdictions will vary in their requirements, most states require that there be at least one director and two officers, in a general, for-profit corporation . The required officers are President and Secretary. Most states allow one natural person to hold both offices and be the sole director of the corporation. Usually, that one person may also be the sole shareholder. A corporation may not be a director of another corporation.

Do I need to publish a notice of incorporation?

While a few jurisdictions require publication of the corporate name to be published in a newspaper local to the county of the registered agent (Georgia, Arizona, Illinois, and Pennsylvania), most jurisdictions do not require publication unless an existing unincorporated business intends to incorporate without a change in its name; that business must then publish its intent to incorporate in the local newspaper for four consecutive weeks (in most jurisdictions).

How long is the incorporation process?

To Process an incorporatiion company may vary amongst the different states and change constantly depending on the workload at the state office. Please ask one of our representatives for our most current approximation of the processing time for Articles of Incorporation within your state of incorporation.

 

 

Why must my business designate a Registered Agent?

Any individual conducting business within virtually every state must register to do business in that state, designate and maintain a registered agent, and in some cases a registered office.

 What is the purpose of a Registered Agent?

A Registered Agent acts as the representative for accepting Service of Process served upon the company within the jurisdiction of any state where the company conducts business. Service of Process is broadly interpreted to include any legal proceeding, legal notice, or official government communication presented to the company while it is within the jurisdiction of a state.

What are Articles of Incorporation?

A Corporation's "Articles of Incorporation" is the main filing document which begins the corporation's existence under state law. Once filed, the corporation comes into existence.

The level of complexity for a corporation's Articles of Incorporation can range from very simple to extremely complex. Generally, most jurisdictions require Articles of incorporation to contain, at a minimum, information about the Corporate Name, the Registered Agent, and the Corporation's business address. Requirements vary by state.

What is a Federal Employer Identification Number?

If you plan on opening a bank account under your corporate name, most banks will require that your corporation have a Federal Employers Identification Number.

A Federal Tax Identification Number (also known as a "95 Number" or "EIN Number") is a number assigned to a corporation or L.L.C. by the Federal Government for purposes of taxation. The Federal Tax ID Number is to a corporation or L.L.C. as a Social Security Number is to an individual. Most banks require that a corporation or L.L.C. obtain a Federal Tax Identification Number as a prerequisite to opening a bank account regardless of whether the company will have employees. BWG Solutions, Inc. can prepare your Federal Tax Identification Number Application (IRS Form SS4) at your request. Once you receive the prepared application from our office, you may contact the I.R.S. with the completed form and obtain the actual "95 Number" over the telephone in just minutes!

 

What is a Corporate Director?

The Board of Directors is essentially the management body for the corporation.

Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. In addition, the Board may also elect the President. Ordinary business practices of the corporation are carried out by the Officers and employees under the directives and supervision of these Directors.

The Directors must act collectively for their votes and decisions to be valid. That's why Directors may only act at a Board of Directors meeting. This, however, requires certain formalities. One such formality is that the Directors must all be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation's Articles of Incorporation or Bylaws.

For a Directors' meeting to be valid, there must also be a Quorum of Directors present. A Quorum is usually a majority of the Directors then serving on the Board; however, the Bylaws may specify another minimum number or percentage.

The Board of Directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular Board meetings. The Board may also call Special Meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted.

The first meeting of the Board of Directors is important because the Bylaws, the Corporate Seal, Stock Certificates and Record Books are adopted.

Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation's. The Board must also act prudently and not negligently manage the affairs of the corporation. Finally, the Board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others.

This means that the board must be very careful to document that each Board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving Officers, Directors and Stockholders. The record or Corporate Minutes of the meeting must include the arguments or statements to support the Board action and why must detail why the action was proper.