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Start by defining your business objectives. What is your goal?
To form a new entity? To register an existing entity in additional jurisdictions? To prepare for a merger or acquisition? Often the decision is made by a company's tax department, but it's still helpful to have a good understanding of what your organization is trying to accomplish.
Pick the entity type that suits your objectives. It will depend on who will own the business, who will make management decisions, whether the owner will have personal liability for business debt, and whether there are restrictions on the entity type (kind of business and number of owners). Choose the jurisdiction(s) you plan to do business in. Work with your accountant or tax department to understand the tax implications. Obtain shareholder approval, if required. If needed, escrow funds.
Select a registered agent or registered office address for your entity. If your business objectives include significant online marketing or supply chain management, choose a domain name registrar.Learn more about registered agents ▶
Conduct a corporate name availability search to see if the name you want is free to use. Consider filing a name reservation to protect your desired name for a short period of time. You should also check the availability of domain names and trademarks related to your business objectives. As needed, conduct a UCC search, real property search, etc. Your registered agent service provider should be able to assist with these searches.Learn more about UCC searches ▶
Reserve your corporate name, get consent to use a similar name, or choose a fictitious name. In the U.S., depending on the state, a name can be reserved for 30 - 365 days.
Most states restrict the use of specific words such as bank, finance, trust, cooperative, credit union, insurance, or savings, and instead require a "corporate indicator" in the name. If your entity has filed its articles of incorporation, you can also protect its name by registering it in a foreign state jurisdiction, usually for one year.Learn more about trademark search services ▶
Find out what supporting documents the jurisdiction requires. You may need to obtain a certificate of good standing or its equivalent, certified copies, tax status certificate, bring down letter, legalized/authenticated document, apostille, etc.
If your company decides to do business outside of its domestic state, foreign qualification requires a certificate of good standing from your home state as evidence of your company's status. During closings, you may need to provide lenders with good standing certificates.Learn more about certificate of good standing ▶
As required, prepare and file articles of formation or qualification documents. Prepare and file your industry-specific licenses with the necessary governing authorities at the federal, state, county, and municipal levels. Register relevant domain names, register trademarks, file a UCC financing statement, etc. It's critical to have a defined process that identifies who is responsible for completing your company's filings and renewals and what resources they require.Learn more about corporate filings ▶
Obtain the appropriate jurisdictional tax identification number (federal, provincial, etc.) and register with the appropriate tax authorities.Learn more about entity formation ▶
It's essential that you organize your foundational documents for your entities. Create bylaws or an operating agreement, stock certificates or membership certificates. Standardized formats can simplify your ongoing management responsibilities. Draft resolutions for corporate actions, banking resolutions, delegation of authority, inter-company agreements, etc. Name officers and directors. Appoint independent directors.Learn more about independent directors ▶
Your entity may require periodic or annual meetings of shareholders or the board, minutes, consents, capital contributions, dividends, etc. Here is where an entity management solution can be invaluable in helping you manage and maintain your corporate governance data.Learn more about entity management solutions ▶
Monitor your corporate entity portfolio for status changes. Track your domain renewal deadlines. Monitor your UCC portfolio for changes in financing statement status, debtor financing, debtor corporate status, debtor bankruptcy, etc.Learn more about UCC monitoring ▶
File your corporate annual reports, corporate annual tax returns, licensing renewals, domain name renewals, trademark registration renewals, UCC financing statement continuations, etc. Many companies outsource this highly administrative renewal process, allowing their employees to focus on more substantive work.Learn more about annual report and filing options ▶
File corporate amendments or amended certificates of authority. Register additional domains or trademarks. Update UCC financing statements.Learn more about entity management ▶
If you decide to dissolve or withdraw an entity from a jurisdiction, you need to follow the formal legal steps to “wind it up.” These may involve filing tax returns, obtaining a tax clearance, filing voluntary dissolution or withdrawal paperwork, expiring domain names and trademarks, terminating UCC financing statements, etc. Internationally, the process of dissolve or withdraw an entity can be much more complex.Learn more about global subsidiary management ▶
Manage. Every action in this timeline requires proper management of documents and records in a centralized and secure location. Make sure it's clear who in your organization is responsible for the day-to-day management of your legal entities.Learn more about corporate entity tracking ▶
CSC provides representation, compliance, brand protection, and financial services for nearly every business need.
Disclaimer: CSC is a service company and does not provide legal or financial advice. This guide is for informational purposes only. Consult with your legal or financial advisor to determine how this information applies to you.