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Form: Checklist for Formation of a Corporation (Form 22.4).
Explanation: This is a summary checklist in connection with the formation of a corporation.

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CHECKLIST FOR FORMATION OF A CORPORATION

Corporate Name

Yes
o

No
o

Has the name of the corporation been checked to see if available with the Secretary of State?

Yes
o

No
o

Has a trademark / tradename search been done to check if there are any confusingly similar names being used?

Incorporation Documents

Yes
o

No
o

Have the Articles of Incorporation (or Certificate of Incorporation in some states) been filed?

Yes
o

No
o

Has the Action of Incorporator appointing the initial directors and adopting Bylaws been signed?

Yes
o

No
o

Has the Organizational Board of Directors Resolutions been signed by all directors?

Yes
o

No
o

Have the Bylaws been certified by the Secretary as adopted?

Yes
o

No
o

Have the shareholders approved the Bylaws and any other necessary matters?

Employer Filings

Yes
o

No
o

Has the IRS Employer I.D. form (Form SS-4) been filed?

Yes
o

No
o

Is a state employer I.D. form required to be filed and has it been filed?

Agreements

Yes
o

No
o

Is a Right of First Refusal Agreement desired by the shareholders, granting a right to purchase before a shareholder can transfer shares?

Yes
o

No
o

Is some kind of Voting Agreement or Shareholders Agreement desired?

Yes
o

No
o

Is an Employment Agreement desired for any of the employees?

Yes
o

No
o

Should employees be required to sign an "at-will" employment letter?

Yes
o

No
o

Should employees and consultants be required to sign a Confidentiality and Invention Assignment Agreement?

Yes
o

No
o

Are any other agreements appropriate at the incorporation stage?

Yes
o

No
o

Have those agreements been authorized by the Board of Directors, if appropriate?

Licenses, Permits and Governmental Filings

Yes
o

No
o

Has the company qualified to do business in all states it needs to?

Yes
o

No
o

Are there any needed local, state or federal licenses or permits necessary to operate the business?

Yes
o

No
o

Is a fictitious business name statement (dba) required?

Yes
o

No
o

Have any required notice filings been made (e.g., the 1502 Statement in California)?

Yes
o

No
o

Should any trademark or service mark filings be made?

Stock

Yes
o

No
o

Has the issuance of stock been authorized by Board action? And shareholders action if necessary?

Yes
o

No
o

Has the company received the consideration for the stock issued?

Yes
o

No
o

Have the securities laws been complied with ?

Yes
o

No
o

Have all SEC Form D notices been timely filed?

Yes
o

No
o

Has the Stock Ledger been established and updated?

Yes
o

No
o

Have stock certificates been issued with appropriate legends?

Yes
o

No
o

Have appropriate investment representations letters, stock purchase agreements or stock subscription agreement been executed by the stockholders?

Corporate Formalities

Yes
o

No
o

Has a separate bank account been established?

Yes
o

No
o

Has separate letterhead, business cards, etc. been ordered under the corporate name?

Yes
o

No
o

Has a corporate seal been ordered (necessary only in some states)

Yes
o

No
o

Have all correspondence and agreements been signed in the proper way (e.g., XYZ, Inc, By: John Smith, President)?

Yes
o

No
o

Has a corporate Minute Book been established?

Tax

This is only a partial view of this document.
The remainder is included in the purchasable version of this form.