Phone 763-780-8390
Fax 763-780-1735
MINNESOTA
INCORPORATION QUESTIONNAIRE
Your Name: __________________________ Telephone No. ___________________
Address: __________________________________________________________________
When you have completed this questionnaire, please return it to Gary
C. Dahle - Attorney at
Law, at the above address, together with:
1. Proposed name of the new
corporation: ____________________________
Alternate corporate name if your first choice is not available:
__________________________________________________________
Doing business as: _____________________________________
If the business operates
under any name other than its complete corporate name,
a certificate of assumed
name must be filed and published. A $25 filing fee will be
payable to the Minnesota
Secretary of State, and publication costs will be extra.
2. Would you like the name the business is being operated under to be registered with:
A. The State of Minnesota?
_____ yes _____ no
($50 filing
fee to be paid to the Secretary of State).
B. The U.S. Office of Patents
and Trademarks? _____ yes _____ no
($245 filing
fee to be paid to the U.S. Patent Office.
Additional name search fees may also be necessary.)
Creating a corporation, or
operating a business under an assumed name does not by itself
guarantee that the corporation
will have the exclusive right to use the selected name.
Various levels of protection
are available by registration of the business name as a
trademark or service mark
with the State of Minnesota, the U.S. Office of Patents and
Trademarks, or both.
3. Address of the registered office of
the Corporation (cannot be a P.O. Box),
and the name of its registered
agent, (if any), at that address.
Address: ________________________________________________________
The registered office
of the Corporation is required information.
Agent: ________________________________________________________
The name of any registered
agent is not required information.
4. Name and address of each incorporator (only one incorporator is required).
_______________________________________________________
_______________________________________________________
The incorporator is the person
who signs the Articles of Incorporation, and
whose name will appear in
the public records in association with this corporation.
If you want Gary C. Dahle
- Attorney at Law, to be the incorporator,
write in his name above.
5. The aggregate number of shares that the corporation has authority to issue.
________________________________________________________
The number of shares to be
issued is a personal choice which will have little real
significance for many corporations.
However, the minimum number of shares required is
one share, and you should
authorize more than you plan to issue immediately; i.e.
authorize 10,000 shares,
but only issue 1,000 shares.
You can authorize and issue
both voting and nonvoting shares.
6. The number of shares to be issued to each Shareholder:
_______________________________________________________
_______________________________________________________
_______________________________________________________
Name the shareholder and
the number of shares to be issued to that shareholder.
7. The consideration to be given in exchange
for the shares, in money, property,
or future services to be
rendered to the corporation, by each shareholder.
________________________________________________________
________________________________________________________
________________________________________________________
Name the shareholder and
the amount and type of consideration to be paid by that
shareholder to the corporation
in exchange for his or her shares.
Note: The
initial capitalization of the corporation, or the amount initially paid
to the
corporation in exchange
for the stock, could be important in the event that an injured
person is damaged by
an act of the corporation and seeks to recover from the
corporation.
8. Social Security Number(s) of the Shareholders:
_______________________________________________________
_______________________________________________________
_______________________________________________________
The Social Security Number(s)
of the Shareholders will be used to make any
S-corporation election,
and the Social Security Number(s) of the officers of the
corporation will also be
required in order to obtain federal and Minnesota tax
identification numbers.
The Social Security Number(s)
of such persons can also be provided at a later date, and
are not needed to file the
articles of incorporation.
9. Will the shareholders be entering into a Buy and Sell Agreement?
_____ yes _____ no
A Buy and Sell Agreement
both restricts the persons to whom a shareholder may sell his
or her shares, and creates
a market for the shares should the shareholder desire to sell his
or her shares. If a Buy
and Sell Agreement is desired, an additional questionnaire will be
provided to you.
10. Person(s) to serve on the first Board of Directors (one or more).
_______________________________________________________
_______________________________________________________
_______________________________________________________
The business and affairs
of a corporation are generally managed by or under the direction
of a Board of Directors.
Please note that in the event
that a corporation fails to pay certain "trust" type taxes, such
as withholding and sales
taxes, individual directors or officers who have had the
responsibility of filing
tax returns and paying taxes on behalf of the corporation can be
held personally liable
for such unpaid taxes. Corporate officers may also be held
personally liable for unpaid
state and federal unemployment taxes under similar
circumstances.
11. Person(s) to serve as the first Officers (one or more).
Chief Executive Officer (required): __________________________
Chief Financial Officer (required): __________________________
The Officers execute and implement the decisions made by the Board of Directors.
Officers of any corporation
who perform services for the corporation are considered
employees of the corporation,
and all wages paid or payable to such officers are
subject to state
and federal unemployment taxes.
S-corporation officers
may also be subject to state and federal unemployment taxes on
any bonuses or
profit sharing distributions as well, which can be equal to such officer's
proportionate share
of corporate income, if proper dividend distribution procedures
are not followed.
12. Name, address, and telephone number of the corporation’s
accountant:
________________________________________________________________
13. Whom would you like to request the corporation’s
federal tax identification number
from the I.R.S.?
The corporation’s accountant ______ Attorney Gary C. Dahle ________
Highest number of employees expected in the next 12 months? ___________
Estimated first date
that wages will be paid? __________________________
14. Do you want the corporation to be taxed as an S-Corporation? _____ yes _____ no
Taxation of S-corporation
shareholders is similar, but not identical to, that of partners in a
partnership.
15. If you would like the corporation to be
taxed as an S-Corporation, whom would you like
to prepare
the Sub-S election for filing with the I.R.S.?
The corporation’s accountant ______ Gary C. Dahle - Attorney at Law ________
If Gary C. Dahle
- Attorney at Law prepares the election, it will be returned to a duly
authorized corporate
officer for signature, and to obtain the signature of the shareholders.
The election should
then be provided to the corporation’s tax accountant for filing
with the IRS.
16. Banking institution where funds will be deposited?
_______________________________________________________
_______________________________________________________
This MINNESOTA INCORPORATION QUESTIONNAIRE is copyrighted by Gary C. Dahle, 2002. All Rights Reserved.