Your E-mail address: (required) Your Name: Telephone No. Address:
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). Incorporator One: Incorporator Two:
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: Shareholder One: Name Number of shares Shareholder Two: Name Number of shares Shareholder Three: Name Number of shares
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. Shareholder One: Shareholder Two: Shareholder Three:
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. 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.
9. Person(s) to serve on the first Board of Directors (one or more). Director One: Director Two: Director Three:
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.
10. 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.
11. Name, address, and telephone number of the corporation’s accountant:
Name: Address: Telephone:
12. Whom would you like to request the corporation’s federal tax identification number from the I.R.S.? The company accountant Gary C. Dahle Highest number of employees expected in the next 12 months? Estimated first date that wages will be paid?
13. 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.
14. 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 company accountant Gary C. Dahle
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.
15. Banking institution where funds will be deposited? Bank Name Bank Address
This MINNESOTA INCORPORATION QUESTIONNAIRE is copyrighted by Gary C. Dahle, 2002. All Rights Reserved.