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Incorporation Information for 50 States and D.C.

Summary of incorporation information for all 50 states and D.C.

On the following pages are found state listings containing relevant

information regarding incorporation. You are advised to check your state's listing carefully to determine the particular requirements for incorporation in your jurisdiction. Virtually every state has some differing conditions for incorporation. You are also advised to write to the state corporation department for information on incorporation. They will provide you with any necessary updates on the information contained in this Appendix. Following is an explanation of the listings:

State law reference: Should you wish to research the law in your state, this lists the name and chapter of the state statute in which the corporation laws are found in each state.

Title of corporate filing: This listing specifies the name of the document which is filed with the state for incorporation. In this book, it has always been referred to as "Articles of Incorporation". A number of states, however, use different titles. Please substitute the correct title on your form before filing it.

Filing fees: The cost of filing the Articles of Incorporation with the state. In some states, the fee is variable based on the amount of capital stock of the corporation.

Other fees: This listing details any other fees which are due at the time of filing or soon thereafter. These can be franchise taxes, organizational taxes, or various other required fees.

Name reservation: All states allow a proposed corporation to register its corporate name prior to filing in order to reserve the corporation's name. The cost and time limits, however, differ widely.

Name requirements: This listing specifies the corporate designation which is required in each state. Most states allow "corporation", "incorporated", "limited", "company" or some abbreviation of these. However, many states have variations on what designation is allowed.

Incorporator requirements: This designates how many incorporators are required. One is sufficient in most states. This listing also tells whether the incorporators must be persons, or if they can be business entities.

Corporate purpose requirements: This specifies what must be put in the Articles of Incorporation regarding the business purpose of the enterprise. If the listing states: General "all-purpose" clause; you should include the sample "purpose and powers" clause. If a specific business purpose is required, replace this general clause with a statement of the actual business purpose.

Director requirements: Most states allow a corporation to have only one director, who may be a non-resident. However, several states have a requirement that the corporation have three directors, unless there are fewer than three shareholders. In these states, if there are less than three shareholders, the number of directors can equal the number of shareholders (ie. a one shareholder corporation can have one director).

Paid-in-capital requirements: Most states have no requirement for paid-in-capital. A few, however, require that the corporation have $1,000 in actual paid-in-capital prior to commencing business. These states also require that you state this fact in the Articles of Incorporation.

Publication requirements: A few states require that you publish either your intention to incorporate or the actual fact of incorporation in a newspaper. Most states, however, do not have this requirement.

Other provisions: This listing details any other special incorporation requirements of each state. These range from additional items which must be added to the Articles of Incorporation to the use of different terminology. Check this listing carefully to determine the situation in your state.

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