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Preparing Articles of Incorporation: The Full Process

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The process of incorporating a business entity requires the drafting of documents that establish the legal existence of the company. These documents are called articles of incorporation. An incorporator acts as the company’s initial creator and prepares the incorporation articles. The articles of incorporation are filed with the Secretary of State’s office, where they become public records.

A person acting as an incorporate may include a statement about why the corporation was incorporated. For example, it might say something like, “To conduct business.” If the incorporator includes such a statement, he or she needs to make sure that it appears somewhere in the body of the articles. In addition, the articles must state what types of shares are issued. For example, they could say, “250 common stock, no par value.” Or, they could say, “100 common stock, no par; 50 preferred stock, $1 per share.” Finally, the articles should specify what type(s) of shares are issued. They could say, “50 common stock, no par.”

There must be a space between “we” and the word “duplicate”. For example, the following sentence contains a problem because there is no space between “we” (“We”) and the word “dupilate”: “We hereby duplicate our charter dated December 31, 2017.” However, the following sentence does not contain a problem because there is a space between “we”, and the word “duplelate”: “We hereby double-duplicate our charter dated December 31st, 2017.”

Incorporating a Business Entity

An individual or group of individuals creates a business entity by filing articles of incorporation with the Secretary of State. Once the articles are filed, the business entity becomes legally recognized. The articles of incorporation set forth certain information about the business entity, including:

• Name – The name of the business entity.

• Purpose – The reason for creating the business entity.

Introduction

A generic format corporation is a form of a corporation which meets the statutory requirements and involves a small number of individuals. In most cases, it is formed by one person who does not wish to become personally liable for corporate debts.

There are two main types of incorporation: a domestic corporate entity or a foreign corporation. The basic steps involved in incorporating a domestic corporation are the same whether one incorporates a domestic corporation or a FOREIGN CORPORATION.

The following information provides general guidance about how to incorporate a domestic corporation; however, there are many differences between the two types of corporations. For example, some states do not allow foreign corporations to conduct certain activities, while others require foreign corporations to follow different rules regarding the formation and operation of the corporation. Also, in some states, foreign corporations must pay taxes on income earned within the state, whereas domestic corporations are exempt from paying such taxes.

This article discusses incorporating both a domestic and a foreign corporation.

 

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An Overview of Incorporating

A corporation is a legal entity that exists separate from its owners. Corporations are usually used for commercial purposes such as owning property, operating businesses, buying goods and services, and investing. In some cases, individuals incorporate a company to avoid personal liability or to protect assets from creditors.

Corporations are governed by state law, which determines how they operate. There are many different types of corporations depending on what type of business it is conducting. Some common forms of corporations include:

1. Sole proprietorship – This corporation allows one individual to conduct a business under his/her name.

2. General partnership – This corporation is similar to a sole proprietorship except for multiple partners involved. Partnerships are often used for real estate ventures.

3. Limited Liability Company – This form of corporation protects shareholders from lawsuits filed against the company. However, LLCs do not offer limited liability protection for managers or members.

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4. Corporation – This corporation offers the Right to limited liability protection for both shareholders and managers.

5. Publicly traded corporation – This corporation provides limited liability protection for shareholders while allowing the company to issue stock to raise capital.

How to File Articles of Incorporation for a Nonprofit Corporation

A nonprofit corporation must file articles with the Division of Corpora­tions. This document lists the corporation’s name, the filing date, and the incorporators’ signatures. You must pay $25 to file the articles if you are incorporating a corporation for profit. If you are forming a nonprofit corporation, there is no fee. You must complete the following steps to create a nonprofit corporation:

1. Determine whether the nonprofit corporation will be tax-exempt. To qualify for an exemption, the nonprofit must meet certain requirements. For example, the organization must provide a public benefit such as education, health care, or social welfare.

2. Choose a corporate name. Names must include “nonprofit” or “not for profit.”

3. Prepare the articles of incorporation. These documents set forth the basic information about the nonprofit corporation. They contain the following sections:

• Purpose — Describe what the nonprofit does.

• Name — Provide the legal name of the nonprofit.

• Registered Office Address — Where the nonprofit will maintain its records.

Right to Corporate Name

The right to name a corporation is one of the most important rights you can give a business. In fact, it’s probably the single most important thing you can do to protect yourself against lawsuits. But what exactly does it mean to have the right to name a corporation? What happens if I change my mind about the name of my business?

Utah Corporation Annual Report

The Utah Corporation Annual Report has filed annually with the state of Utah. This document keeps track of corporate information such as officers, directors, shareholders, registered agents, addresses, etc. Corporations can choose whether to file an annual report or not. If you do decide to file one, there are specific requirements you must meet.

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Frequently Asked Questions

How much does a Utah Corporation amendment cost?

To amend your corporation in Utah, there is a $37 fee required for for-profit Utah corporations and $17 for nonprofits. Expedited service is available at no extra charge.

The fee covers the preparation of the documents, including the application form, corporate seal, and signature stamp; mailing fees; filing fees; and a recordation fee. If you are doing it yourself, you must pay a $25 filing fee plus $10 per document. For expedited processing, there is an additional $75 fee.

How long does it take the state to process a Utah Corporation amendment?

The Utah Secretary of State’s Office processes corporate records amendments daily. However, there are certain types of documents that require additional processing time. For example, a corporation must submit an annual report within 30 days of the end of the fiscal year. A document submitted late could cause problems with the state’s ability to file taxes. If you want to know how long it takes the state to process a particular type of document, here’s what you need to know about normal processing times.

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