Business Formation

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Ready to start manufacturing, distributing or selling your invention? If you need to incorporate we can help with that. If you want to operate as a sole proprietor, we can help you file your business name and obtain an EIN tax identification number.

Process for Forming a Business Entity

  • Initiate Engagement
  • Determining if there are any legal or practical Barriers to Forming a Business Entity
  • Determining if forming an entity Makes Business Sense or risk can be handled with insurance
  • Data Gathering and Analysis - Determine Goals for the business, what kind of entity will be formed, who will participate in the business and how it will be financed and how owners will be paid out from the entity
  • Performing a name Search
  • Performing a trademark search, if desired (recommended, not required)
  • Determine best tax scenario for new entity (with business’ tax advisor)
  • Determining Financing (especially debt obligations of each owner) for the new entity
  • Determining management scheme for new entity
  • Determining profit sharing scheme for new entity and how owners will take profit from the business
  • Determining how owners come into and leave the business over the years
  • Drafting of Formation documents (Articles of Incorporation/Certificate of Partnership/Articles of Organization)
  • Filing Formation Documents to officially create the legal entity
  • Arrange for publication, if required
  • Ordering a corporate minutes book, stock certificates and seal (if desired, not necessary)
  • Drafting Operating Agreement/Bylaws/Partnership Agreement
  • Obtaining a Federal Employer Identification Number for new entity
  • Making and filing tax elections for the new entity
  • Client Review of Draft Agreement/Bylaws
  • Prepare Final Operating Agreement/Bylaws/Partnership Agreement
  • Prepare Organizational Meeting Minutes
  • Execute agreements and minutes, issue stock or membership certificates
  • File certificate of publication if required
  • File certificate of assumed name (“dba”) if desired

Client should also work with their accountant to:

  • File for sales tax authority if necessary
  • File appropriate payroll related items for employees (worker’s comp, disability, unemployment, state tax enrollment, etc.)
  • Open business bank accounts
  • Create record keeping plan that meets tax needs