Professional Documents
Culture Documents
parasec
2012 Parasec
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
2. Prepare Articles of
Purpose
Timeframe
Risks: If your name isnt available when you submit the articles, the
article will be rejected and you will have to start over.
Tips: Speaking with an attorney is recommended if you are unsure of the
legal and tax ramifications of the different forms of business entities.
Risks: Not understanding the potential ramifications may result in
forming an entity that doesnt offer you the protection or benefit you need.
To establish a person or
entity on which legal documents
will be served if necessary; i.e. if a
company were sued, the registered
agent would receive the service of
process. The registered agent
must be available during regular
business hours.
Can be submitted by mail, overnight Tips: The most reliable process is over the counter service.
or over the counter. Over the
counter is always recommended.
Risks: If filing by mail or overnight, you run a higher risk of your
document being lost and, if rejected, there is no one to correct it.
Expedite options are available.
This will result in even longer turnaround times.
5. Receive date-stamped
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Purpose
Timeframe
Tips: Most banks require you to provide proof that the corporation is in
good standing. This is more common since 9/11 because of passage of
the Patriot Act.
(If applicable)
8. Obtain a corporate
kit/minute book
2012 Parasec
Risks: Obtaining the Certificate of Good Standing after the filing will
result in additional expense and time.
Tips: Due to deadlines involved in filing the S-Election that may impact
your ability to claim S-corporation status.
Risks: Missing the timeframe may cause you to lose the S-Election
option for that year.
http://www.edd.ca.gov/
Tips: Consider obtaining this number only when you plan to hire
employees. Obtaining a number before you need it will result in
unnecessary paperwork.
Risks: If you dont have an EDD number, you cant legally operate with
employees other than the owners.
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Purpose
Timeframe
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Purpose
Timeframe
Tips: Once the corporation has been formed, the incorporator should
resign to avoid confusion about their continuing involvement.
(If applicable)
Tips: The board of directors should be elected during this first meeting.
Risks: Not holding the required meeting may cause loss of compliance.
Risks: Not holding the required meeting may cause loss of compliance.
2012 Parasec
Tips: There are legal requirements for initial meetings. These meetings
must be documented in your corporate kit/minute book. We recommend
that your corporate minutes be prepared and maintained by an attorney
to ensure legal compliance. Without assistance, procrastination often
occurs and this crucial function doesnt get done or misses critical items.
File within 90 days of the initial filing Tips: This form is required to be filed annually.
of the Articles of Incorporation.
Risks: If you dont file each year, you may fall out of compliance and lose
the protection you formed the corporation to ensure. You may also incur
penalties.
Risks: Non-action means risk of losing the protection you formed the
corporation to ensure.
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
trademark, servicemark or
copyright is needed and apply
(If applicable)
compensation insurance if
employing workers other
than owners
Purpose
Timeframe
Tips: This can be a tedious and sometimes expensive process, but can
be critically important.
Workers compensation
insurance is required if you are
hiring employees.
Risks: Could lose legal rights to use a name or logo or to keep others
from copying intellectual property.
Risks: This is not an insurance you want to forget about. Not carrying
workers compensation can result in extensive penalties as well as
litigation.
(If applicable)
(If applicable)
2012 Parasec
Risks: Doing business under a different name from your corporate name
without filing a fictitious business name could be considered fraud.
business.
Tips: Apply for the account before you begin selling your product that
requires collection of sales tax.
Risks: Not collecting and forwarding sales tax when required can result
in significant penalties as well as litigation.
Tips: Recommend getting several quotes to find the best quote for your
circumstances.
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Purpose
Timeframe
Required annually.
Required annually.
Risks: Not holding meetings annually may cause you to fall out of
compliance and lose the protection you formed the corporation to ensure.
Tips: Meetings are required annually. Topics which might be covered
include ratifying or reelecting the board of directors as well as any other
business which might be before the shareholders.
Risks: Not holding meetings annually may cause you to fall out of
compliance and lose the protection you formed the corporation to ensure.
Required annually.
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Fictitious Business Name A county level filing which allows a corporation to transact business
under a name other than their legal corporate name. May be used when the corporation wants to
operate a number of businesses under the same corporation but with different individual names.
Must be filed in each county where the corporation is doing business and where they wish to use
the assumed name. Fictitious business name is synonymous with assumed name and DBA.
Incorporator An individual or entity who assumes the responsibility for forming the corporation.
Possible incorporators include attorneys and service companies. Once the board of directors is
established, the powers of the incorporator are eliminated but it is prudent to obtain a resignation
of incorporator in writing to avoid any future questions.
Notice of Meeting Notice sent out according to specifications in the corporate bylaws notifying
interested parties of a shareholder or board of directors meeting.
Copyright A document which grants the named party exclusive rights to publish and sell
artistic, literary or musical works.
Patriot Act The Patriot Act expanded the authority of U.S. law enforcement to allow for easier
access to potential terrorist activities.
Corporate Bylaws A document detailing the specific rules by which a corporation is to be run.
Includes an explanation of the rights and powers of the shareholders, directors and officers of the
corporation. Maintained in the corporate kit/minute book.
Registered Agent for Service of Process The person or entity designated to receive and
forward service of process documents on behalf of the corporation. A natural person may act as
registered agent or a professional registered agent may be designated. It is recommended that a
professional registered agent be utilized because the agent by law must be available at all times
during business hours and the possibility of being served a lawsuit in front of employees and/or
clients is eliminated.
Corporate Kit /Minute Book A binder or other method for maintaining the documents related to
a corporation including minutes, resolutions, Articles of Incorporation, corporate bylaws and stock
information among other things.
Corporate Minutes A record of the decisions made and actions taken by the shareholders and/
or board of directors of a corporation. Minutes should be recorded for each meeting of the board
of directors or shareholders during the year.
Corporate Name Reservation A filing with the California Secretary of State which reserves a
specific name for 60 days so that no one else can use that name to form a corporation during that
time period.
Corporate Resolutions Decisions by a corporation that legally require both the shareholders
and the board of directors to vote on them. Some examples of decisions requiring dual voting
include amending the articles of incorporation or decisions to dissolve the company.
EDD Number The identification number provided for the corporation by the California
Employment Development Department to be utilized for all California employee and payroll
matters.
EIN Number The corporate identity number provided by the Internal Revenue Service, which
will serve as the corporations identification number on all tax returns, bank documentation as well
as many other locations.
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com
Stock Ledger A ledger usually maintained in the corporate kit/minute book identifying to whom
stock as been issued, how much stock and when. The ledger details the history of stock
transactions for the corporation.
Trademark A name, motto, emblem or symbol that is used to identify a product or goods.
Once registered, the named party has exclusive rights to utilize the trademarked item.
Waiver of Notice of Meeting Notice filed in the corporate kit/minute book that all interested
parties have agreed to waive the required notice of meeting according to the corporate bylaws.
2012 Parasec
PARASEC Global Document Filing & Retrieval Tel (800) 533-7272 www.parasec.com