Operating Agreements

We will contact this person regarding information about the corporation.

If you are starting a new business, choose "Form a new business." If you currently own a business, choose “Convert an existing business.” When you incorporate an existing business, the corporation will assume all of the business assets and liabilities of the existing business, and the owners of the current business will become shareholders of the corporation. "Professional corporations" are formed for specific professional services such as medicine, dentistry, law, public accounting, architecture and other practices that require a professional license.

A corporation must have at least one director. In many states, including California, a corporation with two stockholders must have at least two directors and a corporation with three or more stockholders must have at least three directors. Directors are responsible for the corporation's overall management. They differ from the officers, who run the day-to-day operations.

A California corporation must have a President, Treasurer and Secretary. Please note that one person may hold every office. When there are more than two shareholders, the President and the Secretary should be different people.

A corporation must have a President, Treasurer and Secretary. Any other officers (such as Vice-President, Chief Financial Officer or Chief Operating Officer) are optional.

Each stockholder must have at least one (1) share. The total number of shares issued to all stockholders cannot exceed the amount authorized in the Articles of Incorporation. Who is a Joint Owner? Joint owners include spouses with a community property interest, as well as anyone else who can claim ownership to the shares.

Specifying a registered agent for your business is required by law, and the agent must either be (1) an adult individual living in the state of formation with a valid street address (no P.O. boxes), or (2) a company, such as Pocket Lawyer, authorized to serve as an agent.You can serve as your own Registered Agent. This address will become public on state records and websites. The registered agent must be available during normal business hours to receive documents for the business, including service of process from process servers and official notices from the state, as well as “junk mail” solicitations.If you would like The Pocket Lawyer to be your registered agent, our information becomes public on state records and websites so your privacy is better protected. We accept service of process, and promptly forward all legal documents and official state correspondence that we receive on your behalf. The Annual Fee is $149.

Every corporation must have a Federal Employer Identification Number (EIN) before it can open a bank account, hire employees or report taxes and for other matters. If you are converting your sole proprietorship or partnership and already have a tax ID number for that business, the IRS still requires that you obtain a new tax ID number for your corporation.

An “S” corporation is treated as a pass-through entity for tax purposes. This avoids double taxation and may simplify your taxes. The S corporation cannot have any preferred stock – only common stock – and must have a fiscal year ending December 31. The total number of shareholders cannot be more than 100.IRS form 2553 is used to elect S-Corporation status. We will prepare the form and include it in your final package. All shareholders must sign IRS form 2553 and submit to the IRS for approval.