When establishing an S corporation, there are specific steps and filings required to ensure proper formation and compliance with legal and regulatory obligations. Here is an overview of the entity filing information for an S corporation:
Choose a Name:
Select a unique and distinguishable name for your S corporation that complies with the naming requirements of the state where you plan to incorporate.
Check the availability of the chosen name by conducting a name search with the Secretary of State or the appropriate state agency.
Articles of Incorporation:
Prepare and file the Articles of Incorporation (also known as Certificate of Incorporation or Charter) with the Secretary of State or the appropriate state agency.
The Articles of Incorporation typically include information such as the corporation's name, purpose, registered agent, authorized shares of stock, and the names of the incorporators.
Registered Agent:
Appoint a registered agent for your S corporation who will receive legal and official documents on behalf of the corporation.
The registered agent must have a physical address within the state of incorporation.
Bylaws:
Draft corporate bylaws, which are the internal rules and regulations governing the corporation's operations and management.
Bylaws typically address matters such as the structure of the board of directors, shareholder meetings, voting procedures, and officer roles.
Obtain an Employer Identification Number (EIN):
Apply for an Employer Identification Number (EIN) from the Internal Revenue Service (IRS).
The EIN is a unique identifier for your corporation and is necessary for tax filing and other official purposes.
Elect S Corporation Status:
Once your corporation is formed, you must elect S corporation status with the IRS by filing Form 2553.
The election must be made within a specific timeframe (usually within 75 days of incorporation or the beginning of the tax year).
Shareholder Agreement:
Consider drafting a shareholder agreement that outlines the rights, responsibilities, and ownership percentages of the shareholders.
The shareholder agreement can help clarify shareholder expectations and govern important matters such as stock transfers, dividends, and dispute resolution.
Appoint Directors and Officers:
Select individuals to serve as directors and officers of the corporation.
Directors make high-level decisions and provide oversight, while officers handle day-to-day operations.
The specific roles and responsibilities of directors and officers may vary depending on state laws and the corporation's bylaws.
Corporate Records:
Establish a system for maintaining corporate records, including meeting minutes, shareholder records, and financial statements.
Keep accurate and up-to-date records of important corporate activities and transactions.
Business Licenses and Permits:
Identify and obtain any necessary business licenses and permits required for your specific industry or location.
Research the licensing requirements at the federal, state, and local levels to ensure compliance.
Annual Reports and Fees:
Stay compliant with annual reporting requirements by filing annual reports with the Secretary of State or the appropriate state agency.
Pay any required annual fees to maintain the corporation's active status.
It is important to consult with an attorney or a business professional who specializes in corporate law to ensure that you follow all legal and regulatory requirements specific to your state of incorporation. They can guide you through the process and help you complete the necessary entity filings accurately and on time.