Starting a Business Starting a Business Checklist 2: Registration & Incorporation

  1. This article will guide you through the process of registering and incorporating a new business. It follows the preliminary steps you must take before registration, covered in Starting a Business Checklist: The Planning Stage, the first article of our series of three "Starting a Business" checklists.

    Incorporate or Register Your Business


    1. Confirm the state you selected to register the business is still appropriate.

    Before proceeding to register your business with the state, confirm with your accountant or with the appropriate state entity that nothing substantial has changed since your last review. Important items might include tax, reporting and registration fees and requirements.

    2. Register your business name as a domain name.

    The order in which you proceed to register your business may be important. If you register your business name with the county clerk (see the next step), then you should register your business as a domain name immediately to avoid domain name poachers from registering your name after seeing your name appear on the new business registry. You can easily and quickly register your business name with an accredited domain name registrar.

    3. Register your business name with the county clerk.

    This separate step is not necessary if you incorporate your business and complete the filing. However, you may wish to reserve your business name if you aren’t incorporating immediately or if you wish to file for a “fictitious business name”, which allows your company to be “doing business as” a specified name. For example, you may wish to set up a website hosting business as a sole proprietorship using your name but also do business as “Jack & Jill’s Cheap VPS Hosting Services.”

    4. Register your business name as a state or federal trademark.

    You can apply for statewide trademark protection by filing with your state government, which is typically with the department of state, secretary of state or division of corporations. While it is cheaper to file for a state trademark than a federal trademark, it is usually worthwhile and highly advantageous to register for national trademark protection with the USPTO, the United States Patent and Trademark Office. In the age of the Internet and World Wide Web, you should expect that your business may expand beyond state boundaries and you would prefer to have business and trade name protection there too.

    5. Complete the business forms required for the type of organization you will file and pay the fees.

    Below is a list of different types of documents that you will generally need to file in the state within which you wish to register or incorporate. Filing fees for states vary but usually the entire process, depending upon the type of organization, should not be more than a few hundred dollars. You can search your state division of corporations or secretary of state website for forms or you may wish to have an incorporation expert help you with the formalities. Before completing the list, you may wish to familiarize yourself with some of the important terms:
    • Board of Directors

      All corporations (profit and non-profit) must have a board of directors (the “board”), a group of people who represent the shareholders of the corporation. The board doesn’t deal with management of the day to day activities – it handles the vision and mission of the company as a whole, providing guidance and governance. You will need at least one board member and some states and organization types may require more to be named when incorporating your new company.
    • Articles of Organization / Articles of Incorporation

      This document, when filed, establishes the organization’s or corporation’s existence and typically contains the rules and regulations that govern the operations and management of the company. While they do not need to be complicated, your state may have special requirements as to what is needed to be included in the Articles of Incorporation (for corporations) or Articles of Organization (for other entities.)
    • Registered Agent

      This is a person who can accept legal papers (or service of process) on behalf of the corporation or organization. If you are creating a corporation or organization in a state other than where you live, you will need to specify a registered agent who resides in that state and you will probably need to pay the agent an annual filing fee for the service.
    • Business Buyout or Buy-Sell Agreement

      The plan for how a business is to be divided upon termination of the existence of the business or a partner (in the case of partnerships.) It will commonly include terms such as the price paid to the partner, if other partners have a "first right" to purchase if an offer is made by a third party and events that trigger a buyout.

    Requirements of filing for common business types:
    • Sole Proprietorship: None, only a DBA (“doing business as”) form if used.
      • Partnership
      • Partnership Agreement
      • Business Buyout or Buy-Sell Agreement
    • C Corporation
      • Articles of Incorporation
      • Corporate Bylaws
      • Business Buyout or Buy-Sell Agreement
    • S Corporation
      • Corporate Bylaws
      • Business Buyout or Buy-Sell Agreement
    • LLC – Limited Liability Company
      • Articles of Organization
      • Operating Agreement
      • Business Buyout or Buy-Sell Agreement
    • Professional Corporation (PC) and Professional Limited Liability Corporation (PLLC)
      • Articles of Organization
      • Operating Agreement
      • Business Buyout or Buy-Sell Agreement

    Next Steps: Setting Up Your Business Operations

    Now that you’ve completed registering and filing your company with the state and federal government, it’s time to set up your business in the real world. Our next checklist will guide you through the post-registration process and help you to successfully open up your doors for business.
    Business, Corporate & Nonprofit Law:
    Formation of a Business

    Michael M. Wechsler

    Michael M. Wechsler
    Michael M. Wechsler is an experienced attorney, founder of TheLaw.com, A. Research Scholar at Columbia Business School and of-counsel to Kaplan, Williams & Graffeo, LLC. He was also an SVP and chief Internet strategist at Zedge.net and legal consultant at Kroll Ontrack, a leading service e-discovery and computer forensics service provider.

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