FORMING A CORPORATION

Question 1

CREATED UNDER STATUTE

Answer 1

Corporations are created by complying with state corporate law, which in a majority of states is based on the Revised Model Business Act (“MBCA”).

Question 2

FORMATION TERMINOLOGY

Answer 2

A corporation formed in accordance with law is a de jure corporation. If all corporate laws have not been followed, a de facto corporation might result or a corporation might be recognized through estoppel

Question 3

PERSON, PAPER, ACT

Answer 3

To create a de jure corporation, we need a person, a paper, and an act.

Question 4

Person–Incorporators

Answer 4

To form a corporation, we need one or more persons who undertake to form it, who are known as the incorporators. The incorporators must comply with all applicable statutory requirements to form the corporation

Question 5

Paper—Articles of Incorporation

Answer 5

The articles of incorporation must include:
* The name of the corporation. The name must include one of the following words or an abbreviation: “corporation,” “company,” “incorporated,” or “limited.

The name and address of each incorporator
* A registered agent and the street address of the registered office. The registered office must be in the state. The registered agent is the company’s legal representative, meaning they could, for example, receive service of process for the corporation.
* Information regarding the corporation’s stock.

Question 6

Act—Corporate Existence Begins on Filing

Answer 6

To complete formation of the corporation, the incorporators will have notarized articles delivered to the secretary of state and pay any required fees.