Five Documents You Should Have When You Incorporate


Technically, to form a corporation, you only have to file articles of incorporation (or a corporate charter) with the secretary of state. But if you want to operate as a legitimate business that engages in regular transactions with customers to make money, you’re going to need a little more.

Here are the basic documents that you should have in your initial corporate kit:

  1. Articles of Incorporation: In this, you provide basic identification the key players, the number of shares of the corporation, and appoint a registered agent. Typically, this is the only document you file with the secretary of state.
  2. Resolutions of Incorporator: This document is stupid, but a technical formality that you need to follow through with to ensure the legitimacy of your initial board of directors. So I guess it’s not stupid. Ok, yeah, it is, actually. But as Ben Folds says, Do It Anyway.
  3. Bylaws What are the rules that will govern your company? You get to decide. But you should decide, and you should put them in writing. That’s what bylaws are. No legitimate corporation operates without them. So if you want to be legitimate, get some.
  4. Resolutions of Your Board of Directors: It is ok if you don’t want to have a formal meeting, but at a minimum, you should consent to act without a formal meeting to make basic resolutions, such as adopting a corporate seal, determining initial share allocations, and opening a bank account, among other things.
  5. Subscription Agreements to Issue Stock to Founders and a Stock Ledger: What separates a corporation from an LLC is that shareholders own stock, rather than abstract equity interests. To formalize this arrangement, you need to issue stock to the founders of your company. If you’re a startup, it’s a very good idea to make the stock a restricted stock purchase subject to a vesting period.

Those documents are the minimum you should include, but there are others that may also be critical, as well, depending on what type of company you are and hope to become. Some companies will also need technology assignment agreements, confidentiality agreements, and shareholder agreements. Check with a qualified professional to determine if these apply to you.

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