How to Incorporate an Existing Business

File Articles of Incorporation to incorporate an existing business.

Corporations provide a business structure that limits the liability of company owners to the investment they pay into the company. Existing businesses can benefit from incorporating by limiting the liability of owners, gaining increased access to capital markets and extending the life of the company indefinitely. As a trade-off, federal and state governments subject corporations to corporate tax rates that may be higher than those for private companies. Business owners must take several steps to incorporate their business.

Instructions

1. Select the state of incorporation. Companies incorporate at the state level, so choose any state. Many prefer to incorporate in the state where most business transactions take place, but others choose states with lower tax structures and fewer paperwork requirements.

2. Register your corporation name. Contact the corporate filing office of the state of your choosing to register your corporation’s name. Most states require designators such as Company, Incorporated, Limited, Co., Ltd. or Inc. in the company name. Additionally, corporation names may not duplicate existing registered company names.

3. File Articles of Incorporation. Articles of Incorporation designate the company name, business purpose, stock structure and correspondence address of the corporation. Write and file the Articles of Incorporation with the corporate filing office of your state.

4. Pay any filing fees. In addition to submitting Articles of Incorporation, states require a filing fee accompany the Articles. Pay this fee by check or online when submitting the corporation’s Articles of Incorporation.

5. Write corporation bylaws. All states require corporations to adopt corporation bylaws. Corporation bylaws spell out procedures for voting on issues, appointing company officers, changing the bylaws, electing members of the Board of Directors and conducting business.

6. Choose the corporation’s Board of Directors. State corporate laws require a minimum number of board members; appoint at least the minimum number to the corporation’s Board of Directors.

Tips & Warnings

• Write a business plan to assist in compiling information for the Articles of Incorporation and bylaws.

• Corporations require extensive paperwork filed quarterly or annually; check requirements to ensure you remain in compliance.

References

• SCORE.org: Eight Easy Things To Do Before You Form Your Company
• NOLO: How to Form a 501(c)(3) Nonprofit Corporation
• Michigan Department of Energy, Labor and Economic Growth: Review Procedures for C&S 500-Articles of Incorporation for Domestic Profit Corporations
• NOLO: Apply For Your Federal 501(c)(3) Tax Exemption

Resources

• Business.gov: Corporations
• Business.gov: Business Names