How to Set up a Corporation Without a Lawyer. Setting up a corporation sounds impressive and complex, but the truth is that to create a business, you simply have to list a few of the company's facts and essentials and file an application with the Secretary of State. It's running a new company and facing the many challenges of building a business that will really require professional assistance.
Items you will need
- Computer with Internet access
- Articles of Incorporation
- State filing fee
Create the corporation's Articles of Incorporation. The requirements will vary from state to state, but local governments generally mandate that Articles include the name of the corporation, the number of shares the corporation will issue, the street address of the corporation's headquarters and the name of the agent within that office who may be served with a summons. You can find most states' Articles of Incorporation forms online (see Resources below).
Determine what type of corporation you want to create. The two main classes are C corporations and S corporations. C corporations are the most common, and leave a business liable for its own tax burden. With S corporations, a board of shareholders assumes the tax liability.
Consider registering your corporation in Delaware. The state of Delaware has laws that make it an extremely attractive place to incorporate. Many companies register with Delaware as a "home" state, even if they don't do business there. You can find a Delaware Certificate of Incorporation form online (see Resources below).
File those Articles with the Secretary of State of the state in which you choose to be headquartered.
Submit a check with the Articles of Incorporation. Processing fees for this service vary by state.
Register as a foreign corporation if you will be doing business in any states not designated as your home state. For instance, if you register as a Delaware corporation, you'll want to register as a foreign corporation in your actual home state. You can obtain the appropriate forms from your state government, and usually they are on the Secretary of State's Web site.
Even if you set up a corporation without a lawyer, you may still end up consulting with one in the near future, so this might be a good time to start asking around for referrals. Budget several days to obtain and carefully fill out the necessary forms, as well as research the benefits of different corporation types. Search the internet or consult self-help books for business owners like those published by Nolo Press (see Resources below) and other publishing houses for more information on setting up a corporation without an attorney.
Think through your corporate goals before setting up a corporation without a lawyer. If you file and then decide to amend your stock offering, corporate officers or headquarters, you will need to submit amendments, for which most states charge a fee. To avoid future liability, educate yourself on what you need to do to stay compliant. Local libraries often have extensive business sections. The main advantage of bypassing a lawyer, of course, is not having to pay expensive legal fees. But if you choose not to hire a lawyer, you may miss out on important advice that could save you even more money in the long run.