The general process of forming and organizing a corporation, which is commonly referred to as "incorporation," generally consists of the following steps:

(A) Collecting all needed information and reviewing requirements of the business with client;

(B) Preparing and filing articles of incorporation along with appropriate filing and license fees;

(C) Obtaining a corporate minute book, corporate seal, share certificates, and other supplies;

(D) Preparing bylaws;

(E) Holding an organizational meeting for the corporation; and

(F) Preparing organizational minutes, share certificates, and other approved documents.

These basic requirements tend to make the formation and organization of a corporation may be more costly than similar activities for other organizational forms. It is important to remember that each state has its own specific requirements regarding the formation and organization of corporations.

While lay persons might not unreasonably conclude that the corporation exists once its articles are filed in the office of the secretary of state, incorporation in a substantive legal sense is just beginning. With the advent of corporation kits and software featuring form bylaws and minutes, etc., it is not all that difficult to miss things. And, if the client handles the "incorporation", it is virtually certain that matters will be missed. While not intended to be exhaustive the following list contain some, but not all, of the more common "omissions":

1. The number of directors appointed by the incorporators or elected by the directors is inconsistent with the number authorized in the bylaws;
   
   
2. Inadequate documentation including the documentation of share issuances and the absence of minutes regarding shareholder or director actions, or the election of directors and officers;
   
   
3. Defective issuance of shares, including the failure to issue shares to founders and the breach of share issuance agreements; and
   
   
4. Unauthorized actions by directors; and
   
   
5. Failure to attend to other procedural formalities such as bank resolutions, S Corporation elections, workers' compensation insurance, and debt acknowledgments.

AGREEMENTS, DOCUMENTS & FORMS:

General Form of Articles or Certificate of Incorporation
Bylaws
New Corporation Questionnaire
Articles of Incorporation for Manufacturing Company
Capital Stock Provisions for Articles of Incorporation
Purpose Provisions for Articles of Incorporation
Bylaws for Small Profit Corporation
Bylaws for Closely-Held Corporation
Checklist for Organization of California Corporation
Minutes of First Meeting of Board of Directors
Minutes of Organizational Meeting of Incorporators
Attorney Letter to Client Concerning Post-Incorporation Matters
Attorney Letter to Client Concerning Observance of Corporate Formalities
Bylaws for California Corporation