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Starting a Business Checklist
Shaw Pittman  
(c) Copyright 2001 Shaw Pittman. All rights reserved.

Incorporation Checklist

Organization

  1. Select legal form of organization (proprietorship, partnership, corporation, limited liability company).
  2. Register name or file Certificate of Incorporation, Certificate of Limited Partnership, or Limited Liability Company Articles of Organization.
  3. Once formed, apply for Authority to Conduct Business in applicable jurisdictions (if any).
  4. Order Minute Book and seal.
  5. If a corporation, adopt organizational resolutions of the Board of Directors.  (If another form of entity, take similar action appropriate to such entity form.)

    a) adopt bylaws (see item 6 , below)

    b) select and appoint officers

    c) establish location of principal office

    d) adopt corporate seal

    e) approve opening of bank accounts and signatories therefor

    f) approve form of stock certificate

                        g) determine appropriate amount of initial capitalization, and approve 
        issuance of stock therefor

    h) set fiscal year date

    i) approve payment of organizational expenses

    j) ratify pre-incorporation actions taken

     

  6. Adopt Bylaws, Limited Partnership Agreement, or Operating Agreement, as applicable.  
  7. Execute investment letter for each stockholder (or similar equity holder) in connection with initial issuance of shares (or similar equity interests).  
  8. Collect payment from and issue shares (or similar equity interests) to each purchaser thereof.  
  9. If a partnership or limited liability company, amend Schedule A (list of partners or members), and obtain executed signature pages of the Limited Partnership Agreement/Operating Agreement from each partner/member.

General

  1. Secure vendorís license or other business permits as needed.  
  2. Check local zoning ordinances regarding zoning, licenses, etc.  
  3. Check with Building Permit Office before opening.  
  4. Be aware of what EPA/environmental requirements may apply to your business.  
  5. Check with insurance agent about what coverage you will need.

Taxes

  1. Undertake analysis of various tax issues relating to establishment of this entity, including discussions with tax counsel/advisors.  

  2. File Form SS-4: Application for Employer Identification Number.  

  3. If required to have a vendorís license, you will be responsible for collecting and remitting sales tax.  

  4. If a Small Business Corporation, file Form 2553.  
  5. Contact county and/or city tax offices for personal property and local tax requirements.  
  6. Contact state tax office for state tax requirements.  
  7. If incorporated, will need to pay annual corporate franchise tax.  
  8. Be prepared to make estimated quarterly income tax payments.

Employees

  1. Determine whether any employees will have employment agreements.  
  2. Collect and keep on file a Form I-9:  Employment Eligibility Verification for each employee.  
  3. Collect and keep on file a Form W-4 for each employee.  
  4. You are required to withhold federal income tax for each employee.  
  5. You are required to withhold and match social security and medicare deductions for each employee.  
  6. You are required to withhold state income tax for each employee.  
  7. You are required to withhold city income tax for each employee where applicable.
  8. You must pay into:
  • Federal unemployment

  • State unemployment

  • State workerís compensation

  1. Make sure you have all posters available for display as required by law (wage & hour regulations, civil rights information, OSHA, etc.).  
  2. Understand the difference between employees and independent contractors.  If using independent contractors, check references, make sure they have their own insurance coverage, etc.  
  3. Be aware of OSHA regulations and how they affect your business.  
  4. Be aware of the Americans with Disabilities Act.  
  5. Create an employee handbook and have it reviewed by legal counsel.  
  6. Determine what benefits you will offer.

Planning the Operation

  1. Prepare a business plan, including projections of cash flow.
  2. Prepare a marketing plan with specific goals and objectives.
  3. Set up bookkeeping system.  
  4. Consider any accounting issues.  
  5. Set up other record keeping systems (inventory control, customer lists, etc).  
  6. Secure business stationery, including business cards.  
  7. Open a business checking account. 
  8. If extending credit, establish a written formal credit policy.  
  9. If accepting checks, write check acceptance procedures and safeguards.
  10. Secure professional resources (accountant, attorney, insurance agent, banker, etc.).
  11. Consider purchasing or leasing equipment and understand the savings and/or difficulties associated with each method.  
  12. If purchasing used equipment, know to check for liens or upaid sales tax, know how to require a bill of sale from seller containing an affidavit that the seller has full right to sell and transfer equipment and that said equipment is free and clear of any and all liens, mortgages, debts, or other encumbrances or claims.  Check with county to determine any UCC filings or chattel mortgages.
  13. Estimate monthly personal expenses.
  14. Estimate cost of advertising, decorating, inventory, fees, working capital, etc.
  15. Estimate cash needed to start your business.
  16. Understand bankís requirements for business loans.
  17. Consider alternative plans to financing.

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