Step 1: Introduction

Welcome to the Royse Law Incorporator! The Royse Law Incorporator is designed to help you incorporate and structure your company in Delaware or California. For an all-inclusive fee of $499, we will incorporate your company and provide a one hour consultation with an attorney.

The $499 fee covers the following:

  1. Incorporation of your Company in the states of California or Delaware (which includes name reservation, drafting and filing of Certificate/Articles of Incorporation).

  2. Certificate or articles of incorporation, bylaws, organizational resolutions of the board of directors and action by incorporator.

  3. Proper board formation and appointment and designation of officers.

  4. Indemnification agreements for all directors.

  5. Agreements assigning to the company ownership of IP created or developed by employees or consultants.

  6. All costs in connection with the above (excluding expedited filing and service fees).

Step 2: Disclaimer

By selecting "I agree to the Terms of Use" below and using the Royse Law Incorporator, you agree to the following:

  • Attorney-Client Relationship. The Royse Law Incorporator provides tools, templates and forms to be used in connection with legal advice provide by licensed attorneys of Royse Law Firm, PC ("Royse Law Firm"). Accessing or downloading forms from the Royse Law Incorporator does not by itself create an attorney client relationship between the user and Royse Law Firm. Any such relationship may only be formed pursuant to a written engagement letter executed by Royse Law Firm. Absent the establishment of an attorney client relationship with Royse Law Firm pursuant to a written engagement letter, you may not rely on any documents of information contained within the Royse Law Incorporator.

  • Privacy Policy. The Royse Law Incorporator will require the collection of certain information. Your use of the Royse Law Incorporator is subject to the Privacy Policy.

  • Circular 230 Compliance. To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained herein is not intended or written to be used, and cannot be used, for the purpose of
    (i) avoiding penalties under the Internal Revenue Code or
    (ii) promoting, marketing or recommending to another party any transaction or matter that is contained in this document.

I agree to the Terms of Use

Step 3: Instructions

Instructions for completing the questionnaire:

  • Answer as many questions as you can. For assistance with questions, click on the 'Help' button next to the form - you will find some helpful tips that will assist in answering. If you still have unanswered questions, you can address them in your session with the attorney.

  • Saving and Reusing Your Answers. You may save your answers if you are unable to complete the entire questionnaire in one session. To save your answer set, click on the 'Save and Continue Later' button and type in an email address to receive reload instructions. To reload a saved answer set, click on the link provided in the email you received.

  • Formation of your Company. We will complete the formation of your company with the information you have provided after you have had the opportunity to consult with one of our attorneys. This one hour consultation is included in the price you pay for the incorporation of your company.

  • Questions? For questions about the questionnaire or about the formation process, email us at rroyse@rroyselaw.com.
Ready to set up your company? Click the 'Next' button to continue.

Step 4: Incorporation State

 
Select State in which the Company will be Incorporated :

      California

      Delaware

The RoyseLaw Legal Expert can help you decide the state in which to incorporate.

Step 5: Contact Persons

 
Principal Contact Person

First Name :
Last Name :
Telephone # :
Email Address :
 
Secondary Contact Person (Optional)

First Name :
Last Name :
Telephone # :
Email Address :

This is the person who will be the point of contact on behalf of the Company. This can be changed at a later time by emailing your Royse Law Firm attorney.




Incorporator Contact Information

Incorporator Name :
Address :

An Incorporator or Promoter is the one responsible for the process of incorporating the company. The business is fully incorporated once the Incorporator signs and files the Articles/Certificate of Incorporation. The Incorporator may continue to participate in the operations of the company after incorporation unless he/she withdraws or appoints directors to conduct business of the company.

In this case, a Royse Law Firm attorney will be the incorporator. Upon receiving the file stamped Articles/Certificate of Incorporation from the State, we will withdraw as the incorporator and appoint directors chosen by you who will have all powers outlined in the bylaws.




Select a Registered Agent for your Corporation

Registered Agent:

The State requires a registered agent to be appointed in the State of incorporation. A registered agent is one who resides in the State and will accept service of process and other communications on behalf of the company. It can be a person or a corporation, but cannot be a post office box address. You cannot list your own corporation here.

Having a founder as an agent for service of process has some distinct advantages, such as reducing the cost and time of forwarding the communication. If however, the founders are located in a state other than the state of incorporation, this service can be provided by a professional service for a small fee. The agents will receive process in the state and forward all communications to the official address of the company. We recommend some of our preferred registered agents. If, however, you would like to appoint another agent, please fill in their address. Please note that this agent must be located in California.

The State requires a registered agent to be appointed in the State of incorporation. A registered agent is one who resides in the State and will accept service of process and other communications on behalf of the company. It can be a person or a corporation, but cannot be a post office box address.

Having a founder as an agent for service of process has some distinct advantages, such as reducing the cost and time of forwarding the communication. If however the founders are located in a State other than the State of incorporation, this service can be provided by a professional service for a small fee. The agents will receive process in the State and forward all communications to the official address of the company. We recommend Harvard Business Services. If, however, you would like to appoint another agent, please fill in their address. Please note that this agent has to be located in Delaware.

Step 6: Business Information

 
Proposed Name of Corporation

First Choice :
Second Choice :
Third Choice :

Choosing a name: Have the names been reserved with the Secretary of State? If not, click here to confirm name availability for California incorporation

In California, you should ensure that the proposed name is not the same as or deceptively similar to or substantially the same as an existing name. You should note that if the only difference between the proposed name and the existing name are one of the following, it may be rejected by the Secretary of State:

1. The case of the letters (upper case/lower case difference);
2. Accent marks above the letters;
3. Subscript or superscript characters;
4. Existence or absence of one or more business endings (such as Incorporated, Corp, Ltd, Company, Co. etc.);
5. Presence of punctuation marks and symbols between the letters;
6. The addition or absence of numerical value, compass direction, geographic designation or the word 'holding' or 'holdings';

However, if there is consent from the business entity with the existing name, it is possible to register with the Secretary of State. If you would like to explore this option, please fill in the proposed name with the words 'Consent' and an attorney will contact you.

Choosing a name: Have the names been reserved with the Secretary of State? If not, confirm name availability by checking https://delecorp.delaware.gov/tin/EntitySearch.jsp for Delaware incorporation.

For a Delaware Corporation, the Delaware General Corporation Law (DGCL) requires the name to contain any one of these words or its respective abbreviations: "association," "company," "corporation," "club," "foundation," "fund," "incorporated," "institute," "society," "union," "syndicate," or "limited" or similar words from foreign jurisdictions unless the Company's assets are greater than ten million dollars as determined by the State. It should also NOT contain the word 'bank' unless the company is in fact a bank regulated by the applicable Federal and State laws.

Please enter an anticipated incorporation date that is today or later. Please remember that we will not be able to file for incorporation until you complete the call with our attorney.




Anticiplated Incorporation Date

Incorporation Date :

Please enter an anticipated incorporation date that is today or later. Please remember that we will not be able to file for incorporation until you complete the call with our attorney.




Address of the Principal Office of the Company

Company Address :

Please provide an actual business or residential address. This address cannot be a post office box, and does not have to be located in the state of incorporation or even in the United States.




Company's Fiscal Year End Date

Year End Date :

Most US businesses use December 31 as the end of a year for reporting taxable income. However, sometimes businesses that have specific non-calendar business cycles (such as seasonal businesses) might want to consider choosing a fiscal year as their reporting period as opposed to a calendar year. Just remember though, that if you have already filed under a calendar year and want to move to a fiscal year, or vice versa, you have to get the approval of the IRS before doing so. In the following situations, you must adopt the calendar year:

1. You keep no books or records;
2. You have no annual accounting period;
3. Your present tax year does not qualify as a fiscal year; or
4. You are required to use a calendar year by a provision of the Internal Revenue Code or the Income Tax Regulations.

For further information, read: http://www.irs.gov/Businesses/Small-Businesses-&-Self-Employed/Tax-Years




Description of the Business:

Business Description :

Provide a brief description of the purpose of the business, in not more than a few words or a sentence.

You should note this purpose cannot be a banking business, a trust business, the practice of law, the practice of a profession. If your business falls within one of these categories, please make sure to mention this to the attorney in your consultation.

Provide a brief description of the purpose of the business in not more than a few words or a sentence.




List States that the Corporation will do business in:

Business States :

Most states require you to register/qualify prior to transacting intrastate business within the state. Each state has its own definitions of 'transacting intra state business' but some general guidelines that most states follow while requiring this registration include engaging employees in that state and setting up branch offices among other factors. California permits you to perform a wide variety of activities without obtaining this qualification, such as opening bank accounts and effecting sales through independent contractors. It is best to check with your attorney before embarking on any such activities to ensure compliance with the local laws.

Step 7: Capitalization and Stockholders

 
Capitalization of the Company :

Founder #1
Name :
Address :
Phone :
Email :
Ownership Percentage :

Additional Founders :         

Capitalization of the Company is the representation of share ownership of the company. There is no 'one size fits all answer' in terms of determining ownership percentages, but some factors taken into consideration while making this determination are contribution to the team in terms of time, expertise, financial resources, relationships and such. Please enter the ownership percentages of each founder here.

Unless otherwise stated, total shares authorized will be 10,000,000 shares of Common Stock, no par value.

Capitalization of the Company is the representation of share ownership of the company. There is no 'one size fits all answer' in terms of determining ownership percentages, but some factors taken into consideration while making this determination are contribution to the team in terms of time, expertise, financial resources and relationships. Please enter the ownership percentages of each founder here.

Unless otherwise stated, total shares authorized will be 10,000,000 shares of Common Stock, par value $0.0001.




Are Any of the Founders Mentioned above Not US Persons? :

      Yes

      No

Who among the founders mentioned above are either non-resident aliens or non-citizens?

If these persons are either green card holders or US citizens, mark 'No', if not mark 'Yes' and specify the name, country of citizenship and US visa details.

Step 8: Management and Directors

 
Initial Number of Directors :

No. of Directors :

The Company's Board of Directors (the "Board") has the responsibility and legal authority to manage the business and affairs of the corporation. A California corporation must have a minimum of one director if it has one shareholder, two directors if it has two shareholders and three directors if it has three or more shareholders.

The Company's Board of Directors (the "Board") has the responsibility and legal authority to manage the business and affairs of the corporation. As a Delaware corporation, the board can consist of one or more directors.




Details about Initial Directors :

Director #1
Name :
Address :
Phone :
Email :
Fax :

Additional Directors :         

While it is in your discretion to appoint directors to the board, we recommend being judicious through this process. Always be mindful that the directors are responsible for the day-to-day operations of the company and will not be required to get shareholder consent for many of these operations. Also remember that after a round of funding (mostly Series A); one or two directors will continue to be board members, while the others might have to step down.




Names of the Officers :

President :
Chief Financial Officer :
Secretary :
Chief Executive Officer :

California requires that all corporations have three officer positions: president, chief financial officer and secretary. These three positions may be filled by one person or by separate individuals.

Delaware has no specific requirements about officer positions. Some of the typical positions are: Chief Executive Officer, Chief Financial Officer and Secretary.

Step 9: Conclusion



Thank you for using the RLF Legal Wizard. One of our representatives will contact you shortly to set up a time to speak with one of our attorneys and to provide you with instructions for payment. If you want to save your answers for review later, click the 'Save and Continue Later' button. If you want to submit your answers for the attorney to review, please click the 'Submit' button at the bottom of the page.

In addition to the basic formation of your corporation, we also offer the following additional services:

Employer Identification Number
An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number and is used to identify a business entity. Domestic corporations must obtain an EIN.

Federal and State Securities filings
In general, securities sold in the U.S. must either be federally registered or exempt from registration. Some exemptions from the registration requirement include private offerings to a limited number of persons or institutions, offerings of limited size, and intrastate offerings. In addition to federal law, an offer for the sale of a security must also comply with applicable state (or Blue Sky) securities laws.

S Election
A domestic corporation may elect to be taxed as an "S Corporation", under which the corporation itself will not be subject to tax but the income and loss of the corporation will pass through and be taxed to the shareholders based on their pro rata ownership of the corporation.

BEA Filings
The Bureau of Economic Analysis (BEA) under the US Department of Commerce requires certain filings by US companies that have foreign ownership of 10% or more.

Vesting Restrictions
The founders' shares may "vest" (or be earned) through continued service to the company or the achievement of milestones. If the shares are subject to vesting, the shareholders may be required to sell their unvested shares back to the company at cost upon termination of service with the company. A vesting schedule is typical in many Silicon Valley companies. While not absolutely necessary, it is a way to ensure continued loyalty of the founder to the company. A typical vesting schedule consists of shares vesting over a four year period with a one year cliff.

The following template documents:

Consultant Agreements
A consultant agreement identifies the legal rights, duties and obligations of the company's non-employee service providers.

Employment Agreements
The company may have offer letters or more formal employment agreements with its employees.

Proprietary Information Agreements and Invention Assignments (PIIA)
A PIIA is used to ensure that intellectual property (IP) that is developed by employees and consultants for the company is assigned to the company. Absent a PIIA, a company may not be able to prove ownership of its IP.

Non-disclosure Agreement (NDA)
An NDA prohibits a party from disclosing the company's confidential or proprietary information. The Company would want an NDA from any party, such as an investor or partner, before disclosing confidential information.

Advisory Board Agreements
Many companies have advisory boards, which do not have corporate authority to act but advise the company on various matters.

Stock Purchase Agreements
Corporations are owned by stockholders. The Company will soon raise capital and/or establish relative ownership among its founders by issuing shares of its capital stock pursuant to stock purchase agreements, which establish the terms (price, number of shares, etc.) of the shares.

Capitalization Table and Stock Ledger
Corporations are required by law to maintain records of its stockholders in a ledger or register. The company may also keep a capitalization table which readily shows the ownership of its equity holders.

Board and shareholder consents and resolutions
The Board can take action either at a duly noticed meeting at which the required number ("quorum") of directors is present or by unanimous written consent without a meeting. Shareholders have a limited role in the conduct of the business. Shareholder meetings are generally held at the same time each year to elect directors. In addition, special meetings of the shareholders may be called to consider other important matters. The shareholders may take action at a duly noticed meeting, by written consent, or by ballot distributed to all of the shareholders.

Indemnification Agreements
Indemnification agreements require corporations to bear the costs of directors for actions they take in their official capacities.