Form a Corporation

by Bethany K. Laurence, J.D.

Follow these steps to form your own corporation.

1. Choose a name.
The name of your business cannot be the same as the name of another corporation on file with your state's corporations office (usually the Secretary of State's office). It must end with a corporate designator, such as “Corporation,” “Incorporated,” or “Limited,” or an abbreviation of one of those words.

The corporations office can tell you how to check if your proposed name is available for your use. For a small fee, you can usually reserve your corporate name until you file your articles of incorporation. For more information, contact your state’s corporations office or see Choosing a Business Name FAQ.

2. Appoint directors.
A corporation’s directors make the major policy and financial decisions for the corporation, including authorizing the issuance of stock and appointing corporate officers. The initial directors are not elected, but appointed by the owners of the corporation. Often, the owners simply appoint themselves to be directors, though the directors do not have to be owners.

3. File articles of incorporation.
All corporations must file "articles of incorporation" with the state’s corporate filing office. In this document, you fill out some basic information about your corporation, such as its name and principal office address. Some states (including Connecticut, Delaware, New York, and Oklahoma) use the term "certificate of incorporation." Washington calls the document a "certificate of formation," and Tennessee calls it a "charter." For more information on filing your articles, see Incorporate Your Business: A 50-State Legal Guide to Forming a Corporation, by Anthony Mancuso (Nolo).

4. Draft bylaws.
Corporate bylaws are the internal rules that govern the day-to-day operations of a corporation, such as when and where the corporation will hold directors’ and shareholders’ meetings and what the shareholders’ and directors’ voting requirements are. Typically, the bylaws are adopted by the corporation’s directors at their first board meeting. For more information, see Incorporate Your Business: A 50-State Legal Guide to Forming a Corporation, by Anthony Mancuso (Nolo).