• Select name. Check with Secretary of State on availability of name and reserve it with Secretary of State. See Corp C §201(c).
  • Prepare articles.
  • Obtain approval, if necessary, from appropriate licensing board for use of fictitious business name.
  • Prepare bylaws.
  • Have incorporator(s) and named first director(s), if any, sign articles. Have signature(s) acknowledged. Corp C §200(b).
  • File articles with Secretary of State and request two certified copies. Corp C §§110, 209.
  • Order corporate package, if desired, including, e.g., seal, stationery.
  • Draft contract documents and arrange to assign existing contracts.
  • Give required notice of first meeting of board of directors or secure waiver of notice. Corp C §307(a)(3).
  • Hold first meeting of board of directors:
    • Elect temporary chairperson and secretary of meeting.
    • Adopt bylaws.
    • Adopt corporate seal.
    • Adopt form of stock certificate.
    • Adopt other resolutions relating to formation of corporations.
    • Adopt resolution to apply for certificate of registration and authorize registration fee, if necessary.
    • Adopt insurance or personal guaranty resolution.
    • Approve contracts and agreements prepared earlier. Note, however, that no contracts may be executed on corporation’s behalf until certificate of registration has been issued.
    • Adopt resolutions to open bank accounts and to authorize officers to endorse checks and conduct other bank transactions.
    • Adopt resolutions setting salaries of officers and approving employment contracts with officers or other employees and restrictive stock agreements.
    • Adopt resolution authorizing payment of costs and expenses of organizing the corporation.
    • Adopt resolution designating principal office of corporation.
    • Adopt tax resolutions.
  • Prepare corporate books and minutes of first meeting.
  • Prepare and submit application for certificate of registration (including required data, documents, and registration fee) to appropriate professional board.
  • Issue stock with appropriate legend as specified in rules of appropriate board. See, e.g., 16 Cal Code Regs §1060(d); Law Corp R 3.157.