How to form a C-corporation for Flour

Introduction

A corporation is an independent legal entity that’s separate from its owners, directors, and officers. It can sue and be sued, enter into contracts in its own name, hire employees, pay taxes and generally conduct business as if it were human. If you want to start your own business as a corporation—or even incorporate an existing one—you’ll need to form it properly under state law.

Determine the type of business organization your company will be

A business structure is the way in which a company is legally organized. There are four basic business structures: sole proprietorship, partnership, S corporation, and C corporation. Each structure has its own tax implications and that will affect your decision on what type of organization you will choose for your flour milling company.

Obtain a federal employee identification number (EIN) for your corporation

This is a unique number that the Internal Revenue Service (IRS) assigns to corporations and LLCs in order to identify them for tax purposes. You can apply online (IRS.gov), by mail or fax.

 Adopt Articles of Incorporation

The articles are a set of legal documents that define the structure and purpose of your corporation. They must be approved by all incorporators, so it’s best to have everyone involved in their development before adopting them. After adoption, they’re filed with your state’s secretary of state or equivalent office.

The following information should be included in these documents:

• Name and location—Choose a name for your company that’s short, descriptive, and easy to remember. Include words such as “corporation,” “incorporated,” or “limited.” You will also need an address where you can receive mail; this address does not necessarily have to be where your business office is located but should be somewhere within the county where it was formed. Lastly, include information about any other businesses that may share this same name as yours.

Draft bylaws

The corporate bylaws are rules that govern the internal affairs of the corporation. The board of directors adopts and amends these rules. Bylaws aren’t required by law, but they’re often recommended. It’s a good idea to adopt your bylaws at the same time you file articles of incorporation with your state.

To be valid, a corporation’s bylaws must be:

• Adopted by its board of directors
• Submitted for approval to shareholders who have been given proper notice before voting on them

Identify and appoint the initial directors and officers of the corporation

The Articles of Incorporation will not provide for any directors until after you have held your first meeting, so it is important that you first form a Board of Directors to oversee your company. Your corporation’s bylaws will identify how many directors your corporation will have, who will serve as directors, and how directors are elected.

The initial board members may be identified at this time or they can be added later by amendment to the articles.

Hold an initial meeting of the board of directors

The board of directors is responsible for the management of your corporation, and they are elected by shareholders. In some states, some members must be non-employees.

Adopt resolutions authorizing incorporators to file articles of incorporation

This will be done on behalf of all shareholders and future shareholders at this time. Once you’ve filed with the secretary of state’s office, your corporation is officially formed! You can then begin running it as a business entity by making decisions about how best to organize yourself internally and what kinds of activities you want to engage in going forward.

File articles of incorporation

The secretary of state is like the main office in charge of businesses that operate in your state, while a designated filing office handles specific types of business filings. You can find this information online; just search “filing offices” plus the name of your state. For example: “California Secretary Filing Offices.”

Once you’ve filed with either party, they’ll send you back an official certificate that states when your corporation was formed and other important legal details about it. You’ll also have to pay some fees—the amount varies by location but usually costs between $100 and $200—plus another fee when it comes time to renew or update your business license every year or two.

Just like a human, a corporation needs proper formation in order to exist

A corporation may be formed through filing articles of incorporation with your state government office, or by filing articles of organization with your state government office and then paying an additional fee for registration as an LLC (which will give you some extra flexibility with regard to taxes). You can also form a corporation without going through these steps—for example, by simply using a DBA (“doing business as”) name for any business activities you perform under contract for others—but doing so isn’t recommended if you expect significant revenue from clients outside your immediate area.

Conclusion

The process of forming a corporation can seem daunting at first, but once you get into it and become familiar with the different steps involved, it will become second nature. Ultimately, most of these steps are similar to the ones you’d take if you were starting out on your own as an entrepreneur or freelancer. The good news is that there are plenty of resources available online that can help you navigate this process—and even provide step-by-step instructions on how to start your own business!