How to form a C-corporation for Food


Starting a corporation is not the same as starting a sole proprietorship or limited liability company. While the paperwork involved in forming a corporation is similar to that required for other types of business entities, it’s quite complex and requires more supporting documents than those used by other forms of businesses. In addition, you must meet specific requirements to register your C-corporation with state and federal agencies. It’s important to take time upfront to understand how corporate structures work and make sure your business fits within its scope before setting up an entity.

Review the state and federal laws governing your industry

You’ll need to become familiar with the rules that govern your industry. This includes not only the federal laws but also any state and local laws as well. For example, if you’re selling food products, you’ll want to make sure that your business’s practices comply with FDA Code of Federal Regulations Title 21 Part 113 (Food Labeling) and any other applicable federal regulations.

Register your business name

  • Register your business name with the state by filing an application with the division of corporations in your state. If you choose to register your name with a county instead, you may need to file this application at the same time as registering for an account with your chosen payment processor.
  • File a trademark application if you want to protect an existing brand or logo. This step can be done before or after incorporation, but it’s recommended that you do it before applying for any federal permits because they usually require proof of ownership of all intellectual property associated with your company’s business plan as well as documentation proving that no one else has been using similar materials without permission (which is unlikely unless someone has stolen them).
  • Apply for professional licenses specific to food and beverage businesses such as those required by health inspectors when opening up shop or selling products within their jurisdiction.

File articles of incorporation

After you’ve completed your business plan, filed any necessary applications and permits, and gotten the funds you need to start your new business up and running, it’s time to file articles of incorporation.

When filing articles of incorporation with the division of corporations in your state, you’ll need to provide information about how many shares are being issued by the corporation and how much money each share is worth. Your board of directors will also be listed on these documents along with a statement as to whether or not any dividends will be paid out. In addition, each shareholder should include their name and address on this form so that they can receive notification if anything changes within the company.

Write a board resolution

Next, write a resolution that describes the management structure of the corporation. This document should include:

  • The names and addresses of all directors and officers.
  • The number of shares designated for each class of stock (usually common or preferred) and the number issued in total.
  • Plans for issuing additional shares to raise money later on. (It’s not necessary to specify an amount at this point.)

Finally, you need to issue certificates representing ownership in your corporation before you hold a meeting at which shareholders will be elected. You can do so by using an online services.

Develop bylaws

The bylaws are an internal document that defines the roles and responsibilities of directors, officers and shareholders. They also define voting rights for shareholders. In general, the board of directors can amend bylaws without shareholder approval.

In addition to setting the overall framework for your company’s operations, you’ll need to address a number of other issues in your corporation’s bylaws:

  • How will meetings be conducted? Who has a right to attend meetings? Who has authority over certain decisions?
  • How do you want shareholders’ votes cast (by proxy or in person)?
  • What kind of notice is required before holding a meeting?

Hold the first meeting of directors

  • The first meeting of directors is held to adopt bylaws and elect officers. In this meeting, you’ll decide who will be directors and officers, how many directors should be elected, and how they’ll be elected.
  • You need the signatures of all your directors on the certificate of incorporation in order to file it with the state.

Issue stock certificates to each stockholder

Stock certificates are evidence of ownership in a corporation. They are the paper that represents your share of the company’s assets and liabilities and establish your rights, responsibilities and privileges as a shareholder.

When you receive stock certificates from a company, it means you own shares in that corporation. You can use these stocks as collateral for loans or sell them to other people who want to invest in your business.


It’s important to remember that the steps outlined here are only a guide. If you have any questions or concerns, we encourage you to consult with a tax professional or attorney.

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