1. Where should I form The Corporation?

You can incorporate in any of the 50 states. Delaware is the popular state because of its history, experience, popularity and pro-business climate. Over half of the companies listed on the New York Stock Exchange are incorporated in Delaware. Recently, Nevada has also gained popularity due to its pro-business environment and lack of a formal information-sharing agreement with the IRS.

Neither Delaware nor Nevada has corporate income taxes, and business filings in these states can usually be performed more quickly than in other states.

Many people also choose to incorporate in their home state. This may save you money because the corporation will not need to register as a "foreign corporation" if it does business in its home state.

However, if your home state has a high corporate income tax or high corporate fees, and your corporation will not "do business" in that state, it may be wise to incorporate elsewhere. "Doing business", means more than just selling products or making passive investments in that state - it usually requires having an office or otherwise having an active business presence. Incorporating Solutions Group, Inc. allows you to choose among Nevada, Wyoming or Delaware corporations.

2. Choosing a Name

In general, the name of a corporation does not need to end with "incorporated", "corporation", "corp." or "inc." (Unless the corporate name is a name of a person, which requires the addition of a corporate ending). Please note that a name will not be accepted if it is likely to mislead the public or if it too closely resembles the name of another corporation formed in that state.

Before you use the name of the corporation you choose, we can research and likely be able to reserve your chosen name at the Secretary of State of the state you wish to form your corporation.

Remember to decide on a 2nd and a 3rd choice as a back up. This will ensure the filing process will not be slowed.

If the name of the corporation is used in connection with goods or services, you may wish to consider obtaining federal trademark protection for the name. This ensures that no one else in the U.S. may use that name in connection with the same general type of goods or services (except in areas where someone else is already using that name).

Incorporating Solutions Group, Inc. can assist you with that process.

3. The Board of Directors

The board of directors, not directly by the shareholders, manages a corporation. The board must approve major business decisions. A director can be, but is not required to be, either a shareholder or an officer. Like representatives in Congress, directors are elected by the shareholders and typically serve for a one-year term. Each corporation must have at least one director.

Examples of procedures which must be approved by the board of directors include:

• Declaring a dividend
• Electing officers and setting the terms of their employment
• Amending bylaws or the articles of incorporation
• Any corporate merger, reorganization or other significant corporate transaction

Directors of a corporation owe duties of loyalty and care to the corporation. Generally, means that directors must act in good faith, with reasonable care, and in the best interest of the corporation.

4. Officers

Officers are appointed by the board of directors to run the day-to-day operations of the corporation. A corporation must have at least three officers:

• 1. a president,
• 2. a treasurer or chief financial officer
• 3. a secretary.

Officers do not have to be stockholders or directors, but they can be. There is no limit on the maximum number of officers, and no limit on the number of offices that a person may hold. In fact, the same person may hold all offices.