1. Initial Office Consult. Discuss incorporation process, the costs and fees, and necessary steps to take before, during, and after the incorporation.
2. Check the name availability with Attorney Corporation Service. Fax request for two (2) names, at $20.00 to Attorneys Corporation Service, (818) 729-9878 3021 W Magnolia Blvd, Burbank, CA http://www.attorneyscorpservice.com/
3. If desired, reserve Corporation Name, by having Attorneys Corporation file with Secretary of State, and obtain Certificate of Name Reservation.
4. Prepare Articles of Incorporation for filing with Secretary of State. Obtain name of person in the corporation who will act as agent for service of process, with their address (probably same as that of the corporation address)
5. Messenger Articles of Incorporation, Cover letter, two checks (1) $900 and (2) $15 to the Secretary of State to be filed. Include self-addresssed, stamped envelope to return conformed copies of Articles of Incorporation. Send an Original and three (3) copies to be filed.
6. Obtain filed Articles of Incorporation back from Secretary of State
7. Fax copy of Articles of Incorporation, with cover letter to Allen Corporation Supply, 10440 Pioneer Blvd., Santa Fe Springs, Ca. 90670
   (562) 906-1635, (800) 992-5536, http://www.allencorpsupply.com/   Fax# (562) 906-1645, and request standard corporation kit, including corporation minute book, corporate seal, and shares (Corp. Code 25102(f)) Have the corporation kit sent by UPS delivery.
8. Obtain Corporation Kit from Allen Corporation Supply
9. Obtain information from client, prepare SS-4 to obtain IRS Employer ID number, fax to client for their signature, then call IRS at 209/452-4010, give information to the IRS agent, get the 95# I.D. Number, write down the new ID # on the SS-4 form, fax to IRS (within 24 hours) at 209/456-5250, and put a copy in the corporation kit, and fax a copy to your client or their accountant.
10. Set up 1st Organizational meeting with client, and future officer, directors, and shareholders

At the first Meeting do the following:

1. Prepare Waiver of Notice of the First Meeting, and sign it as Incorporator
2. Elect Temporary Chairman and Secretary of the 1st Organizational Meeting
3. Put the Articles of Incorporation in the Corp. Minute Book
4. Put the SS-4 Application and 95 I.D. # in the Corp. Minute Book
5. Review the proposed Bylaws with the Chairman and Secretary, and adopt the bylaws
6. Determine the number of Directors
7. Elect Directors, and have them sign accepting their position in corporation
8. Temporary Chairman announces meeting was held pursuant to written Waiver of Notice and Consent, and incorporator tenders resignation which is accepted by the corporation.
9. Officers of the Corporation are elected: President, Vice-President, Chief Executive Officer, Secretary, and Chief Financial Officer, and each office Accepts his/her office.
10. The Secretary presents for approval to the meeting a proposed seal of the corporation which is adopted as the seal of the corporation.
11. The Secretary presents for approval to the meeting a proposed form of share certificate which is approved and adopted as the share certificate of the corporation.
12. In order to provide for the expenses of incorporation, a resolution is adopted that Chief Financial Officer be authorized and directed to pay the expenses of incorporation and organization of the corporation.
13. A resolution is adopted that the corporation adopted an accounting year as specified in the minutes.
14. A resolution is adopted that the corporation fix its principal office for the transaction of business as specified in the minutes.
15. A resolution is adopted that the corporation authorize certain specified officers of the corporation to contract and obligate the corporation in the ordinary course of business.
16. A resolution is adopted that the corporation provide for a depository for the funds of the corporation and to authorize certain officers to deal with corporate funds. (i.e. number of signatures on check, etc.)
17. The Chairperson suggested that the meeting consider the issuance of the capital stock of the corporation and stated that Corp. Code 25102(f) provides for a limited offering, the following criteria:

a. sales of security (shares) not to more than 35 persons

b. all purchasers have pre-existing personal relationship with offeror or by reason of their business experience are able to protect their own interests

c. each purchaser is purchasing the share for their own account and not for sale

d. the offer and sale of the shares in not through publication of any advertisement.

A resolution is adopted that the president and secretary be authorized and Instructed to issue and sell shares as specified in the minutes.

1. The president signs the following forms, and the attorney then files them with the appropriate agency with cover letters,costs, and forms, and obtains conformed copies to be placed in the corporate minute book.
2. Fictitious Business Name Statement (if necessary)
3. EDD/DE-1 State Registration/Employer ID for EDD employee payments.
4. Notice of Transaction Pursuant to Corporations Code Section 25102(f)
5. Election by a Small Business Corporation/Form 2553, and Special Minute Order is prepared for filing in corporate Minute Book.
6. Secretary of State Statement of Domestic Stock Corporation

The Meeting is adjourned.

updated: 11-03-05