Incorporation

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This form and your answers are used by Guideway to prepare the requested legal forms. Please use the information found in this form and, if applicable, in the appropriate overview on the subject or your own knowledge or independent research when deciding how to proceed in your legal matter. If you need additional resources, please do not hesitate to ask your representative for help in finding them.
Please complete this form carefully. If an answer is left blank, we will assume the intended answer is “none” or “N/A”.
Section A: Articles of Incorporation
Name of Corporation

Print the name of the corporation exactly as you want it to appear on the records of the California Secretary of State.
Note: Guideway can do a preliminary search of business name availability basedon your workbook entry. The business entity search is done directly through the Secretary of State.It can be used to determine if an entity with the same name is currently registered with the State. However, we cannot guarantee name availability. Let your store representative know if you are interested in this service.
Name and Address of Agent for Service of Process
Name Is this Agent a Corporation? Address City State Zip Code
Print the name of the agent for service of process in California. An agent is an individual, whether or not affiliated with the corporation, who resides in California or a corporation designated to accept service of process if the corporation is sued. The agent should agree to accept service of process on behalf of the corporation prior to designation. If a corporation is designated as agent, that corporation must have previously filed a certificate with the California Secretary of State.
Note: A corporation cannot act as its own agent and the address must be a physical street address (no P.O. boxes or Private Mail Boxes, such as the ones found at retail mailbox stores).
Initial Addressess for the Corporation
Initial Street Address
Street City County State Zip Code
Initial Mailing Address
Street City County State Zip Code
Shares
Please enter a number greater than or equal to 0.
Print the total number of shares of stick the corporation will be authorized to issue.
Note: Before shares of stock are sold or issued, the corporation must comply with the Corporate Securities Law administered by the Department of Corporations.
Who Will Sign the Articles?

Identify the person who will sign the Articles. Only one Incorporator is needed.
Is This Corporation a Professional Corporation?
- Yes
- No
If your corporation engages in a professional service such as Medicine, Law, Accounting, Dentistry, Chiropractic, Pharmacy, Veterinary Medicine, Architecture, Nursing, Psychiatry, Psychology, Marriage and Family Therapy, or some other such field, you may be required to register as a Professional Corporation. Please check with the Secretary of State, The Department of Corporations, or your profession’s licensing board to see whether your field must register as a Professional Corporation.
Please Print the Type of Profession:
Section B: Bylaws

The incorporator will adopt the bylaws and will sign them along with the corporate Secretary, who will attest that they have been properly adopted. Bylaws are generally effective on the date the incorporator names the initial directors and adopts the bylaws.
Full Address of Principal Executive Office of Corporation
Address City County State Zip Code
How Many Directors Should the Corporation Be Authorized to Have?
Please enter a number greater than or equal to 0.
There needs to be at least as many directors as shareholders, up to three. It is always good to have an odd number to avoid deadlocks.
Type of Business

Briefly identify the type of business the corporation will engage in
Section C: Initial Resolutions

The initial resolutions of the corporation can be adopted either (a) in a consent to action form signed by all directors (without holding an organizational meeting of directors) or (b) in the minutes of the organizational meeting of directors.) A consent to action will be prepared unless you request otherwise.
List the Full Names and Addresses of the Officers of the Corporation
President
Full Name Address
Vice President (optional)
Full Name Address
Secretary
Full Name Address
CFO/Treasurer
Full Name Address
List the Full Names and Addresses of the Directors of the Corporation
Directors' Information
Name(s) Address(es)

Please click the "+" at the end of the line to add a new line.
List the Names of the Persons who are Authorized to Establish and Manage the Corporation's Bank Account
Name(s)

Please click the "+" at the end of the line to add a new line.
Please List the Following Information for Each Shareholder of the Corporation
Full Name of Shareholder Number of Shares Consideration (amount paid for shares)

Please click the "+" at the end of the line to add a new line.
Will Your Corporation be Making the Election to be Taxed as an S Corporation?
- Yes
- No
If the corporation will be making the sub chapter S election, be sure to complete IRS Form 2553 by the appropriate deadline. See the overview to Forming a Business Entity for more information.
On What Month and Day will the Corporation's Taxable Year End?
Month Day
Which Accounting Method will the Corporation Use?
- Cash
- Accrual
Cash-Based accounting recognizes income when money is received. Accrual-Based accounting recognizes income when goods are shipped or services are rendered. Under the accrual method, an expense is recognized when the business is obligated to pay it. Under the Cash method, an expense is recognized when it's paid.
Note: When issuing shares, you must file your Limited Offering Exemption Notice at the California Department of Corporation website. Most of our small business customers file under section 25102(f) of the California Corporations code. Although an example of the 25102(f) form is attached for your reference, you must file online unless you obtain special clearance from the Department of Corporations. Please inform your representative if you should file under a different exemption code.
Please contact us at no session or no session if you have additional information to provide regarding your order or if you have any questions about filling out this form.

When notarizing a signature on a document, a notary public must be able to communicate with the signer in the same language. An interpreter must not be used. If one of our notaries is unable to communicate with a customer, the customer will be referred to a notary public who speaks the customer’s language. The customer will be responsible for paying the fees charged by the outside notary.

As of January 1, 2018, California is imposing a $75 tax on recording documents relating to real property. There are a few exemptions, including a transfer to an owner-occupied residence. Your Guideway associate can tell you if your document(s) is(are) subject to the tax. Since we must pay the tax at the time of recording, we will be collecting it in addition to our fee.

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Incorporation

Section A: Articles of Incorporation

Initial Addressess for the Corporation

Section B: Bylaws

Section C: Initial Resolutions

List the Full Names and Addresses of the Officers of the Corporation

List the Full Names and Addresses of the Directors of the Corporation

Contact Information

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Full Name of Shareholder	Number of Shares	Consideration (amount paid for shares)

Name(s)	Address(es)

Name(s)