NEW CORPORATION QUESTIONNAIRE

1. Formation and Organization Details

1.1 Name
(a)

Proposed Corporate Name:

Alternate Name(s):
Date Verified or Reserved:
Name of corporation consenting to use of similar name and state of incorporation:

(b)

Do you plan to conduct business under a different name?

[ ] YES
[ ] NO

If yes, a Fictitious Business Name Statement will need to be filed and published. Please
state the fictitious name and each county where you contemplate doing business:
Fictitious Name:
County(ies):
If you already have a Fictitious Business Name Statement on file, do you wish it to be
assigned to the Corporation?
[ ] YES
[ ] NO
Filed By:
County Where Filed:
Date of Filing:
1.2 Office Locations
(a)

Principal Office:
Address:

City:
County:
State:
Zip:
Telephone Number:
(b)

Other Offices:
Address:
City:
County:
State:
Zip:
Telephone Number:

(c)

Principal Mailing Address:

Address:
City:
County:
State:
Zip:
Telephone Number:

1.3 Information for Corporate Bylaws

Obtain information required for preparation of corporate bylaws using the questions included on the
attached questionnaire.
1.4 Officers and Agents
(a)

Chairman of the Board

Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Social Security Number:
Date of Birth:
Drivers License Number (State):
Compensation:
(b)

Chief Executive Officer (President)

Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Social Security Number:
Date of Birth:
Drivers License Number (State):
Compensation (if determined):

(c)

Vice-President (Optional)
Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Social Security Number:
Date of Birth:
Drivers License Number (State):
Compensation (if determined):

(d)

Secretary
Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Social Security Number:
Date of Birth:
Drivers License Number (State):

Compensation:
(e)

Chief Financial Officer (Treasurer)

Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Social Security Number:
Date of Birth:
Drivers License Number (State):
Compensation:

(f)
Other Officers: (attach separate sheet with same information for any additional
officers)
(g)

Agent for Service of Process

Name:
Telephone:
Residence:
Business:
Addresses:
For Service of Process:
Business:

1.5 Type of Business or Purpose of Corporation

1.6 Incorporation Information
(a)

Proposed date for formation of Corporation, if any:

(b)

Please give the following information for each Incorporator:

Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:

1.7 Accounting Information

(a)

Fiscal Year for Corporation

Date Beginning:
Date Ending:

(b)

Method of Accounting for Corporation:

(c)
Do you wish to amortize the organizational expenditures of the Corporation over the
shortest period allowed?
[ ] YES
[ ] NO
Please attach the most current financial statement of any pre-existing business which is the
subject of this incorporation.
1.8 Accountant for the Business
Name:

Telephone:
Residence:
Business:
Address:
1.9 Bank
Name:
Branch:
Address:
Telephone:
Checking Account No.:
Authorized Signature(s) on checks:
Savings Account No.:
Authorized Signature(s) or Withdrawal Authorization (by title of officer(s) and indicating
whether conjunctive or disjunctive, if appropriate (i.e., "President or Chief Financial
Officer" or "President or Vice-President and Secretary")):
1.10

IRS Employer I.D. Number Information

(a)

Approximate peak number of employees anticipated in the next twelve (12) months:

(b)

First date wages will be paid to employees:

(c)

To whom do you sell most of your products or services?

(d)

Have you ever applied for an identification number for this or any other business?
[ ] YES
[ ] NO

If yes, please list the name of the business. Also list the approximate date, city and state
where the application was filed and the previous number if known:

1.11

State and Local Taxes Information

(a)

Is the business location within the city limits?

[ ] YES
[ ] NO

(b)

Anticipated monthly withholding liability for state taxes?

(c)

Anticipated annual gross receipts?

(d)

Will the corporation require a sales tax license?

[ ] YES
[ ] NO

(e)
1.12

Anticipated monthly sales tax liability will be: $

Employee Benefits (optional)

Premiums on the following types of insurance are deductible to the Corporation and are not
includible in the taxable income of the employee.
Will the Corporation provide any of the following?
(a)

Disability Income Insurance:

[ ] YES
[ ] NO
Amount:

(b)

Health and Accident Insurance:

[ ] YES
[ ] NO
Amount:

(c)

Group Life Insurance:

[ ] YES

[ ] NO
Amount:
(d)

Medical Reimbursement Plan:

[ ] YES
[ ] NO
(Reimbursements are generally tax deductible to the Corporation and not includible
in the taxable income of the employee.)

(e)

Death Benefit Plan:

The Internal Revenue Code allows a Corporation to make up to a $5,000 payment to the
surviving spouse or the estate of an officer-employee upon his or her death. The
expenditure is tax deductible to the Corporation and is not includible in the taxable income
of the recipient.
Will the Corporation establish a Death Benefit Plan for salaried officer-employees whereby
it will pay to the surviving spouse, or if none, to the salaried officer-employee's estate, the
sum of $5,000 upon such salaried officer-employee's death?
[ ] YES
[ ] NO
1.13

Automobile Expense (optional)

Will the Corporation furnish automobiles to any of its officers or directors for their use as to the
Corporation's business?
[ ] YES
[ ] NO
If "yes", will the Corporation:
(a)

Purchase the auto(s)?

[ ] YES
[ ] NO

Maximum Price to be Paid:

(b)

Lease the auto(s)?

[ ] YES
[ ] NO
Maximum Monthly Lease Payment: $
*Deductible only up to $50,000 of group term life.

1.14

Tax Treatment
(a)

Corporation to be Taxed as a Partnership for federal income taxation purposes.

Under a Subchapter S election, the stockholders, not the Corporation, report the
Corporation's net income or net loss on their personal federal income tax returns each year.
Do you wish to elect Subchapter S status for federal taxation purposes
[ ] YES
[ ] NO
If "yes", make sure the following information is obtained:
(1)

Social security numbers of issues:

(2)

Election for taxable year beginning:

(3)

Date corporation first had shareholders:

(4)

Date corporation first had assets:

(5)

Date corporation began doing business:

(6)

Taxable year ending:

(7)

Principal business activity:

(8)

Country of business location:

(b)
Reimbursement of Salaries or Expenses Not Allowed as Deductions by Taxing
Authorities.

The Internal Revenue Service (IRS) and/or the Franchise Tax Board may disallow
deductions to the Corporation which were paid to, or on behalf of, a shareholder or officer
for various services, and if any such deduction is so disallowed, the recipient thereof may be
required to return the amount disallowed to the Corporation. Existing tax law provides for
an individual tax deduction for any such reimbursement, but only when the shareholder or
officer has previously agreed to make such a reimbursement to the Corporation. Such an
agreement to reimburse the Corporation will preclude adverse tax consequences at the
corporate level in the nature of a constructive dividend.
Do you want the Corporation to be reimbursed for excessive compensation (i.e., rent,
personal expenses) paid by it on behalf of a shareholder or officer of the Corporation.
[ ] YES
[ ] NO
(c)

Is Section 1244 treatment to be elected?

[ ] YES
[ ] NO

1.15

Pre-incorporation Advances

Has anyone advanced, or will anyone advance funds to or for the benefit of the Corporation for any
purpose other than the payment of initial organizational expenses?
[ ] YES
[ ] NO
If so, please identify such persons and the dates, amounts and purposes of such advances:
How will the Corporation reimburse these advances?
[ ] CASH
[ ] STOCK
[ ] NOTE(S)
1.16

Organizational Meeting or Action by Written Consent

(a)

Date of meeting or action by written consent:

(b)

Matters to be approved at organizational meeting: Obtain information required for

preparation of agenda and resolutions for organizational meeting using the questions
included on the attached questionnaire.
1.17.

Corporate Supplies
(a)

Corporate seal (ordered on:

(b)

Minute book (ordered on:

(c)

Share certificates (ordered on:

)
)
)

2. Initial Directors
(a)

Number of Initial Directors:

(b)

Please give the following information for each Director

Name:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Personal Attorney:
Address:
Phone:
Accountant:
Address:
Phone:
Social Security Number:
Date of Birth:

Drivers License Number (State):

3. Capitalization of Corporation
3.1 Stock
(a)

Total number of authorized shares:

(b)
All corporations must have at least one class of common stock outstanding. Do you
believe you will need or desire a class of preferred stock which receives preference in
dividends and may be nonvoting?
[ ] YES
[ ] NO
If yes, specify the rights, preferences, and privileges of such preferred stock. (Attach
separate sheet if necessary.)
(c)
Should the initial articles of incorporation contain any other optional provisions
permitted under applicable law?
[ ] YES
[ ] NO
If yes, specify the principal terms of such optional provisions. (Attach separate sheet
if necessary.)
3.2 Debt
Will loans be made to the Corporation by shareholders, banks or others?
[ ] YES
[ ] NO
If so, give details:
Payee:
Interest Length:
Face Amount:

Payment Period:
Including Interest/Plus Interest:
3.3 Initial Shareholders
Please give the following information for each shareholder (attach separate sheet):
Name:
No. of Shares:
To be issued in exchange for:
Cash:
Note:
Services rendered (valued at):
Other:
Telephone:
Residence:
Business:
Addresses:
Residence:
Business:
Spouse's Name:
Shareholder's Purchase Representative (if any):
Name:
Telephone:
Firm:
Address:

Business Background of Shareholder:

3.4 Method to Offer Stock
Please describe the manner in which offering of stock or notes is to be made (i.e., privately or
through use of underwriters, brokers, or solicitors)
3.5 Subscribers
Please name persons who have solicited, or are to solicit subscriptions for the shares, and their
relationship to the Corporation
3.6 Stock Transfer Restriction and/or Buy- Sell Agreement
(a)
If any shareholder wishes to transfer his shares after acquiring them, will a right of
first refusal lie in favor of the Corporation, with a second right of refusal to the other
shareholders, in proportion to their existing shareholdings?
[ ] YES
[ ] NO
(b)
In the event of death, incapacity, or termination of employment of shareholders, will
the Corporation and/or the remaining shareholders be obligated to purchase the shares of
such shareholder, in proportion to the remaining shareholders' existing shares?
[ ] YES
[ ] NO
Other "triggering events"? Describe:
(c)(1) If so, will the repurchase be funded by insurance?
Life Insurance
[ ] YES
[ ] NO
Amount: $
Disability Insurance
[ ] YES

[ ] NO
Amount $:
(2)

Insurance Company Name and Insurance Broker:

(3)

Who will pay for the insurance?

[ ] The Corporation
[ ] The Shareholders

(4)

Purchase price determination: (Check applicable method below)

[ ] Formula
[ ] Book Value
[ ] Capitalized Earnings Formula
[ ] Other (Describe)
[ ] Fair Market Value, determined through Periodic Agreement/Review by
Shareholders or Directors
Fair Market Value, determined by:
[ ] Arbitration
[ ] Appraisal

3.7 Preemptive Rights

In the event of future stock issuances, do you desire that existing shareholders have preemptive
rights to purchase new shares in order to preserve their initial proportion of ownership in the
Corporation?
[ ] YES
[ ] NO
3.8 Federal Securities Law Compliance
In order to avoid registering the offer and sale of your company's securities, you will want to try to
meet the requirements of one of the two exemptions set forth below.

(a)

The "Intrastate Offering" exemption (Rule 147).

(1)
Will the Corporation have 80% or more of its assets (and those of its
subsidiaries on a consolidated basis) within this state?*
[ ] YES
[ ] NO
(2)
Will the Corporation derive 80% or more of its gross revenues (and those of
its subsidiaries on a consolidated basis) from operations within this state?
[ ] YES
[ ] NO
(3)
If the Corporation is to acquire or continue an existing business, did such
existing business derive 80% or more of its gross revenues (and those of its
subsidiaries on a consolidated basis) for the past year and for the past six months
from operations within this state?
[ ] YES
[ ] NO
(4)
Will at least 80% of the proceeds of the sale of stock and notes as set forth
above be expended in this state?
[ ] YES
[ ] NO
(5)
Does each of the individual shareholders or noteholders maintain his/her
principal residence in this state?
[ ] YES
[ ] NO
(6)
If any shareholder or noteholder is a partnership or corporation, does each
have its principal place of business in this state?
[ ] YES
[ ] NO

(7)
Are all shareholders or noteholders willing and able to accept restricted
shares or notes, which cannot be resold without federal registration, unless an
exemption is available?
[ ] YES
[ ] NO
If the answer to any of the foregoing questions in Item 3.8 was "NO," the
Rule 147 exemption is probably not available. Go on to Item 3.9. If all
answers were "YES," continue here:
(8)
Will the Corporation sell any other stocks, notes, bonds, investment contracts
or securities of any kind within the next six (6) months?
[ ] YES
[ ] NO
If the answer to subitem (8) was "YES," and the present offering is expected
to be exempt, the present offering may be integrated with the later one,
possibly destroying the exemption for this offering, a later one or both.
Please go on to Item (b).
(b)

The "Private Placement" exemption (Regulation D).

(1)
Is each prospective shareholder or noteholder either (1) experienced and
knowledgeable in financial and business matters, and able to evaluate the merits and
risks of the investment; or (2) being advised by an investment representative who
has such knowledge and experience in financial and business matters that the
purchaser and advisor are together able to evaluate the merits and risks of the
investment?*
[ ] YES
[ ] NO
(2)
Will each prospective shareholder or noteholder have access, before
purchasing to complete financial and business information and operating history of
the Corporation and any predecessor organization?
[ ] YES
[ ] NO
(Access exists only when the prospective purchaser has "position" with the

business as an officer, manager, partner, family member, or by reason of

economic bargaining power. The information made available must include
all the books and records of the business and the employment and legal
histories of the officers and directors.)
(3)
Will each prospective shareholder or noteholder have the opportunity, before
purchasing, to ask questions of, and receive answers from, the officers, directors and
key employees of the corporation about the terms and conditions of the offering and
to obtain any additional information the Corporation has?
[ ] YES
[ ] NO
(4)
If any prospective shareholder or noteholder is relying on the advice of a
"purchaser representative," has such prospective investor been advised or will he or
she be advised, of any family or financial relationship between the purchaser
representative and the Corporation?
[ ] YES
[ ] NO
(5)
Is each prospective shareholder or noteholder willing and able to accept
restricted shares or notes which may not be resold without federal securities
registration, unless an exemption is available?
[ ] YES
[ ] NO
If the answer to any of the foregoing questions was "NO", the Private
Placement exemption is probably not available. If all answers were "YES",
please continue.
(6)
Under any circumstances, will the Corporation need to sell securities to any
more than thirty-five (35) shareholders or noteholders? (Counting husband, wife and
children living at home as one, and excluding any "accredited" investors.*)
[ ] YES
[ ] NO
(7)
Will the Corporation sell any other stocks, notes, bonds, investment contracts
or securities of any kind within the next six (6) months?

[ ] YES
[ ] NO
(8)
Have there been or will there be any advertisements published, any meeting
or seminar held, any letters or announcements mailed out, or any other kind of
advertising or solicitation conducted?
[ ] YES
[ ] NO
If none of the above exemptions is available, it may be necessary to register
the Corporation's proposed securities with the Securities and Exchange
Commission (SEC).
3.9 State Securities Law Compliance
(a)
Will the Corporation need to sell securities to any more than thirty-five (35)
sophisticated persons, counting husband and wife as one and excluding institutions,
promoters, officers, and directors of the Corporation, and certain major investors?
[ ] YES
[ ] NO
(b)
Will each purchaser of any shares or notes have either (1) a pre-existing personal or
business relationship with any of the directors and executive officers of the Corporation, or
(2) the capacity to protect his or her own interest in connection with the transaction, by
reason of his or her business and financial experience?
[ ] YES
[ ] NO
(c)
Will the Corporation publish any advertising in connection with the proposed sale of
securities?
[ ] YES
[ ] NO
(d)
Will each of the shareholders be purchasing for his/her own account and not with a
view to or for sale in connection with any subsequent distribution?
[ ] YES

[ ] NO
3.10

Assets of Going Business as Consideration for Stock

If the consideration to be received by the Corporation includes assets of an existing business, please
attach the most current financial statement of said business and a copy of the last tax return filed by
said business, including depreciation schedules for equipment, etc.
4. Trademarks, Copyrights, and Patents
4.1 Trademark Registration
Will the Corporation acquire or develop any trade names, trademarks, service marks or logos which
should be protected by registration?
[ ] YES
[ ] NO
If so, please describe:
4.2 Trademark Development
Will the Corporation acquire or develop any printed, recorded, or other materials which should be
protected by copyright registration?
[ ] YES
[ ] NO
If so, please describe:
4.3 Patent Development
Will the Corporation acquire or develop any process or device which should be protected by
patents?
[ ] YES
[ ] NO
If so, please identify them:
4.4 States for Intellectual Property

In what states (other than its home state) and countries other than in the U.S. will the Corporation
use such marks, materials, processes or devices?
4.5 Fee Estimate Assistance
Do you wish to have assistance in getting an estimate of fees and costs for searching appropriate
registries of those jurisdictions to find identical or similar names?
[ ] YES
[ ] NO
4.6 Registered Intellectual Property
Will the Corporation acquire any property which is patented or covered by a registered trademark,
service mark, logo or copyright?
[ ] YES
[ ] NO
If so, please identify the property, the type of registration, the jurisdiction in which
registered, the registration number, and the present registered owner:
5. Leases and Other Legal Agreements
Does the pre-existing business have any outstanding agreements, such as those listed below? If this
a new business, will the Corporation (or its shareholders, officers, or directors) need to enter into
any of the following agreements?
5.1 Leases
(a)

Real Property Leases

[ ] YES
[ ] NO
[ ] Existing Lease Agreement attached
[ ] New Lease required (If so, specify terms on attached rider)

(b)

If an existing lease, you may need to obtain the Lessor's Consent to Assignment:
[ ] Consent attached

[ ] Lessor's Consent not yet obtained

(c)

Furniture and/or Equipment Leases?

[ ] YES
[ ] NO

[ ] Existing Lease Agreement attached

[ ] New Lease required (If so, specify terms on attached rider)
Lessor:
5.2 Other Agreements
Employment agreement(s) with officers or employees
(a)

Stock option or purchase plan and agreement for key employees

(b)

Other executive compensation plans

(c)
Shareholder agreement (re: voting shares (e.g., voting trust agreement or irrevocable
proxy), subsequent transfer of stock or other items)
(d)

Collective Bargaining Agreements with employees

(e)

Other contracts or agreements

(f)

Miscellaneous insurance matters

Are there presently any:

(1)

Wage continuation and/or disability policies

(2)

Life insurance policies

(3)

Medical expense insurance policies

(4)

Any other insurance

If not, consideration should be given to the purchase of such policies or insurance.

6. Personal Estate Planning
Often, the incorporation process accompanies a reorganization of personal assets and plans. Would

you like to discuss your personal Will or estate plan with one of our attorneys who specializes in this
field?
[ ] YES
[ ] NO
7. Incorporation Checklist
Name:
Address:
Telephone:
Incorporator:
Date:
[ ] Fee Letter sent
[ ] New Corporation questionnaire
[ ] Name Reservation Letter sent
[ ] Articles of Incorporation
[ ] Corporate Set ordered
[ ] Bylaws
[ ] Election of Directors by Incorporator
[ ] Waiver of Notice and Consent to First Board Meeting
[ ] Minutes of First Board Meeting
Date of First Meeting
Date Bylaws adopted, if different
Date shares issued, if different
[ ] Share Certificates
[ ] Agreement to Transfer Assets and Liabilities

[ ] Promissory Note
Capitalization: total: $
Cash: $
Debt: $
Non-cash assets for stock: $
Terms of Note:
[ ] Security Agreement
[ ] Equipment Lease
[ ] Employment Agreements
[ ] Stock Transfer Restriction Agreement
[ ] Secretary of State Notice Filing: Mailed on:
[ ] Form SS-4, cover letter: Mailed on:
[ ] Fictitious Business Name Statement, cover letters
[ ] Securities law notices: mailed on:
[ ] Corporate maintenance letter
[ ] Post Incorporation Tax & Labor Letter
[ ] Directors Duties & Liabilities Letters
Corporate records to be kept by:
Address:
Telephone: