You may have noticed the option on our order form and wondered what a Corporate Kit is good for, or even what it is. To answer that question, we have prepared the following to ease you into Corporate Records Keeping utilizing the Corporate Kit (pictured below) provided when you order one with us.

We order the Corporate Kits upon receipt of the completed Articles from the State. The Corporate Kits are custom made by our supplier (FastKit Corp) in Florida and shipped directly to you. They include:

1. The Personalized Binder (with the company name foil-stamped on the spine),
2. The Company Embossing Seal (includes the company name, state, and year of formation) with a storage pouch,
3. 20 Stock Certificates (printed on security paper – includes the company name and location’s state) or Membership Certificates,
4. An 8 page Stock Transfer Ledger (not included in LLCs – as there are Members vs. Stockholders)
5. 50 blank pages and Forms CD,
6. F.I.N. Application forms, and tax election forms (Corporate IRS forms),
7. And Mylar Coated Index Tabs to keep everything separated.

Please use this quick reference guide to answer some of your questions regarding the specialized items you’re thinking of ordering for your new company!

1. The Company Binder

This can be referred to, in other words, as a Company Records Book. This is made with the tabs for you to contain all the documents required by law to keep on record for a company. Therefore, you may want to keep the following in your records binder:

• The Articles of Formation (Articles or Incorporation or Articles of Organization) as well as any Amendments, Certificates, or Statements of Information;
• The Stock Transfer Ledger or List of the Names and Addresses of all Members and Managers
• The Corporate Bylaws or LLC’s Operating Agreement;
• The Extra (if any) Stock pages or Membership Certificates

And perhaps these, as well:

• Copies Federal, State, and local tax records.
• Any Business license, DBA, Franchise Tax Board/Internal Revenue Service
• Meeting’s Minutes and Manager Records

2. The Company Embossing Seal

A company seal is used to stamp (or emboss) documents to demonstrate their authenticity as official company documents. Many companies use theirs to stamp items such as:

• Company Contracts
• Minutes from Meetings of the Directors/Shareholders, Members/Managers, or Partners
• Stock or Membership Certificates
• Company Resolutions
• Company Bylaws or Operating Agreement

3. & 4. Stock/Membership Certificates & Stock Ledger

You will need to formally issue signed Stock Certificates to each shareholder – and record the issuance in the Stock Ledger – for corporations. You can formally issue the Membership Certificates to each member as well – but they must be listed on the Statement of Information in order to actually be on record as Members. The President and Secretary should both sign and date the certificates and emboss it with the company seal. Remember to review the regulations, permit requirements, and exemptions from the laws regarding the sale/offering of stock on the State and Federal level before going through them. This convenient custom binder creates a nice place to keep them once you’re done. With the tabs and the Ledger, you shouldn’t ever have a hard time keeping track of your stockholders – however many you may have.

5. Blank Pages & Form Templates

You may decide to create your own company forms (minutes, bylaws/operating agreement, contracts, etc.). However, included in the Corporate Kit (when ordered from us) is a boiler plate form for the Printed Minutes of the company. These come on a Compact Disc for you to print on the provided cream paper. This is yet another way that the kit keeps everything neat and tidy for any searching/review later on.

6. F.I.N. Application & Other IRS Forms

You will need to apply for a FATCA Identification Number if your company will hold any assets outside of the United States. The Foreign Account Tax Compliant Act (FATCA) generally requires that foreign financial institutions and certain other non-financial foreign entities report on the foreign assets held by their U.S. Account holders or be subject to withholdings. Because not all companies will require this, do your research to find out if it will be necessary for your company. But, if it is, you will at least have the base form to submit.

The Internal Revenue Service’s S-Corp Election Form can be submitted to request the Corporation or LLC is taxed as an S-Corporation, which could reduce the amount of income on which you need to pay self-employment tax. This can only be done once you’ve registered the company for an Employer Identification Number (EIN). Electing to be taxed as a C-Corp can substantially reduce your tax bill with only a slight increase of administrative overhead. Remember that you will need to research your own company’s needs – once you submit this for processing, you cannot undo the Tax Election for your entity.

This should give you the basic ideas for organizing your corporate documents into the beautifully crafted Corporate Kit you’ve purchased. We wish you the best of luck with your new company and remember, Sierra Express Filings can submit your Statement of Information when it comes due – just send us the form!