JUIST, FABIO & WARD, P.C.

Attorneys & Counselors at Law 
16850 Saturn Lane, Suite 110, Houston, Texas 77058 
Telephone: 281-461-0300 Fax: 281-461-0346

This page is designed to enable you to provide us with information regarding your corporation or a corporation you wish to form. We will not take action on any information you may submit to us unless we have spoken to you in person in that regard. It is a good idea to verify that we have, in fact, received any information you believe you have sent to us using this page.

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Name:                     
Street Address:        
City, State and Zip :
Telephone Number: Fax Number:    E-mail:   

CORPORATION INFORMATION

Of the following information, those items marked with an asterisk (*) are required to be known before Articles of Incorporation can be filed.

*Name of the Corporation: 

The name of a corporation must include the words "Corporation", "Company", "Incorporated" or abbreviations of those words. Your choice of a name is subject to the availability of the name as determined by the Texas Secretary of State. The isuance by the Texas Secretary of State of a Certificate of Incorporation (aka the Corporate Charter) does not authorize the use of a corporate name in violation of the rights of others under the Federal Trademark Act, Texas trademark law, the Assumed business or Professional Name Act or the common law. Assumed Names:  Additional, alternate names or informal names under which the corporation will conduct business (DBA's). If you intend to use an assumed name, it too should follow the rules set forth above for the name of the corporation. Assumed names are not subject to availability as determined by the Texas Secretary of State. The assumed name must be `filed' with the Texas Secretary of State and the county where the corporation will do business. *Purpose of the Corporation:  A standard purpose is "Any and all purposes for which a corporation may be incorporated under the Texas Business Corporation Act." Address of Principal Office of Corporation:
          Street Address:       
          City, State & Zip: 
In the event the corporation has not yet established a dedicated place of business, a good choice would be the address where the president can usually be found during working hours. *Number of Authorized Shares:      *Par Value of Shares:  A typical number of authorized shares for a new small business is 100,000, but it can be any number.  Consult your tax adviser regarding an appropriate par value for the shares.  A typical choice is 'no par value.' *Cumulative Voting: (Yes or No)     *Preemptive Rights: (Yes or No)  Cumulative voting relates to how share holders may cast their votes shareholders for a slate of directors. If there are three director spots open, cumulative voting would allow a person with one share to cast three votes for one of the proposed directors. Cumulative voting is preferred by minority shareholders and is possible in Texas unless specifically denied in the Articles of Incorporation. Preemptive rights are the rights of shareholders to acquire shares of the corporation to the exclusion of other purchasers (with some notable exceptions). Preemptive rights exist in Texas unless denied in the Articles of Incorporation. Typical choices are to deny both Cumulative Voting and Preemptive Rights. *Allow action by consent of less than all of shareholders?: (Yes or No)  Texas allows any decision to be made without a meeting by a written unanimous consent, however if the corporation wishes to have the right to decide matters by the written consent of less than all shareholders, special provisions must be made in the Articles of Incorporation. *Name of Registered Agent:  
*Address of Registered Office:
          Street Address:          
          City, State & Zip:  Essentially, the registered agent is a person who will be accept lawsuit papers on behalf of the corporation in the event of a suit. This person does not have to be a connected with your corporation, but should always be able to contact the corporation on short notice. The address of the Registered Office must be the physical address of the Registered Agent. It can not be a post office box, but may be a home or business address. It is generally preferable if the address is one where some one will be during working hours. *Names and Addresses of Initial Directors:

The initial directors are the persons (or person) named as such in the Articles of Incorporation. Although they may be replaced immediately upon the issuance of the Certificate of Incorporation, many times the initial directors serve as the directors of the corporation until the first regular annual meeting of the shareholders. The city and state of their respective residences or businesses is sufficient as an address. *Name of Incorporator: 
*Address of Incorporator:
          Street Address:        
          City, State & Zip:  The incorporator is the person who signs the articles of incorporation. The incorporator need have no other responsibilities to or relationship with the corporation. NAMES OF OFFICERS:

President:         Vice President: 
Secretary:         Treasurer: 
Other Officers: 

Texas requires the offices of President and Secretary to be filled, although they can be filled by the same person. Officers are elected by a vote of the Directors, rather than the Shareholders. Effective Date of Organizational Consent: (when known)  Once the Certificate of Incorporation has been issued, the corporation must adopt bylaws, elect officers, and issue share certificates. Although these matters could be accomplished by a meeting of the initial directors, it is usually much easier to accomplish these matters by a unanimous consent of the initial directors. The effective date of the Organizational Consent can be the day on which the Secretary of State issued the Certificate of Incorporation. Shareholders' Names, Addresses, Number of Shares and General Description of Consideration for Shares to be issued:

The corporation must receive at least $1,000.00 in cash, personal property, real property or services rendered before it can begin business. It is good to keep in mind that the transactions must be documented and that a transfer of real property, for example, takes much more documentation than a transfer of cash. Restrictions on Transfer of Shares:  For a corporation which expects to have few shareholders, it is often wise to have substantial restrictions on the transfer of shares. It is reasonable to disallow transfers unless approved by all other shareholders, and to make provisions about what happens in the event of death of a shareholder or if shares are involuntarily taken from a shareholder by court order or other legal methods. Fiscal Year:  Consult your tax adviser. A frequent choice is the calendar year. Depository Bank Name, City and State:  The corporation's bank is traditionally designated in the Organizational Consent. Banks have forms containing resolutions they require the corporation to adopt prior to opening an account. These resolutions are often attached to the Organizational Consent and adopted by the initial directors. Officers Authorized to Sign Checks and Required Number:  This is important to consider. It is an expected part of the resolutions required by any bank. Date and Hour of Annual Meeting of Shareholders:  Avoid choosing a holiday, such as January 1. It is often convenient to schedule the annual meeting of the directors immediately following the meeting of the shareholders so, it may be wise to choose a time in the morning or early afternoon, to allow time for both meetings. In Texas, it is generally accepted that an annual consent can be signed by all shareholders in lieu of having an annual meeting of directors or shareholders. Comments / Special Instructions:

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