Form Articles Of Incorporation (Profit Corporation): Fill & Download for Free

I would decide would type of business entity you want to start. If you plan to be a nonprofit so you can accept donations to fund the farm, I would suggest that you get your Form 1023 or Form 1023-EZ filed with the IRS right away. If you plan on accepting more than $50,000 in donations per year, you would file Form 1023 for a cost of $850 plus attorneys fees. If you plan to collect less than $50,000 you might be able to file a 1023-EZ for a $400 fee. A 1023-EZ is much simpler to file and can be done online.It takes several months for acceptance by the IRS, but it is my understanding that you can start accepting donations before that time so long as you have filed the proper papers with the State of Colorado to set up your company. (Check with your attorney.) I recommend seeing an attorney before you file, because nonprofit Articles of Incorporation must have specific clauses in them that are not required in a for profit corporation.In any case, you will need a projected budget. A budget helps you clearly think through the costs associated with the project.While you are waiting for the IRS to approve your application, you can be looking for land. Spend your time looking for land. Pay attention to zoning laws and land use regulations as they can be a big hurdle in finding perfect land.Consultation with a good attorney and CPA can be invaluable to avoid costly mistakes. I work part time for an attorney/CPA and can see first hand how valuable good guidance can be.Good luck and God bless you for helping the animals.

SEC registration is only required when you are prepared to make a public equity offering, subject to SEC rules. That would ultimately require a C Corporation under US Federal Tax Law.That is allot of useless and very expensive legal and accounting work. You don't need to be a C Corp and you do not need to make a public equity offering.What you do need is the ability to quickly, legally and efficiently convert your method incorporation into something agreeable to a venture fund.Fortunately there is a simple and legal way to do so.0)FIRST HIRE A LAWYER OR A CPA WITH IN HOUSE LEGAL COUNSEL.1) Do your normal C Corporation filing.2) File for Election under Section 1362(a) to be taxed as an S Corporation.Here are the limitations on S Corps:100 shareholders maxMust be an individual (for estates, trusts and non profits special rules apply)You cannot have a Non Resident Alien as a Shareholder (H1B is not a Resident Alien because their status is dependent on the corporation sponsoring the alien).AND what VCs hate the most:An S Corp can only have one class of stock.S Corps can grant stock options, to anybody provided they are US Legal residents, since its a "pass through" to the individual's tax filing.An S Corp election can be revoked easily. The IRS will not contest it the first time you do it. If you try to go back and forth, you better get a good tax lawyer.The reason VCs want a pure C Corp is because:1) It allows for separate classes of stock, allowing for the creation of various levels of preference, protections and share valuations.2) S corp losses can only be used to offset personal income up to the founder's basis in the S corp stock.3) They don't expect the company to be profitable, so they don't care about the horrible tax treatment reserved to corporate profit.Further Notes:Incorporating in New York State or in the Commonwealth of Massachusetts can also be nightmare. A Delaware incorporation might be better. If you expect to have shareholders from different states, not having to file a NYS tax form will be a God-Send. NYS tax forms require 4X the work of the Federal. They drill down on financial pass throughs with a vengeance. And they tax interest income with prejudice.Allot of West Coast investors prefer a California incorporation because the Republic of California has a sui generis treatment for domestic corporations. It grants extensive powers to the Directors of said corporations, to the detriment of the shareholders. That means that a minority shareholder can have majority control. West coast investors get really nervous about shareholder voting rights.Allot of private investors (aka Angels) prefer LLCs because of the friendly tax treatment and the ability to offset one loss against losses in other LLCs. Resist the urge to do so. It is almost impossible to convert an LLC into a C/S short of dissolving the LLC and starting a new entity. And you cannot dissolve an LLC if you have so much as one disgruntled shareholder, like a disgruntled ex employee-shareholder.The most important document is the Articles of Incorporation. That determines CONTROL of the corporation and what constitutes a majority control. Go online and research everything you can about this topic. Every State in the US has different formats and rules (especially California). Start here: Articles of IncorporationLawyers and CPA charge good money because they do good work. Do not show up at a CPA or Lawyer's office before doing your homework. They charge by the hour. If they have to spend an hour explaining something to you, you are on the clock. If you have gone through every online check list you can find, and worked out the answers, the process will go much quicker, and cost you allot less.I am gooing to hit you with more italicized bolded and underlined capitalized text (how rude!):DO NOT ATTEMPT TO DO THE INCORPORATION AND THE ARTICLES OF INCORPORATION BY YOURSELF. HIRE A CPA OR BUSINESS LAWYER TO DO SO. AS A MATTER OF FACT, TALK TO YOUR CPA FIRST AND HAVE THEM RECOMMEND A LAWYER TO DO THE WORK.Now if you are dead broke and don't have a pot to piss in do it your self. Just expect a higher legal bill later when you try to fix the problems that will arise. If you are starting solo, and only later expect to bring on shareholders (by sale or grant), you can get away with a crappy boilerplate incorporation. But if you expect to bring in inexperienced technical talent that has no respect for the law or for accounting, and grant them legal rights over the corporation, I would re-do the Articles of Incorporation before I issue a single stock certificate. People get "moral" and "legal" intermixed and neither has anything to do with the other.Accounting is a logical system onto itself.Jurisprudence is a logical system onto itself.If you are a programmer you know ABSOLUTELY NOTHING outside of your area of specialization. You are a complete (unrepentant) ignoramus. YOU NEED PROPER PROFESSIONAL LEGAL AND ACCOUNTING REPRESENTATION.WOW that was also rude, but I am trying to impress on you that a sloppy agreement will have disastrous consequences if problems arise.And now that I have made my point very clear: if you cannot afford proper counsel, do all your research, and do a boilerplate filing. A boilerplate filing (like an online filing) is better than nothing.As I mentioned, S Corp election can be reversed easily (but usually only once).How professional institutional investors chose to "revoke S corp election" is their business entirely. They will send you to THEIR lawyer, and apply their boilerplate legal set up. Provided your Articles are not to messy, this process should not take long or cost too much.Further problem. Institutional investors prefer to deal with accredited investors only. Because under the law they are considered "sophisticated investors". That means that if they get !@#$ed in subsequent investment rounds nobody is going to cry foul. If you take Aunt Esther's money and she gets diluted out, voted out, and stiffed, she might go to court over it and she will qualify for redress under "consumer protection laws". Which is why some institutional investors do not like unaccredited investors owning common stock.But if you will limit yourself to issuing stock options to employees, that should not be the case, because no money has changed hands (yet).I hope this answers some of the questions you raised.

Here is one way to start a nonprofit organization in the USA.Nonprofit organizations generally must have a board of directors. Find three or more other people who have knowledge, skills, and abilities that can help the organization and are willing to serve on the board of directors to oversee the organization.Hold the first official meeting of your organization’s board of directors. Elect a president, vice president, treasurer, and secretary. The president will lead the organization and organize meetings. The vice president leads when the president is unavailable. The treasurer is in charge of overseeing the finances of the organization, preparing financial reports, and making sure all returns are filed promptly with governmental agencies. The secretary keeps important documents and records minutes of meetings. Determine the organization’s mission, vision, and methods of fundraising. Determine who will accept mail on the organization’s behalf (registered agent). Determine what resources (financial and otherwise) the organization needs to fulfill its mission. Prepare the organization’s first year’s budget.Formally incorporate the organization. It is virtually always best to incorporate in the state in which the organization primarily operates. For example, to incorporate in Virginia, you could complete a Form SCC819 (Articles of Incorporation) to incorporate, and send it to the Virginia State Corporation Commission with a $70 filing fee. After preparing the Articles of Incorporation, have a formal vote to adopt the Articles of Incorporation. (Keep in mind that most states use the term “non-stock corporation” instead of nonprofit organization)Write the organization’s bylaws. Bylaws detail how the organization operates. Bylaws generally include the name of the organization, the mission of the organization, the officers that the organization will have, the duties of each officer, how officers are elected, how long officers serve, whether there will be members of the organization and membership dues to be paid by members, when meetings will be held, how meetings will be conducted, how the organization’s finances will be managed, what fiscal year the organization will use, how often financial reports will be prepared and presented, how the bylaws may be amended, indemnification of officers, whether the officers will be compensated for their work, whether the organization may have any paid employees, a conflict of interest policy, a nondiscrimination policy, what happens if an officer resigns, and what happens if the organization ceases to exist. After writing the bylaws, have a formal vote to adopt the bylaws. (Keep in mind that, many nonprofit organizations are 501(c)(3) nonprofit organizations so that donors’ contributions are tax-deductible. If this applies to your organization, then the IRS requires certain language in the organization’s bylaws regarding the organization’s purpose and provisions upon its dissolution. See Part III in IRS Form 1023 for more information. https://www.irs.gov/pub/irs-pdf/...)When the state writes back to you to say the organization is officially organized, apply for a federal tax identification number (sometimes called an EIN) for the organization. The organization can apply with the Internal Revenue Service through its web site, https://www.irs.gov/businesses/small-businesses-self-employed/apply-for-an-employer-identification-number-ein-online When the IRS assigns the organizations the number, keep the IRS notification in a safe place.Decide which bank the organization will have a bank account, and open a corporate checking account there. The bank will ask to see the letter of incorporation from the state and the secretary’s minutes from the meeting when officers were elected. It will probably also need the organization’s federal tax identification number and certain information about the organization’s officers.If the organization will have paid employees working in the USA, it will need to withhold federal tax, social security tax, Medicare tax, and possibly state tax from the wages of the employees. The organization will need to register with the appropriate state agency for state withholding tax if the state taxes employment wages (all states except New Hampshire, Tennessee, Florida, Texas, South Dakota, Wyoming, Washington, Nevada, and Alaska). A few local jurisdictions have local tax on employees’ wages as well. The organization will probably also need to register to pay state unemployment tax on employees’ wages in the states in which employees perform work. All states have state unemployment tax. The organization will need to register with the appropriate state agency for state unemployment tax. The organization will also need to pay federal unemployment tax on employees’ wages unless it is exempt (generally only 501(c)(3) organizations are exempt). Makes sure the organization know how and when to remit the various taxes to the appropriate governmental agencies. The organization may need to obtain private workers compensation insurance as well in accordance with the state law in which employees perform work. Other insurance may be either required or highly advisable. An insurance broker may be able to help with obtaining private insurance.Forty states require a nonprofit organization to apply to solicit charitable contributions from its residents. For example, Virginia requires an organization to register with Form 102 along with a $100 initial filing fee. There is also an annual renewal and filing fee of between $30 and $325 per year thereafter. http://www.vdacs.virginia.gov/pd... Alternatively, certain organizations can file a Form 100 instead with a $10 filing fee. http://www.vdacs.virginia.gov/pd... (The ten states that do not require this type of registration are Arizona, Idaho, Indiana, Iowa, Montana, Nebraska, South Dakota, Texas (in most cases), Vermont, and Wyoming.) When the state approves the organization’s charitable solicitation registration, the organization can begin asking individuals, corporations, and other nonprofit organizations located in that state for charitable contributions.Generally, within 27 months of formation, the organization should apply for 501(c)(3) recognition from the Internal Revenue Service using either Form 1023 ( https://www.irs.gov/pub/irs-pdf/...https://www.irs.gov/pub/irs-pdf/...) or Form 1023-EZ ( https://www.irs.gov/pub/irs-pdf/...https://www.irs.gov/pub/irs-pdf/...), if the organization seeks 501(c)(3) status. Very small organizations need not apply, but almost all other organizations should. The filing fee is $600 for most organizations; organizations who file a Form 1023-EZ are eligible to pay $275 instead. The Internal Revenue Service often takes six to nine months to process and approve the application, but sometimes it can take as little as four weeks. Sometimes the IRS will ask for further information. When the IRS sends a letter recognizing the organization’s 501(c)(3) status, do a little dance, and keep the letter in a safe place. Also keep a copy of the Form 1023 or Form 1023-EZ that was filed. Some donors may want to see them, an organization is required to show it to a person to requests to see it. Determination of the organization’s 501(c)(3) status is typically made retroactive to the organization’s date of formation. Other types of tax-exemption are often applied for with Form 1024 instead.File a Form 990, 990-EZ, 990-PF, or 990-N with the IRS every year, within four months fifteen days of the end of the organization’s fiscal year. Keep copies of previously filed forms in case a member of the public asks to see them. https://www.irs.gov/pub/irs-pdf/...https://www.irs.gov/pub/irs-pdf/...(Alternatively, if your organization wants to file as a different type of nonprofit, it may want to file a Form 1024 with the IRS instead. A few types of nonprofit organizations can self-designate itself tax-exempt under certain circumstances, but it is important to look carefully into this if the organization wants to go this route. Keep in mind that donations to organizations that do not have 501(c)(3) status are almost never tax-deductible to the donor. https://www.irs.gov/pub/irs-pdf/...https://www.irs.gov/pub/irs-pdf/...)Good luck!