Introduction

The corporate way of doing business has for a long time been the necessary standard for doing business in our complex and sometimes rigorous society. In the not too distant past, the initial cost of incorporating a business was prohibitive to many otherwise successful entrepreneurs and business organizations. Even today, some attorneys charge fees ranging up to thousands of dollars for a simple corporation.

This does not however mean that some corporations do not require meticulous and extensive attention, which may very well justify these extraordinary fees, but, in the vast majority of cases, a simple corporation does not justify a legal fee even in the hundreds of dollars.

This Alpha Corporation Kit is completely drafted for the non-lawyer. All of the forms are of the Easy Draft design which means they are not only substantially predrafted; but also, designed to be either typed or handwritten.

This kit includes a basic set of articles of incorporation that can be easily modified by substituting certain of the pages for use in most states; however, separate sets of articles of incorporation are included for the States of California, Colorado and New York since these states require either exact statutory language in the articles of incorporation or a specific manner in which the articles are drafted. For example, in the States of California and New York the issue is the specific statutory language, while in the State of Colorado the articles must not include any lines in order to accommodate their filing and recording procedures with computer scanning equipment.

While a corporation's governing instrument is commonly called the 'Articles' of Incorporation, in some states (Delaware and Nevada) it is called the 'Certificate" of Incorporation; therefore, with a simple substitution of Page 1, the Articles of Incorporation become the "Certificate' of Incorporation in compliance with Delaware and Nevada Laws. There are also substitute pages (Pages 3) to the basic set of articles of incorporation that specifically apply to the States of Arizona, Michigan, Texas and Wisconsin.

The Articles (Certificate) of Incorporation are predrafted in such a unique way that they provide a choice of one of three methods of capitalizing the corporation, namely, (1) With no par value common stock, (2) par value common stock, and (3) a combination of no par value common stock and par value preferred stock.

Included also are all notices, waivers of notices and predrafted minutes of all meetings of the incorporators, board of directors, and stockholders, which include (1) First meeting of the incorporators, (2) First meeting of the board of directors, (3) Monthly meeting of the board of directors, (4) Special meeting of the board of directors, (5) Special meeting of the stockholders, (6) Annual meeting of the stockholders and (7) Annual meeting of the board of directors.

To enhance the legal operation of the corporation, this kit also provides the following operational forms: (1) Medical care reimbursement plan and resolution, (2) Corporate resolutions, (3) Stockholder's proxy, (4) Stock certificates, and (5) Stock ledger and transfer journal.

In other words, with a Alpha Corporation Kit, you start off by saving hundreds of dollars in attorney fees, then you soon learn the complete operational features of a corporation-those features that have for a long time been clothed in legal jargon.

This text also include chapters that cover such topics as the 'corporate haven' States of Delaware and Nevada. Each of these so-called corporate haven states offer some advantages to the ultimate entrepreneur which may not be available in his (her) home state, for example, a one person corporation, no corporate taxes, no blue sky laws, etc. It will be mentioned here that Arizona recently enacted corporate laws that allow the filing of a one person corporation, but there are blue sky laws and corporate taxes.

Keep in mind, however, that there may be some very distinct disadvantages in incorporating in each of these states, for example, the annual corporate fees must be paid in both states when the corporation is registered as a foreign corporation in the home state, plus, the annual corporate agent's fees must also be paid. Therefore, it would be a wise decision to consider the relative financial advantages and disadvantages inherent in the pursue of entrepreneurial aspirations as a foreign corporation.

If, however, sound reasons exist for incorporating in either of these jurisdictions as a foreign corporation, this kit does provide the necessary incorporation papers. (See Chapters Three and Four, 'The Delaware and Nevada Corporations.)

This text covers every topic pertinent to the organizing and operation of a corporation including the potential liabilities, tax consequences, conflicts of interest, stock issuance and the limited membership Subchapter S requirements. Each topic of this text is written especially for those individuals who do not have any experience in incorporation procedures or the applicable laws regarding corporations. Therefore, all of the text material that follows including the step-by-step procedures for organizing and operating the corporation will be both educational and enlightening. Also included in this text on Pages 37-38 (the Yellow Pages) is a 'Directory of State Incorporating Departments' which provides the addresses and phone numbers of the state incorporation departments for each of the 50 states. This conveniently allows the corporate organizer to verify and confirm both the corporate filing fees, filing procedures and the availability of the proposed corporate name.

Starting on Page 39 (the Blue Pages) is 'Appendix A which includes fully completed examples of each of the forms and certificates included in this Alpha Corporation Kit. These completed examples provide an easy-to-use reference guide for the correct preparation of the forms and certificates.

With this in mind, this writer extends a personal thank you for making this Alpha Corporation Kit your vehicle to escape the high cost and burdensome legal system.