In most U.S. states, a business corporation is started by one or more people, known as "incorporators", who craft a business idea and bylaws for an organization. Initial directors and officers are elected or appointed and official papers are prepared for filing with the Secretary of State in the state where the incorporators choose the corporation to be domiciled. Formalities vary from state to state, but typically require a unique name of the corporation, a statement of purpose (charter), identification of any authorized stock, initial board and officers, the fiscal year, the address of the office (or resident agent), and one or more signatures by authorized incorporators or their attorney. Once the papers are filed, with the necessary fees, and inspected and accepted for conformity with the local requirements, the new entity is created.

At the first directors meeting, shares (if any) are distributed, officers appointed, bylaws ratified, and capital investments acknowledged. The shareholders may then meet to elect a new board or change the bylaws, and the new board (or shareholders) may elect or appoint new officers in preparation for carrying out the purposes of the business. Other housekeeping issues involve obtaining a federal tax-ID and filing for any licenses or exemptions needed by the corporation.

Periodic meetings and filings are required to maintain any corporation in "good standing", typically every year or whenever anything important changes in the board, company mission, etc.

Incorporation is the process by which one or more persons may form a limited company. There are many reasons why you might want to incorporate a company in the US, but the four most common reasons include:

• To create a legal entity;
• To provide some protection for the name of the enterprise;
• To provide limited liability to its members;
• To provide perpetual existence

Individuals or groups wishing to operate as corporations in any state of the USA are required under State Company Acts to file the appropriate forms with their respective Secretary of State, Corporations Division.

Incorporation establishes your business as a distinct, legal entity, offering you a number of advantages including business name protection, transferability of business ownership, limited liability and possible tax advantages.

Registration Process

The following steps provide the procedures needed to incorporate a new company in the USA with the Secretary of State. To form a new corporation, you must provide a corporate name and address, describe the structure, identify the 'type' of corporation and provide director information. The following information is provided to assist you in this process.

In the USA, company incorporation is done by filing an Articles of Incorporation with the Secretary of State, Corporations Division.

Step One is the Name Search and Approval

If you are creating a company with a name, the first step in incorporation is to ensure the proposed name of your company is available. To check the availability of your name, you must obtain a name research and approval. If you are creating a numbered company the Corporations Division Office will assign it a number that it can use as a name. In that case, no Name Research and Approval is required.

A company's name must be unique in the State of Incorporation. To prove its uniqueness, you must obtain a name search and approval. This search is used to confirm that no one else has a business or registered trademark with a name as, or similar to, the one you have chosen. The name of an incorporated company must end with one of the following designations:

• Limited
• Incorporated
• Corporation

The following abbreviations of the above are also acceptable:

• Ltd.
• Inc.
• Corp.

Step two Articles of Incorporation are completed

Articles of Incorporation are legal documents that establish your business, and must be approved by the government before you do business under that business name.

Once your name has been approved the next step is to complete the Articles of Incorporation and submit it to the Secretary of State, Corporations Division, with the appropriate fees. All documents received are placed in the order they were received and checked to see if they have been completed properly and that they do not violate any provision of the Companies Act.

If your application is approved the Corporations Division Office will register your company by filing a copy of the articles in the register and issue you a certificate if incorporation as proof that registration has ocurred.

The third step is the payment of the necessary fees to file your application for incorporation.

In the first case, Broderip v Salomon [1893] B 4793, Vaughan Williams J said Mr Broderip's claim was valid. It was undisputed that the 20,000 were fully paid up. He said the company had a right of indemnity against Mr Salomon. He said the signatories of the memorandum were mere dummies, the company was just Mr Salomon in another form, an alias, his agent. Therefore it was entitled to indemnity from the principal. The liquidator amended the counter claim, and an award was made for indemnity.

The Court of Appeal [1895] 2 Ch 323 confirmed Vaughan Williams J's decision against Mr Salomon, though on the grounds that Mr. Salomon had abused the privileges of incorporation and limited liability, which Parliament had intended only to confer on "independent bona fide shareholders, who had a mind and will of their own and were not mere puppets". Lindley LJ (an expert on partnership law) held that the company was a trustee for Mr Salomon, and as such was bound to indemnify the company's debts. Lopes LJ and Kay LJ variously described the company as a myth and a fiction and said that the incorporation of the business by Mr Salomon had been a mere scheme to enable him to carry on as before but with limited liability.

The House of Lords unanimously overturned this decision, rejecting the arguments from agency and fraud. They held that there was nothing in the Act about whether the subscribers (i.e. the shareholders) should be independent of the majority shareholder. The company was duly constituted in law and it was not the function of judges to read into the statute limitations they themselves considered expedient. Lord Halsbury LC stated that the statute "enacts nothing as to the extent or degree of interest which may be held by each of the seven [shareholders] or as to the proportion of interest or influence possessed by one or the majority over the others."

Lord Halsbury remarked that - even if he were to accept the proposition that judges were at liberty to insert words to manifest the intention they wished to impute to the Legislature - he was unable to discover what affirmative proposition the Court of Appeal's logic suggested. He considered that identifying such an affirmative proposition represented an "insuperable difficulty" for anyone putting forward the argument propounded by the Lords Justices of Appeal.

Lord Herschell noted the potentially "far reaching" implications of the Court of Appeal's logic and that in recent years many companies had been set up in which one or more of the seven shareholders were "disinterested persons" who did not wield any influence over the management of the company. Anyone dealing with such a company was aware of its nature as such, and could by consulting the register of shareholders become aware of the breakdown of share ownership among the shareholders.

Lord Macnaghten asked what was wrong with Mr. Salomon taking advantage of the provisions set out in the statute, as he was perfectly legitimately entitled to do. It was not the function of judges to read limitations into a statute on the basis of their own personal view that, if the laws of the land allowed such a thing, they were "in a most lamentable state", as Malins V-C had stated in an earlier case in point, In Re Baglan Hall Colliery Co., which had likewise been overturned by the House of Lords.

The House held:

"Either the limited company was a legal entity or it was not. If it were, the business belonged to it and not to Mr Salomon. If it was not, there was no person and no thing to be an agent [of] at all; and it is impossible to say at the same time that there is a company and there is not."

The House further noted:

"The company is at law a different person altogether from the subscribers to the Memorandum, and though it may be that after incorporation of the business is precisely the same as it was before and the same persons and managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustees for them. Nor are the subscribers or members liable in any shape or form except to the extent and in the manner provided by the act."

On the issue of floating charges, Lord Macnaghten also said this.

"For such a catastrophe as has occurred in this case some would blame the law that allows the creation of a floating charge. But a floating charge is too convenient a form of security to be lightly abolished. I have long thought, and I believe some of your Lordships also think, that the ordinary trade creditors of a trading company ought to have a preferential claim on the assets in liquidation in respect of debts incurred within a certain limited time before the winding-up. But that is not the law at present. Everybody knows that when there is a winding-up debenture holders generally step in and sweep off everything; and a great scandal it is."

Quid Corp is a scam company that lies and misleads clients telling them they are eligible and qualify for thousands and thousands of grant funding and they want you to pay a retainer fee UPFRONT. . .No one has ever been funded and all the posts on the internet are employees lying saying they are client that have been funded. . .

My name is Stephanie Weston and I am a former employee of Quid Corp. I worked for Quid Corp for several months. I have read all the blogs and I am sorry to inform you that to my knowledge and all the research I have done, they are all TRUE. The employees of this company have lied and said I was dismissed, fired and or let go. That is a blatant lie of which I am taking legal recourse for such lies.

I left Quid Corp when I discovered it was a fraudulent company that misleads clients. I also discovered and have proof of their affiliation with other fraud companies of which I am willing to testify in a court of law! I have been accused of being the blogger named "whistleblower." That is also a lie, I am not disgruntled. It is simple I worked for a company that was scam and quit.

None of the clients that I sold have received funding and many have contacted me and have provided me written statements of what they have been told of my being dismissed and fired. . .

The company is a shelf corporation and has NOT been in business for 10 years and they have NOT helped thousands of businesses get millions upon millions of grant funding (what a joke). This company and many employees are the same group of people who ran Corporate Capitol amongst MANY other companies that have closed due to the simple fact it was in fact was a scam and a fraud company. . .

As far as alias names goes, all the people who worked at the previous scam companies use alias names and all the NEW people such as myself all used our REAL names because we were naive and did not even know any better. Employees who were paid to scam people are as much of a victim as the people who were sold.

If you would like to participate in a class action law suit and would like contacts to the proper authorities here in Nevada so you make take legal recourse for being scammed or if you were paid to scam please contact me at Stephanie.f.weston@gmail.com

This company is scam as well as all the previous companies they were affiliated with. I am sure many current employees will come on to this post and call me everything under the sun and lie. I was one of their top sales representatives, I think I was 8th to be exact. I thought the company was real when I started and once I discovered it was a scam I quickly gave my notice. I also have many names and numbers of clients who will be willing to speak with you as they can tell you their experience first hand. I can also give you names and numbers of previous employees who have worked for Corporate Capital and Quid Corp and tell you the transition from company to company.

All the blogs are true and Compass National is where many previous Quid Corp employees are now. So if you are looking for the person who scammed you, they either quit, still work their (might have a new alias name) or work for Compass National or another scam company.

So as far as STEPHANIE WESTON being the blogger and hiding behind some yahoo email address, I am here to tell you, I have NO REASON to hide, no reason to lie and have NO PROBLEM POSTING MY NAME AND CONTACT INFORMATION!

So if the current employee at Quid Corp and Compass National want to post and lie, I caution you I will take legal action for slander and defamation of character! I am more than happy to provide, forward any and all information that I have to prove that blog claims are not FALSE and I have submitted this very same information to the proper authorities and legal action I assure is coming, I am happy to provide the name and number of the authorities, legal authorities involved. I am also happy to provide clients that were scammed and ripped of from all companies. . .

Read more: Is_quid_corp_a_scam

In the US, the process of incorporation of a for-profit company is not difficult. For whatever state you are in go to the Secretary of State web site, you should be able to get the company incorported by submitting the right paperwork to the Secretay of State. You should also be able to find what form to use on this web site as well. Each state usually charges a small fee for this.

General steps:

1. Locate your SOS web page (Google "Secretary of state _ Your state here")

2. Click on "Company Incorporation"

3. Download the paperwork.

4. Do a search to ensure you have a unique business name.

5. Fill out the paperwork and mail your check with it. To expedite, it usually costs about $100 more.

6. Wait about a week to receive your registration number.

7. Get your EIN from www.irs.gov. You will need this to open a business bank account and to hire employees/IC's.

You can also google "company incorporation" and buy a package from a legal document provider to simplify the process. While it makes it somewhat more organized, it is generally unnecessary.

Also, keep in mind that you may want to incorporate in a different state than that in which you reside. For example, many real estate companies choose to incorporate in Delaware due to its well documented case law and business owner protection statutes.

See related question "How do you incorporate a business?" linked below.