Initials Completed

Responsible Party's Date Initials Completed

___ Determine whether incorporation is appropriate. ______

___ Determine client's first and second choice of name for corporation and check name availability with the Department of Financial Institutions. ______

___ Do a trade name/trademark search if appropriate. ______

___ Determine whether corporation must qualify to do business in another state, and if so, check name availability in that state and obtain necessary qualification forms. ______

___ Determine whether a filing with another regulatory agency is required (i.e., in the case of certain licensed professionals organizing a service corporation) ______

___ Reserve name. ______

___ Determine what type of corporation is appropriate basic corporation; statutory close corporation; service corporation). ______

___ Obtain name(s) and address(es) of incorporator(s). ______

___ Obtain name of registered agent. ______

___ Obtain address of registered office. ______

___ Obtain names and addresses of initial directors, if known. ______

___ Determine what type of stock will be issued (class and series, if any) and how many shares. ______

___ Determine consideration (type and amount) to be paid for shares. ______

___ Determine preferences, limitations, and relative rights of each class and series of shares or provide for issuance of blank stock. ______

___ Determine whether shares must be registered under federal and state securities laws, and if not, what exemptions apply. ______

___ Determine whether subscription agreements will be entered into before incorporation, and if so, prepare agreements. ______

___ Consider establishment of escrow arrangements or other restrictions if shares are to be issued for promissory notes or contracts for future services. ______

___ Prepare articles of incorporation. ______

___ Select appropriate form (standard short form; standard long form; form for statutory close corporation or service corporation) and determine whether to include S corporation provision. ______

___ Select appropriate alternative provisions (e.g., one vs. more than one class of stock). ______

___ Select appropriate optional provisions (e.g., cumulative voting; preemptive rights; blank stock; names of initial directors; action by less-than-unanimous consent; quorum/voting requirements). ______

___ File articles of incorporation with Department of Financial Institutions. ______

___ Obtain shareholders' names, addresses, telephone numbers, and Social Security numbers. ______

___ Prepare post-incorporation subscription agreements and corporation's acceptance of agreements, as necessary. ______

___ Determine whether certificates will be issued for shares, and if so, issue share certificates. ______

___ If no certificates are to be issued, ensure compliance with section 180.0626. See infra ' 4.3a. ______

___ Elect initial directors if not named in articles of incorporation. ______

___ Determine whether organization of corporation is to be completed by initial directors or incorporators. ______

___ Prepare bylaws. ______

___ Select appropriate form (standard short form; standard long form; form for statutory close corporation or service corporation) and determine whether to include S corporation provisions. ______

___ Select annual meeting date. ______

___ Determine size of board of directors. ______

___ Select appropriate alternative provisions (e.g., cumulative voting; quorum/voting requirements; action by less-than-unanimous shareholder consent). Note: Alternatives selected must be consistent with articles. ______

___ Determine whether organization of corporation is to be completed by unanimous written consent or by vote at organizational meeting. ______

___ If organization of corporation is to be completed by unanimous written consent, prepare organizational resolutions. ______

___ If organizational meeting is to be held: ______

___ Ensure that proper notice is given or that notice is waived. ______

___ Prepare minutes. ______

___ Obtain name of corporate accountant. ______

___ Determine which financial institution corporation will use. ______

___ If applicable, prepare and submit applications for employer identification number, see infra ' 1.5a, and seller's permit, see infra ' 1.5b. ______

___ Prepare and file S corporation election (if appropriate). See infra ' 1.5c. ______

___ Prepare Wisconsin small business share form (if appropriate). See Wis. Stat. ' 71.01(10). ______

___ If incorporating a new business, consider: ______

___ Business licenses ______

___ Employment contracts for key employees ______

___ Life insurance on key employees ______

___ Health and disability insurance benefits ______

___ If incorporating an ongoing business, in addition to the above items, consider: ______

___ Transferring property to the corporation by proper transfer instruments ______

___ Notifying, and if necessary obtaining consent from, landlords, franchisors, and parties to leases, licenses, and dealership agreements ______

___ Notifying financial institutions and reviewing/ revising business accounts, notes, signatory authorizations, etc. ______

___ Notifying insurance agents and transferring ownership of policies ______

___ Revising stationery, contracts, invoices, business cards, directories, etc., to show corporate name ______

___ Notifying creditors ______