Business Colorado

Richard M. Gee

Attorney and Counselor at Law

"My knowledge is your power"

BUSINESS

INCORPORATION QUESTIONNAIRE
NON-PROFIT ENTITY QUESTIONNAIRE

Business Formation
Mr. Gee has over 20 years experience in advising and guiding entrepreneurs, non-profits and corporate parents through the issues surrounding the formation of new businesses, including:

Flat fee pricing is available for entity formation services. Please call 303-569-6430 for a quote.

Venture Capital Issues.
Richard has provided advice and representation to a variety of startups that are at either the angel investor or venture capital phase of financing, particularly in the new technology markets, and has experience guiding clients with such matters as:

Mergers and Acquisitions.
Mr. Gee has extensive experience representing sellers and purchasers of business operations throughout the United States, including:

Corporate Maintenance and Employee/Employer Issues.
Mr. Gee represents small and large businesses on a variety of issues related to maintenance of corporate records, compliance matters and employer/employee agreements, including:

Flat fee pricing is available for many of these services. Please call 303-569-6430 for a quote.

Dissolution and Termination of Entities.
Mr. Gee has worked with entities that, for whatever reason, are in the process of dissolving, winding up and terminating their businesses. He provides legal advice, counsel and representation in the dissolution of such entities.

Succession Planning; Asset Protection.
Richard works with small business owners to establish logical succession planning for estate purposes; and works with clients to obtain legal protection of their assets from unknown creditors.

Flat Fee Specials:

$365 Flat Fee incorporations and LLC formations: all U.S. States. (plus filing fees and corporate kit expenses).

Colorado Special:

$500 Flat Fee for incorporations - includes all filing fees and corporate kit expenses.

INCORPORATION QUESTIONNAIRE
PART ONE - GENERAL INFORMATION
Information relating to the person filling out this questionnaire
A name is required. A valid email address is required. Invalid email format. A phone number is required.

1. Provide three potential Names for the new corporation, in order of preference:

2. State of Incorporation:

Please select a State.

3. State(s) or foreign jurisdictions where you anticipate you will be conducting business:

4. Do you anticipate having significant operations in states or countries other than the state of incorporation? If so, then for each state or country, please identify what type of operations. (Box will expand for all your information)

5. When will the new corporation need to be formed? Does it need to be expedited? This adds Expense. (Box will expand for all your information)

6. The principal executive office of the Corporation (a Corporation must continuously maintain an office in the state of formation) :

7. Name and Address of Registered Agent within state of incorporation (Note: the person named as Agent must be a resident of the state of incorporation or a corporation qualified to act as an Agent for Service of Process in the state of incorporation) :

8. Business Purposes (if other than any legal purpose) :

9. Are there to be restrictions on the business of the Corporation? (i.e., does it require a special license, such as a bank, law firm, etc?) If so, please explain. (Box will expand for all your information)

10. Please describe all anticipated startup costs for the entity, including the total anticipated start-up cost to operate the entity until it is able to break even from income generated from its operations. Please also state what the anticipated break even period is. (Box will expand for all your information) :

11. Please describe how you plan on financing the startup costs described in question 10. (Box will expand for all your information)

12. What percentage of your financing of the startup costs in question 10 above will be provided by (total must equal 100%) :

13. Will any debt described in question 10 be convertible to equity?


14. If your answer to question 13 is yes, what will be the terms for the conversion of such debt to equity? (Box will expand for all your information)

15. Do you anticipate further rounds of financing before a breakeven point occurs?


16. If yes, how do you anticipate generating such additional financing? (Box will expand for all your information)

17. How many common shares do you plan to issue:

18. Do you plan to issue different series of common shares? (Note: S Corporations and close corporations may have only one class of stock, which is common. However, such corporations may have different series of common stock with varying voting and distribution rights.)


19. If your answer to question 18 is yes, how many series of common shares do you anticipate issuing?

20. If your answer to question 18 is yes, what priorities will each series have? (Check all that apply)

20.1. Priority in Distributions?
20.2. Greater Voting Rights?
20.3. Shares convertible to Debt?
20.4. Shares convertible to Common?

21. Do you plan to issue preferred shares?


22. If your answer to question 21 is yes, how many classes of preferred shares do you anticipate issuing?

23. How many preferred shares do you plan to issue?

24. What priorities will the preferred shares have? (Check all that apply)

24.1. Priority in Distributions?
24.2. Greater Voting Rights?
24.3. Shares convertible to Debt?

25. Will you be distinguishing between founder shares and other shares? If so, how? (Box will expand for all your information)

26. Are you anticipating the creation of a stock option plan for employees? (Note: The creation of a stock option plan is not included in our incorporation fee.)




END OF PART ONE
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PART TWO - SHAREHOLDERS

27. SHAREHOLDER INFORMATION (Note: Please identify shareholders as "Shareholder A", "Shareholder B", etc... with all information required in text boxes below.) (Boxes will expand for all your information.) :
* For S Corporations, all shareholders must be residents of the United States of America
** Required to determine Securities Exemption status of shares being issued

27.1. Full Legal Name:

* 27.2. Place of Organization if a Legal Entity or Place of Residency and Nationality if an Individual:

27.3. Address:

27.4. City, State, Zip:

27.5. Telephone Number (home):

27.6. Telephone Number (office):

* 27.7. Federal Taxpayer I.D. Number or SSN:

27.8. Marital Status (Single, Married, Divorced, Separated) :

27.9. Drivers License No. and State of Issuance:

27.10. No. & Type of Shares (e.g., Common or Preferred):

27.11. Value of Initial Capital Contribution:

27.12. Description of Property Used for Initial Capital Contribution:

27.13. Is this Shareholder a Founder?


27.14. Will this Shareholder be an Employee?


27.15. Relationship of Shareholder to Officers/Directors of Corporation:

** 27.16. Net Income of Shareholder for last year:

** 27.17. Net Income of Shareholder’s Spouse for last year:

** 27.18. Net Worth of Shareholder:

** 27.19. Net Worth of Spouse of Shareholder:

28. Will the shareholders have proxy voting rights?


29. Will the shareholders have cumulative voting rights?



END OF PART TWO
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PART THREE - DIRECTORS AND OFFICERS

30. NAMES, ADDRESSES AND TELEPHONE NUMBERS OF DIRECTOR(S) (Note: If a corporation has one shareholder, the Board must consist of a minimum of one director; if it has two shareholders, there must be a minimum of two shareholders; if it has three or more shareholders, the corporation must have at least three shareholders - please identify info as that for "Director A", "Director B", etc.) :

(Boxes will expand for all your information.)

31. NAMES, ADDRESSES AND TELEPHONE NUMBERS OF OFFICERS (Note: While one individual may hold all officer positions, it is customary to appoint different individuals for the position of President and Secretary. The positions of Secretary and Treasurer are often held by one individual.) (Note: *** denotes a position that must be filled under most state law) :

(Boxes will expand for all your information.)

*** President/CEO
*** Secretary
*** Treasurer/CFO
END OF PART THREE
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PART FOUR - BANKING INFORMATION
(When opening an account with a bank, please copy and send us the signature card so that we may draft a resolution in conformity with state law authorizing the persons listed as signatories to sign checks, etc. on behalf of the Corporation.)

32. Name of Bank where Corporation Accounts are Maintained (Box will expand for all your information.) :

33. Address of Bank (Box will expand for all your information.) :

34. Name of Officers with Signature Power over Bank Accounts. (Please indicate whether any officer may act alone or only jointly by indicating "and" or "or" in your description.) (Box will expand for all your information.) :

35. Fiscal Year End to be elected by Corporation. (Note: For S Corporation elections, the accounting period must be the same as the shareholders of the corporation, which is the calendar year) Fiscal Year ends (List Month and Day) :

36. Accounting Method to be elected by Corporation (Note: For S Corporation elections, the accounting method must be the same as the shareholders of the corporation, which is usually the cash method) :



END OF PART FOUR
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PART FIVE - SHAREHOLDER AGREEMENT PROVISIONS
(Note: Only necessary if Shareholder Agreement is contemplated – This is not included in our initial formation fee)

37. Limitations on Transferability of Shares (Please check all that apply) :

37.1. None
37.2. To Family Revocable Trusts for Estate Planning Purposes
37.3. Unanimous Consent of all Shareholders
37.4. Shareholders Holding a Majority of Shares
37.5. Other
(Describe - Box will expand for all your information) :

38. Valuation of Shares (Please check all that apply) :

38.1. Book Value of Corporation
38.2. Annually by written agreement of shareholders?
38.3. Sales Formula
(If so, what formula - Box will expand for all your information) :
38.4. Other
(Describe - Box will expand for all your information) :
39. Buyback upon total disability?
40. Buyback on Retirement?
41. Majority Shareholder provisions?
42. Right of First Refusal for other Shareholders?
43. Right of First Refusal for Corporation?
44. Life Insurance Funding of Share Price?
END OF PART FIVE - END OF QUESTIONNAIRE
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***If you are not directed to a "THANK YOU" page upon selecting SUBMIT, please review highlighted answers for correction***
NON PROFIT ENTITY QUESTIONNAIRE
PART ONE - GENERAL INFORMATION
Information relating to the person filling out this questionnaire
A name is required. A valid email address is required. Invalid email format. A phone number is required.

1. Provide three potential Names for the new corporation, in order of preference:

2. State of Incorporation:

Please select a State.

3. State(s) or foreign jurisdictions where you anticipate you will be conducting business:

4. Do you anticipate having significant operations in states or countries other than the state of incorporation? If so, then for each state or country, please identify what type of operations. (Box will expand for all your information)

5. When will the new corporation need to be formed? Does it need to be expedited? This adds Expense. (Box will expand for all your information)

6. The principal executive office of the Corporation (a Corporation must continuously maintain an office in the state of formation):

7. Name and Address of Registered Agent within state of incorporation (Note: the person named as Agent must be a resident of the state of incorporation or a corporation qualified to act as an Agent for Service of Process in the state of incorporation) :

8. Business Purposes (if other than any legal purpose) :

9. Is this a Member Organization?


10. If a Member Organization, what are the prerequisites for membership? (Box will expand for all your information)

11. Will there be voting and non voting members?


12. If yes, what different classes of members will there be and what will be their rights and duties in the corporation? (Box will expand for all your information)



END OF PART ONE
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PART TWO - DIRECTORS AND OFFICERS

13. NAMES, ADDRESSES AND TELEPHONE NUMBERS OF DIRECTOR(S) (Note: If a corporation has one shareholder, the Board must consist of a minimum of one director; if it has two shareholders, there must be a minimum of two shareholders; if it has three or more shareholders, the corporation must have at least three shareholders - please identify info as that for "Director A", "Director B", etc.) :

(Boxes will expand for all your information.)

14. NAMES, ADDRESSES AND TELEPHONE NUMBERS OF OFFICERS (Note: While one individual may hold all officer positions, it is customary to appoint different individuals for the position of President and Secretary. The positions of Secretary and Treasurer are often held by one individual.) (Note: *** denotes a position that must be filled under most state law) :

(Boxes will expand for all your information.)

*** President/CEO
*** Secretary
*** Treasurer/CFO
END OF PART TWO
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PART THREE - BANKING INFORMATION
(When opening an account with a bank, please copy and send us the signature card so that we may draft a resolution in conformity with state law authorizing the persons listed as signatories to sign checks, etc. on behalf of the Corporation.)

15. Name of Bank where Corporation Accounts are Maintained (Box will expand for all your information.) :

16. Address of Bank (Box will expand for all your information.) :

17. Name of Officers with Signature Power over Bank Accounts. (Please indicate whether any officer may act alone or only jointly by indicating "and" or "or" in your description.) (Box will expand for all your information.) :

18. Fiscal Year End to be elected by Corporation. (Note: For S Corporation elections, the accounting period must be the same as the shareholders of the corporation, which is the calendar year) Fiscal Year ends (List Month and Day) :

19. Accounting Method to be elected by Corporation (Note: For S Corporation elections, the accounting method must be the same as the shareholders of the corporation, which is usually the cash method) :



END OF PART THREE
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PART FOUR - IRS INFORMATION

20. Website Address:

21. What is the exempt purpose(s) of the organization? (Box will expand for all your information.)

22. Please describe the past, present and planned activities of the organization that apply to the exempt purpose(s) above.

23. Please list the proposed annual compensation for all officers listed in Part II, Question 14. (Box will expand for all your information.) :

24. Please list all officers, directors, trustees that are related to each other and their relationship. Include whether any such person has a business relationship with the officer, director or trustee in question. (Box will expand for all your information.) :

25. Do you support or oppose candidates in political campaigns?


26. Do you attempt to influence legislation?


27. Do you operate Bingo or Gaming Activities?


28. Do you or will you undertake fundraising?


29. If the answer to 28 is Yes, how do you undertake Fundraising? (Box will expand for all your information.)

30. Do you or will you make grants, loans or other distributions to organizations?


31. If the answer to 30 is YES, describe your proposal process, including whether you require an application form or grant proposal, and what the responsibilities of the grantee are and your oversight procedures for such grants. (Box will expand for all your information.) :

32. Do you or will you make grants, loans or other distributions to foreign organizations?


33. If the answer to 32 is YES, describe your proposal process, including whether you require an application form or grant proposal, and what the responsibilities of the grantee are and your oversight procedures for such grants. (Box will expand for all your information.) :

34. Do you have any close connection with any organization?


35. If the answer to 34 is YES, please explain. (Box will expand for all your information.) :

36. Are you a cooperative service organization?


37. If the answer to 36 is YES, please explain. (Box will expand for all your information.) :

38. Are you a charitable risk pool?


39. If the answer to 38 is YES, please explain. (Box will expand for all your information.) :

40. Do you operate a school?


41. Is your main functuion to provide a hospital or medical care?


42. Do you or will you provide low-income housing or housing for the elderly or the handicapped?


43. Do you provide scholarships, fellowships, education loans or other educational grants to individuals?


44. If the answer to 32 is YES, please describe you process for providing such scholarships and the criteria upon which they are based. (Box will expand for all your information.) :

45. Do you expect you’re annual gross receipts to exceed $10,000?


END OF PART FOUR
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PART FIVE - NON PROFIT CORPORATIONS OTHER THAN 501(c)(3)

46. IRC Section under which you are claiming tax exemption:

47. Website Address:

48. What is the exempt purpose(s) of the organization? (Box will expand for all your information.)

49. Please describe the past, present and planned activities of the organization that apply to the exempt purpose(s) above.

50. Please describe the past, present and planned financial support to the organization. (Box will expand for all your information.) :

51. Please list any payment of compensation arrangements to members of the organization: (Box will expand for all your information.) :

52. Do you support or oppose candidates in political campaigns?


53. Do you attempt to influence legislation?


54. Do you publish any pamphlets, brochures, newsletters, journals or similar writings?


(If so, please email attachments of recent copies of each.)

END OF PART FIVE
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***If you are not directed to a "THANK YOU" page upon selecting SUBMIT, please review highlighted answers for correction***

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