March 11, 2014
When a client comes to you for advice regarding the formation and organization of a new corporation it is important to gather and analyze as much information as possible. While interviews are useful and provide a good way to get to know the client better and learn more about the client’s overall vision for the business you should also have a basic questionnaire (see § 6:98.50) that you can easily and quickly pass to the client that provides a clear platform for gather the information that will be needed to complete the formation and organization documents.
Among other things you’ll want to get contact information for the incorporators and founders, the proposed name of the corporation and the steps that have been taken to reserve the name, information relating to confirming availability of trademarks, a description of the business that can be used to identify special legal requirements that might be applicable to the new company, a list of states where the corporation will be doing business and/or owning property, the name and street address of the initial agent for service of process, names and addresses of initial directors and officers, information on initial shareholders and the consideration they will be tendering for their shares (and any special vesting provisions), and additional information relating to the new corporation’s fiscal year, accountants and banking relationships.
When transmitting the incorporation questionnaire you should use a transmittal communication—letter or e-mail—that explains the reasons for the questionnaire and provides guidance on answering specific questions included in the questionnaire such as availability and use of the corporate name and related trademark issues; preparation and use of the description of the business; the significance of activities in other states; the legal and practical duties and responsibilities of directors and officers; and the benefits from preparing a projected capitalization table that covers potential share issuances over the next two or three years. For an example, see § 6:99.20.
Further details regarding the procedures for collecting and analyzing information required to form a new corporation are available in the chapter covering formation and organization of general business corporations (§§ 6:1 et seq.).