Summarize:

Your corporation’s bylaws are an internal document that outlines how the corporation will govern itself and manage its day-to-day activities. In your bylaws, you can address the frequency of board of directors’ meetings, the number and name of corporate officers (i.e. President, Secretary, etc.), personnel policies, etc.  Though not submitted to the state, bylaws are important in proving the legitimacy of the corporation. They may even be necessary in applying for small business loans to help get your business off the ground.  You can draft your corporate bylaws, or you can have a lawyer draft them if you need additional guidance. You may also find free or low-cost legal assistance from legal incubator programs located in your state. You can find a list of programs available through the American Bar Association. The board of directors typically make important decisions at the initial board of directors meeting. Some of the decisions and actions that usually take place at the initial board of directors meeting include:  Selection of officers Adoption of bylaws Stock authorization and issuance Adoption of the official stock form and seal The board of directors will have to decide whether to operate as a C or S corporation. The biggest difference is that C corporations are taxed at two levels, also known as double taxation. The income that the corporation makes is taxed at a corporate rate. Then the income is distributed among the shareholders, and they have to pay income tax on those profits. The potential tax advantage is shifting the income between the corporation and the shareholders so that both pay taxes in a lower tax bracket. Other notable aspects of a C corporation include:  The corporation can deduct medical payments up to a certain amount established by the corporation. Only C corporations can become publicly traded companies. C corporation require additional paperwork and filing. The complicated tax forms will likely require an accountant. In contrast, S corporations circumvent double taxation because the profits "pass through" the corporation to the shareholders. The shareholders are then taxed in their own individual tax brackets. Additional notable features of an S corporation include:  Shareholders are not personally responsible for the business’s debts and liabilities. The ownership interest of an S corporation can be transferred without negative tax ramifications. There are restrictions on stock ownership, and only one class of stock is available. They cannot have more than 100 shareholders. S corporations can receive additional IRS scrutiny because amounts distributed to shareholders can be dividends or salaries. They offer less flexibility in allocating income and loss to specific shareholders due to the single class of stock restriction. After the board of directors has carefully considered the options, they will decide whether a C or S corporation best suits their business. When evaluating taxation options, be sure to consult with a financial or tax advisor to obtain advice with respect to your corporation’s particular finances and business needs. If you ultimately decide to form set up an “S” corporation, you’ll need to file an IRS Form 2553, which informs the IRS that you are selecting to be treated as an S corporation. Issuing shares is a formal requirement for corporations. This divides up the ownership interests of the business.  If the corporation is large it must register its stock with the Federal Securities and Exchange Commission as well as the state's security agency. Registration is time consuming and usually results in extra accounting and legal fees. In most cases, small corporations—ones less than ten owners where the owners are actively involved in running the business—should qualify for exemptions from registering with the securities agencies. Depending on the structure and nature of your corporation you may need to also create a stock purchase agreement. These agreements allow a founder to purchase shares from the company and outlines the terms for doing so. If you’re forming your business around a specific technology or invention, then you will especially want to record any patents or trademarks. You may want to seek the assistance of a patent attorney for help with this process.
Prepare your corporation’s bylaws. Convene with the board of directors for the first time. Consider operating as a “C” corporation. Consider operating as an “S” corporation. Determine whether to operate as a “C” or “S” corporation. Distribute stock certificates to the corporate shareholders (owners). Create a stock purchase agreement. Record any assigned patents or trademarks.