part0005

• The number of shares the corporation is authorized to issue;

• The classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, lim-

itations, and relative rights identical with those of other shares of the same class unless the articles of incorporation divide a class into series. If a class is divided into series, all the shares of any one series must have preferences, limitations, and relative rights identical with those of other shares of the same series.

• The articles of incorporation must authorize: (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares (which may be the same class or classes as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.

• The street address, and the mailing address if different from the street address, of the corporation's initial registered office, the county in which the initial registered office is located, and the name of the corporation's initial registered agent at that address; and

• The name and address of each incorporator.

You must file the original and one copy of the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $125.00.

The existence of the corporation begins upon the filing of the articles of incorporation with the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of North Carolina.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State assesses a corporate franchise tax at the rate of $1.50 per $1,000 of whichever yields the highest tax: (a) capital stock, surplus and undivided profits allocable to North Carolina; (b) investments in North Carolina tangible property; or (c) 55% of the appraised tangible personal property plus all intangible property in the State. North Carolina also assesses a corporate income tax at the rate of 6.9% and sales and use taxes at the rate of 4%.

Contact Information: Corporations Division

P.O. Box 29622 Raleigh, NC 27626-0622 Phone: (919) 807-2225 Facsimile: (919) 807-2039 http://www.secretary.state.nc.us/ corporations/

North Dakota

State Corporation Statute: Cent. Code §§ 10-19.1-01 through 10-19.1-

1-131.

Formation: Before filing its articles of incorporation, a domestic for-profit corporation may reserve a name with the secretary of state's office. The articles of incorporation must include the following:

• The name of the corporation, which must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "CO.," or "ltd.," or words or abbreviations of like import in another language. The name may not contain language stating or implying that the corporation is organized for any unlawful purpose. Except as provided below, a corporate name must not be the same as, or deceptively similar to, the name of a domestic or foreign corporation, limited liability company, or limited partnership, whether profit or nonprofit, authorized to do business in North Dakota, or a name the right to which is, at the time of incorporation, reserved, or is a fictitious name registered with the office of the secretary of state, or is a trade name registered with the office of the secretary of state. The secretary of state may authorize a corporation to use a name that is not distinguishable on its records from one or more of the names described above. The secretary of state shall authorize use of the name applied for if (1) the other corporation, holder of a reserved or registered name, limited partnership, limited liability partnership or limited liability company consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court in North Dakota establishing the applicant's right to use the name applied for in North Dakota.

• The address of the registered office of the corporation and the name of its registered agent at that address;

• The aggregate number of shares that a corporation has authorized to issue;

• The name and address of each incorporator; and

• The effective date of incorporation if a later date that than on which the certificate of incorporation is issued by the secretary of state.

You must file an original of the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $30.00, with additional charges of $10.00 for the required written consent of the registered agent, and a minimum license fee of $50.00.

The existence of the corporation begins upon the issuance of the certificate of incorporation by the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the Articles of Incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of North Dakota.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State charges $25.00 for annual corporate reports, assesses a variable rate corporate income tax, and sales and use taxes at the rate of 5%.

Contact Information: Secretary of State

600 E. Boulevard Ave. Dept. 108 Bismarck, ND 58505-0500 Phone: (701) 328-4284 Toll Free: (800) 352-0867 ext. 8-4284 Facsimile: (701) 328-2992 Email: sosbir@state.nd.us

Ohio

State Corporation Statute: Oh. Revised Code §§ 1701.01 through 1701.99.

• The name of the corporation, which must end with or include the word or abbreviation "company" "co.," "corporation," "corp.," "incorporated," or "inc." The name must be distinguishable upon the records of the secretary of state from all of the following: (1) the name of any other corporation, whether nonprofit or for profit and whether that of a domestic or of a foreign corporation authorized to do business in Ohio; (2) the name of any limited liability company registered in the office of the secretary of state, whether domestic or foreign; (3) the name of any limited liability partnership registered in the office of the secretary of state, whether domestic or foreign; (4) the name of any limited partnership registered in the office of the secretary of state, whether domestic or foreign; (5) any trade name the exclusive right to which is at the time in question registered in the office of the secretary of state. The name must not contain any language that indicates or implies that the corporation is connected with a government agency of Ohio, another state, or the United States.

• The place in Ohio where the principal office of the corporation is to be located;

• The authorized number and the par value per share of shares with par value, and the authorized number of shares without par value, except that the articles of a banking, safe deposit, trust, or insurance corporation shall not authorize shares without par value;

• The express terms, if any of the shares; and, if the shares are classified, the designation of each class, the authorized number and par value per share, if any of the shares of each class, and the express terms of the shares of each class;

• If the corporation is to have an initial stated capital, the amount of that stated capital.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $85.00.

The existence of the corporation begins upon the filing of the certificate of incorporation with the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Ohio.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. The number of directors shall be not less than three or, if not so fixed, shall be three. If all of the shares of a corporation are owned by one or two shareholders, the number of directors may be less than three, but not less than the number of shareholders. The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers and assistant officers as may be deemed necessary

State Tax Classification: The State assesses a variable rate corporate franchise tax and sales and use taxes at the rate of 5%. Contact Information: Ohio Secretary of State

Business Services Division

180 E. Broad St., I6th Floor

Columbus, Ohio 43215

Phone: (614) 466-3910

Toll Free: 1-877-SOS-FILE (1-877-767-3453)

Facsimile: (614) 466-3899

http://www.state.oh.us/sos/

Oklahoma

State Corporation Statute: Ok. Statutes §§ 18.1001 through 18.1144.

Formation: Before filing its certificate of incorporation, a domestic for-profit corporation may reserve a name with the secretary of state's office. The certificate of incorporation must include the following:

• The name of the corporation, which must contain the word "association," "company" "corporation," "club," "foundation," "fijnd," "incorpo-

rated," "institute," "society," "union," "syndicate," or "limited," or the abbreviation "Corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language; provided that such abbreviations are written in Roman characters or letter. A corporate name must be distinguishable upon the records of the secretary of state from (1) names of other corporations organized under the laws of Oklahoma then existing or which existed at any time during the preceding three years; (2) names of foreign corporations registered in accordance with the laws of Oklahoma then existing or which existed at any time during the preceding three years; (3) names of then existing limited partnerships whether organized pursuant to the laws of Oklahoma or registered as foreign limited partnerships in Oklahoma: (4) trade names or fictitious names filed with the secretary of state; (5) corporate, limited liability company or limited partnership names registered with the secretary of state; or (6) names of then existing limited liability companies, whether organized pursuant to the laws of Oklahoma or registered as foreign limited liability companies in Oklahoma.

• The address, including the street, number, city and county, of the corporation's registered office in Oklahoma, and the name of the corporation's registered agent at such address;

• The nature of the business or purposes to be conducted or promoted. It shall be sufficient to state, either alone or with other business purposes, that the purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the general corporation law of Oklahoma, and by such statement, all lawful acts and activities shall be within the purposes of the corporation, except for express limitations, if any

• If the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation shall have authority to issue and the par value of each of such shares, or a statement that all such shares are to be without par value. If the corporation is to be authorized to issue more than one class of stock, the certificate of incorporation must set forth the total number of shares of all classes of stock which the corporation shall have authority to issue and the number of shares of each class, and shall specify each class the shares of which are to have par value and the par value of shares of each such class.

• The name and mailing address of the incorporator or incorporators; and

• If the powers of the incorporator or incorporators are to terminate upon the filing of the certificate of incorporation, the names and mailing addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until their successors are elected and qualify.

You must file the certificate of incorporation with the secretary of state. As of January 2001, the filing fee was based upon the authorized capital stock of the corporation. The filing fees were assessed at the rate of 0.1% of the authorized capital stock for such corporation; provided that the minimum fee for any such service was $50.00.

The existence of the corporation begins upon the filing of the certificate of incorporation with the Secretary of State. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the Articles of Incorporation), and carry on any other business of the corporation. This meeting maybe held inside or outside of Oklahoma. Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation The stock, property and affairs, of such corporation shall be managed by the board of directors, which shall consist of 5 members, all of whom must be stockholders, and who shall be elected at the annual meeting of the stockholders. At the first meeting of the stockholders, there shall be elected 5 directors, one of whom shall serve one year, two of whom shall serve two years, and the remaining two of whom shall serve three years.

State Tax Classification: The State assesses a corporate franchise tax at the rate of $1.25 per $1,000 or fraction thereof used, invested or employed in Oklahoma. Oklahoma also assesses a corporate income tax at the rate of 6% and sales and use taxes at the rate of 4.5%.

Contact Information: Business Records Department

2300 N. Lincoln Blvd., Room 101 Oklahoma City, OK 73105-4897 Phone: (900) 555-2424 (Aflat fee of $5.00) Facsimile: (405) 521-3771 http://www.sos.state.ok.us/

Summary of State Corporation Formation Requirements 283 Oregon

State Corporation Statute: ORS §§ 60.001 through 60.992.

• The name of the corporation, which must contain one or more of the words "corporation," "incorporated," "company" or "limited," or an abbreviation of one or more of those words. A corporate name must not contain the word "cooperative." The name must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. Except as provided below, it must be distinguishable upon the records of the secretary of state from any other corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the secretary of state. The corporate name need not satisfy the requirement mentioned above if the applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the corporate name in Oregon. Corporations are not prohibited from transacting business under an assumed business name.

• The number of shares the corporation is authorized to issue;

• The address, including street and number, and mailing address, if different, of the corporation's initial registered office and the name of its initial registered agent at that office;

• The name and address of each incorporator; and

• A mailing address to which notices may be mailed until an address has been designated by the corporation in its annual report.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $50.00.

with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Oregon. Minimum Number of Incorporators: Any individual of at least 18 years of age or any entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. There must be at least one director on the corporation's board of directors. Such director must be an individual of at least 18 years of age. The corporation must have both a president and secretary as officers. State Tax Classification: The State charges $30 for corporate annual reports, assesses a corporate excise tax at the rate of 6.6%, and a corporate income tax at the rate of 6.6%.

Contact Information: Janet Sullivan, Director

Corporations Division Public Service Building 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 Phone: (503) 986-2200 E-mail; business-info.sos.bic@state.orus http://www.sos.state.orus/corporation/ bic/bic.htm

Pennsylvania

State Corporation Statute: Penn. Consol. Statutes §§ 15.1101 through 15.1997.

Formation: Before filing its articles of incorporation, a domestic for-profit corporation may reserve a name with the department of state. The articles of incorporation must include the following:

• The name of the corporation, which must contain one of the following corporate designators: Corporation, Corp., Company Co., Incorporated, Inc., Limited, Ltd., Association, Fund, Syndicate, or other such words or abbreviations of like import in languages other than English. The words "Company" or "Co." may be immediately preceded by "and" or "&" whether or not they are immediately followed by one of the words "Incorporated," "Inc.," "Limited," or "Ltd." For example, John Doe & Co. The corporate name shall

be distinguishable upon the records of the department from: (1) the name of any other domestic corporation for profit or not-for-profit which is either in existence or for which articles of incorporation have been filed but have not yet become effective, or of any foreign corporation for profit or not-for-profit which is either authorized to do business in Pennsylvania or for which an application for a certificate of authority has been filed but has not yet become effective, or the name of any registered association. A name the exclusive right to which is at the time reserved by any other person whatsoever in the manner provided by statute.

• The address, including street and number, if any of its initial registered office in Pennsylvania;

• A statement that the corporation is incorporated under the provisions of the Business Corporation Law of 1988.

• A statement that the corporation is to be organized upon a nonstock basis, or if it is to be organized on a stock basis: (1) the aggregate number of shares that the corporation shall have authority to issue (it shall not be necessary to set forth in the articles the designations of the classes of shares of the corporation, or the maximum number of shares of each class that may be issued); (2) a statement of the voting rights, designations, preferences, limitations and special rights in respect of the shares of any class or any series of any class, to the extent that they have been determined; (3) a statement of any authority vested in the board of directors to divide the authorized and unissued shares into classes or series, or both, and to determine for any such class or series its voting rights, designations, preferences, limitations and special rights.

• The name and address, including street and number, if any of each of the incorporators.

• The term for which the corporation is to exist, if not perpetual.

• If the articles are to be effective on a specified date, the hour, if any and the month, day and year of the effective date.

• Any other provisions that the incorporators may choose to insert.

You must file the articles of incorporation with the department of state. As of January 2001, the filing fee was $100.00.

The existence of the corporation begins upon the filing of the articles of incorporation with the department of state. Upon creation, the corporation

may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Pennsylvania. Minimum Number of Incorporators: Any individual of at least 18 years of age or any entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. There must be at least one director on the corporation's board of directors. Such director must be at least 18 years of age. Every business corporation shall have a president, a secretary and a treasurer, or persons who shall act as such, regardless of the name or title by which they may be designated, elected or appointed.

State Tax Classification: The State assesses a corporate income tax at the rate of 9.99%, a capital stock tax at the rate of 7.49 mills per dollar of capital stock value, and sales and use taxes at the rate of 6%. Contact Information: Department of State

Corporation Bureau

P.O. Box 8722

Harrisburg, PA 17105-8722

Phone: (717) 787-1057

http://www.dos.state.pa.us/corp/index.htm

Rhode Island

state Corporation Statute: R.I. Code §§ 7-1.1-1 through 7-1.1-141.

• The name of the corporation, which must contain the word "corporation," "company" "incorporated," or "limited," or shall contain an abbreviation of one of the words. The name must not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. Except as provided below, the name must not be the same as, or deceptively similar to, the name of any domestic corporation, whether for profit or not for profit,

or limited partnership existing under the laws of Rhode Island or any foreign corporation, whether for profit or not for profit, or limited partnership authorized to transact business in Rhode Island, or domestic or foreign limited liability company or a name the exclusive right to which is, at the time filed, reserved or registered, or the name of a corporation or a limited partnership which has in effect a registration of its corporate or limited partnership. The foregoing does not apply if the applicant files with the secretary of state either of the following: (1) the written consent of the other corporation, limited partnership, limited liability company or holder of a filed, reserved or registered name to use that name or deceptively similar name, and one or more words are added to make the name distinguishable from the other name; or (2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of the name in Rhode Island. Furthermore, the name may be the same as, or deceptively similar to, the name of a corporation or other association the certificate of incorporation or organization of which has been revoked by the secretary of state as permitted by law and the revocation has not been withdrawn within one year from the date of the revocation. A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease, or other disposition to, or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in Rhode Island by any of the corporations if at the time the other corporation was organized under the laws of, or is authorized to transact business in, Rhode Island.

• The period of duration, which may be perpetual.

• The specific purpose or purposes for which the corporation is organized and which may include the transaction of any or all lawful business for which corporations may be incorporated.

• If the corporation is to be authorized to issue only one class of stock, the total number of shares of stock which the corporation has authority to issue; and: (1) the par value of each of the shares; or (2) a statement that all the shares are to be without par value;

• If the corporation is to be authorized to issue more than one class of stock, the total number of shares of all classes of stock which the corpora-

tion has authority to issue and: (1) the number of the shares of each class of stock that are to have a par value and the par value of each share of each class; and/or (2) the number of the shares that are to be without par value; and (3) a statement of all or any of the designations and the powers, preferences, and rights, including voting rights, and the qualifications, limitations, or restrictions of them, which are permitted by Rhode Island law in respect of any class or classes of stock of the corporation and the fixing of which by the articles of association is desired, and an express grant of the authority as it may then be desired to grant to the board of directors to fix by vote or votes any of them that may be desired but which is not fixed by the articles.

• Any provisions dealing with the preemptive right of shareholders.

• Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including, but not limited to, a provision eliminating or limiting the personal liability of a director to the corporation or to its stockholders for monetary damages for breach of the director's duty as a director; provided that the provision does not eliminate or limit the liability of a director for: (1) any breach of the director's duty of loyalty to the corporation or its stockholders; (2) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (3) liability imposed pursuant to the provisions of § 7-1.1-43 of the Rhode Island Code; or (4) any transaction from which the director derived an improper personal benefit; and also including; (5) any provision which is required or permitted to be set forth in the bylaws. No provision eliminating or limiting the personal liability of a director will be effective with respect to causes of action arising prior to the inclusion of the provision in the articles of incorporation of the corporation.

• The address of its initial registered office, and the name of its initial registered agent at the address.

• The number of directors, if any constituting the initial board of directors, or, if none, the titles of the initial officers of the corporation and the names and addresses of the persons who are to serve as directors or officers until the first annual meeting of shareholders or until their successors are elected and qualify.

• The name and address of each incorporator

• If the corporate existence is to begin at a time subsequent to the is-

suance of the certificate of incorporation by the secretary of state, the date when corporate existence begins.

You must file two notarized original copies of the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $70.00. The existence of the corporation begins upon the filing of the certificate of incorporation with the secretary of state, or upon a later date specified therein. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Rhode Island.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. There must be at least one director on the corporation's board of directors. The officers of a corporation consist of a chairperson of the board of directors, if prescribed by the bylaws, a president, one or more vice presidents, if prescribed by the bylaws, a secretary and a treasurer

State Tax Classification: The State charges $50.00 for corporate annual reports, assesses a variable rate corporate franchise tax, and assesses sales and use taxes at the rate of 7%.

Contact Information: First Stop Business Center

100 North Main Street, 2"=* Floor

Providence, RI02903-1335

Phone: (401) 222-2185

Facsimile: (401) 222-3890

E-mail: firststop@sec.state.ri.us

http://www.sec.state.ri.us/bus/frststp.htm

South Carolina

State Corporation Statute: S.C. Code §§ 33-1-101 through 33-19-630.

• The name of the corporation, which must contain the word "corporation," "incorporated," "company," or "limited," the abbreviation "corp.," "inc.," "CO.," or "ltd.," or words or abbreviations of like import in another language. The name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. Except as provided below, a corporate name must be distinguishable upon the records of the secretary of state from: (1) the corporate name of a corporation incorporated or authorized to transact business in South Carolina; (2) a reserved or registered corporate name; (3) the fictitious name adopted by a foreign corporation authorized to transact business in South Carolina because its real name is unavailable; (4) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in South Carolina; (5) the name of a limited partnership authorized to transact business in South Carolina. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon his records from one or more of the names described above. The secretary of state shall authorize use of the name applied for if: (1) the other corporation consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in South Carolina. A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in South Carolina if the other corporation is incorporated or authorized to transact business in South Carolina and the proposed user corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

• The number of shares the corporation is authorized to issue, itemized by classes;

• The street address of the corporation's initial registered office and the name of its initial registered agent at that office;

• The name and address of each incorporator;

• The signature of each incorporator; and ♦

• A certificate, signed by an attorney licensed to practice in South Carolina, that all of the requirements of South Carolina law governing corporate formation have been complied with.

You must file the original signed copy and one additional copy of the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $135.00, with an additional charge of $2.00 for the certificate of incorporation. The articles of incorporation must be accompanied by the corporation's initial annual report.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State assesses a corporate franchise tax at the rate of $15.00 plus 1 mill per $1.00 paid to capital stock and surplus, a corporate income tax at the rate of 5%, and sales and use taxes at the rate of 4%.

Contact Information: South Carolina Secretary of State

Business Filings P.O. Box 11350 Columbia, SC 29211 Customer Services: (803) 734-2158 http://www.scsos.com/

South Dakota

State Corporation Statute: S.D. Code §§ 47-2 through 47-9.

• The name of the corporation, which must contain the word "corporation," "company," "incorporated," or "limited," or shall contain an abbreviation of one of such words. The name must not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes stated in its articles of incorporation. The name must be distinguishable upon the records of the secretary of state from the name of any other corporation, whether for profit or not for profit, organized under the laws of South Dakota; the name of any foreign corporation, whether for profit or not for profit, authorized to engage in any business in South Dakota; or any corporate name reserved or registered as permitted by the laws of South Dakota; or the name of any limited partnership certified or registered in South Dakota; or the name of any limited liability company Corporate names or limited partnership names already in use, with generic, proper, geographical or descriptive terms which have acquired a secondary meaning shall be protected. The foregoing does not apply if the applicant files with the secretary of state either: (1) the written consent signed by the president or a vice president and by the secretary or an assistant secretary of the other corporation; by a holder of a reserved or registered name; or by a general partner of a limited partnership to use the same or a distinguishable name; (2) a certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in South Dakota; or (3) in the case of a foreign corporation, if the corporate name is not available for use, a resolution of its board of directors adopting an assumed name for use in transacting business in South Dakota, which assumed name is not distinguishable from the name of any domestic corporation, any foreign corporation authorized to engage in any business in South Dakota, or any corporate name reserved or registered as permitted by the laws of South Dakota, or the name of any limited partnership certified or registered in South Dakota or any other assumed name filed with the secretary of state by a foreign corporation authorized to transact business in South Dakota. The name must be transliterated into letters of the English alphabet, if it is not in English. A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, in-

eluding its name, may have the same name as that used in South Dakota by any of such corporations if the other corporation was organized under the laws of, or is authorized to transact business in South Dakota.

• The period of duration, which may be perpetual;

• The purpose or purposes for which the corporation is organized;

• The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class, or that such shares are to be without par value;

• If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class;

• If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series;

• A statement that the corporation will not commence business until consideration of the value of at least one thousand dollars has been received for the issuance of shares;

• Any provision limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation;

• Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision restricting the transfer of shares and any provision which is required or permitted to be set forth in the bylaws;

• The street address, or a statement that there is no street address, of the registered office, the name of its registered agent at such address and his written consent to the appointment;

• The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as directors until

the first annual meeting of shareholders or until their successors be elected

and qualify;

• The name and address of each incorporator.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was based on the par value of the authorized stock of the corporation. The minimum par value was $100 per share, the minimum filing fee was $90.00, and the maximum filing fee assessed was $16,000.

The existence of the corporation begins upon the issuance of the certificate of existence by the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of South Dakota.

Minimum Number of Incorporators: Any natural person of at least 18 years of age may incorporate or organize a corporation.

board of directors.

State Tax Classification: The State charges $90.00 for the original corporate report, $50.00 for annual corporate reports, and assesses sales and use taxes at the rate of 4%.

Contact Information: Secretary of State

Capitol Building 500 East Capitol Avenue Ste 204 Pierre, SD 57501-5070 Phone: (605) 773-4845 Facsimile: (605) 773-4550 E-mail: maryheidelberger@state.sd.us

http://www.state.sd.us/sos/sos.htm

Tennessee

state Corporation Statute: TN Statutes §§ 48-11-101 through 48-27-103.

Formation: Before filing its corporate charter, a domestic for-profit corporation may reserve a name with the secretary of state's office. The corporate charter must include the following:

• The name of the corporation, which must contain the word "corporation," "incorporated," "company," or the abbreviation "corp.," "inc.," "co.," or words or abbreviations of like import in another language (provided they are written in roman characters or letters); provided, that if such corporation is formed for the purpose of an insurance or banking business, the name of such corporation need not contain any of the aforementioned words or abbreviations. The name may not contain language stating or implying that the corporation: (1) transacts or has power to transact any business for which authorization in whatever form and however denominated is required under the laws of Tennessee, unless the appropriate commission or officer has granted such authorization and certifies that fact in writing; (2) is organized as, affiliated with, or sponsored by any fraternal, veterans', service, religious, charitable, or professional organization, unless that fact is certified in writing by the organization with which affiliation or sponsorship is claimed; (3) is an agency or instrumentality of, affiliated with or sponsored by the United States or the state of Tennessee or a subdivision or agency thereof, unless such fact is certified in writing by the appropriate official of the United States or the state of Tennessee or subdivision or agency thereof; or (4) is organized for a purpose other than that permitted by law and its chaner. Except as provided below, a corporate name must be distinguishable upon the records of the secretary of state from: (1) the corporate name or assumed corporate name of a corporation incorporated or authorized to transact business in Tennessee; (2) an assumed, reserved or registered corporate name; (3) the corporate name of a not-for-profit corporation incorporated or authorized to transact business in Tennessee; (4) a limited partnership name reserved or organized under the laws of Tennessee or registered as a foreign limited partnership in Tennessee; and (5) the name of a limited liability company authorized to do business as a foreign limited liability company in Tennessee. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one or more of the names described above. The secretary of state shall authorize use of the name applied for if: (1) the other corporation, limited partnership or foreign limited liability company consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment

of a court of competent jurisdiction establisliing the applicant's right to use the name applied for in Tennessee. A domestic corporation or a foreign corporation authorized to transact business or applying for a certificate of authority to transact business may elect to adopt an assumed corporate name.

• The number of shares the corporation is authorized to issue;

• The street address and zip code of the corporation's initial registered office, the county in which the office is located, and the name of its initial registered agent at that office;

• The name and address and zip code of each incorporator;

• The street address and zip code of the initial principal office of the

corporation;

• The number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the charter must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the charter. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class, except to the extent that the board of directors may be authorized in the charter to determine such rights; and

• A statement that the corporation is for profit.

You must file the corporate charier with the secretary of state. As of January 2001, the filing fee was $100.00.

The existence of the corporation begins upon the filing of the corporate charter with the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, of ficers, adopt bylaws (which may contain any provision consistent with law and the corporate charter), and carry on any other business of the corporation. This meeting may be held inside or outside of Tennessee.

Minimum Number of Incorporators: Any individual of at least 18 years of age may incorporate or organize a corporation.

State Tax Classification: The State charges $20.00 for annual corporate reports, assesses annual franchise taxes at the rate of $.25 per $100.00 of net worth, assesses an excise tax at the rate of 6%, and sales and use taxes at the rate of 6%.

Contact Information: Division of Business Services

312 Eighth Avenue North 6th Floor, William R. Snodgrass Tower Nashville, TN 37243 Corporate Certification Phone:

(615) 741-6488 Corporate Information Phone:

(615) 741-2286 E-mail: services@mail.state.tn.us http://www.state.tn.us/sos/service.htm

Texas

State Corporation Statute: Business Corporation Act §§ 1 01 through 13.08.

• The name of the corporation, which must contain the word "corporation," "company" or "incorporated," or shall contain an abbreviation of one of such words, and shall contain such additional words as may be required by law. It must not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. A corporate name may not contain the word "lottery" It may not be the same as, or deceptively similar to, the name of any domestic corporation, limited partnership, or limited liability company existing under the laws of Texas, or the name of any foreign corporation, non-profit corporation, limited partnership, or limited liability company authorized to transact business in Texas, or a name the exclusive right to which is, at the time, reserved or registered. A name may be similar if written consent is obtained from the existing corporation, limited partnership, or limited liability company having the name deemed to be similar or

the person for whom the name deemed to be similar is reserved in the office of the secretary of state. Any domestic or foreign corporation having authority to transact business in Texas may do so under an assumed name by filing an assumed name certificate.

• The period of duration, which may be perpetual;

• The purpose or purposes for which the corporation is organized which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated;

• The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that such shares are to be without par value;

• If the shares are to be divided into classes, the designation of each class and statement of the preferences, limitations, and relative rights in respect of the shares of each class;

• If the corporation is to issue the shares of any class in series, then the designation of each series and a statement of the variations in the preferences, limitations and relative rights as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the preferences, limitations and relative rights of each series;

• A statement that the corporation will not commence business until it has received for the issuance of shares consideration of the value of a stated sum which shall be at least $1,000;

• Any provision limiting or denying to shareholders the preemptive right to acquire additional or treasury shares of the corporation;

• If a corporation elects to become a close corporation, any provision (1) required or permitted to be stated in the articles of incorporation of a close corporation, but not in the articles of incorporation of an ordinary corporation, (2) contained or permitted to be contained in a shareholders' agreement which the incorporators elect to set forth in articles of incorporation, or (3) that makes a shareholders' agreement part of the articles of incorporation of a close corporation, but any such provision shall be preceded by a statement that the provision shall be subject to the corporation remaining a close corporation;

• Any provision, not inconsistent with law providing for the regulation of the internal affairs of the corporation;

• The street address of its initial registered office and the name of its initial registered agent at such address;

• The number of directors constituting the initial board of directors and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify, or, in the case of a close corporation that, is to be managed in some other manner pursuant to a shareholders' agreement by the shareholders or by the persons empowered by the agreement to manage its business and affairs, the names and addresses of the person or persons who, pursuant to the shareholders' agreement, will perform the functions of the initial board of directors;

• The name and address of each incorporator, unless the corporation is being incorporated pursuant to a plan of conversion or a plan of merger, in which case the articles need not include such information; and

• If the corporation is being incorporated pursuant to a plan of conversion or a plan of merger, a statement to that effect, and in the case of a plan of conversion, the name, address, date of formation, and prior form of organization and jurisdiction of incorporation or organization of the converting entity

You must file an original and a copy of the anicles of incorporation with the secretary of state. As of January 2001, the filing fee was $300.00.

The existence of the corporation begins upon the filing of the articles of incorporation with the secretary of state. Upon creation, and subsequent to its receipt of at least $1,000 as consideration for shares of stock, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Texas.

Minimum Number of Incorporators: Any individual of at least 18 years of age may incorporate or organize a corporation.

State Tax Classification: The State assesses a corporate franchise tax at the rate of .25% per year of net taxable capital and 4.5% of net taxable earned surplus, and sales and use taxes at the rate of 6.25%. Contact Information: Corporations Section

Secretary of State P.O. Box 13697 Austin, Texas 78711 Phone: (512) 463-5583 E-mail: corphelp@sos.state.tx.us http://www.sos.state.tx.us/corp/index.shtml

Utah

State Corporation Statute: Utah Code §§ 16-I0a-102 through 16-I0a-1705.

Formation: Before filing its articles of incorporation, a domestic for-profit corporation may reserve a name with the department of commerce. The articles of incorporation must include the following:

• The name of the corporation, which must contain the word "corporation," "incorporated," or "company" the abbreviation "corp.," "inc.," or "CO.," or words or abbreviations of like import to the words or abbreviations listed above in another language. The name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and the corporation's articles of incorporation. Without the written consent of the United States Olympic Committee, the name may not contain the words "Olympic," "Olympiad," or "Citius Altius Fortius." Without the written consent of the State Board of Regents, may not contain the words "university," "college," or "institute." Except as provided below, the name of a corporation must be distinguishable upon the records of the corporations division from the following: (1) the name of any domestic corporation incorporated in or foreign corporation authorized to transact business in Utah; (2) the name of any domestic or foreign nonprofit corporation incorporated or authorized to transact business in Utah; (3) the name of any domestic or foreign limited liability company formed or authorized to transact business in Utah; (4) the name of any limited partnership formed or authorized to transact business in Utah; (5) any name re-

served or registered with the corporations division for a corporation, limited liability company, or general or limited partnership, under the laws of Utah; and (6) any business name, fictitious name, assumed name, trademark, or service mark registered by the division. A corporation may apply to the division for authorization to file its articles of incorporation under, or to register or reserve, a name that is not distinguishable upon its records from one or more of the names described above. The division shall approve the application if: (1) the other person whose name is not distinguishable from the name under which the applicant desires to file, or which the applicant desires to register or reserve: (A) consents to the filing, registration, or reservation in writing; and (B) submits an undertaking in a form satisfactory to the division to change its name to a name that is distinguishable from the name of the applicant; or (2) the applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to make the requested filing in Utah under the name applied for A corporation may make a filing under the name, including the fictitious name, of another domestic or foreign corporation that is used or registered in Utah if: (1) the other corporation is incorporated or authorized to transact business in this state; and (2) the filing corporation: (a) has merged with the other corporation; or (b) has been formed by reorganization of the other corporation.

• The purpose or purposes for which the corporation is organized;

• The number of shares the corporation is authorized to issue;

• With respect to each class of shares the corporation is authorized to issue, the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and prior to the issuance of shares of a class the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Sections 16-I0a-601 and 602 of the Utah Code.

• The street address of the corporation's initial registered office and the name and signature of its initial registered agent at that office; and

• The name and address of each incorporator

You must file the articles of incorporation with the department of commerce. As of January 2001, the filing fee was $50.00.

The existence of the corporation begins upon the filing of the articles of incorporation with the department of commerce. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Utah.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. Prior to the issuance of shares of stock, there must be at least one director on the corporation's board of directors. Once the corporation has issued shares of stock, there must be two directors if there are two shareholders, or at least three directors if there are at least three shareholders. Directors must be natural persons.

State Tax Classification: The State charges $10.00 for corporate annual reports, assesses a corporate franchise tax at the rate of 5% of Utah taxable income, a corporate income tax of 5%, and sales and use taxes at the rate

of 4.75%.

Contact Information: Utah Department of Commerce

Division of Corporations and

Commercial Code 160 E. 300th Street Salt Lake City, UT 84111 Phone: (801) 530-4849 http://www.commerce.state.ut.us/ corporat/corpcoc.htm

Vermont

State Corporation Statute: Vt. Statutes §§ llA-1.01 through llA-20.16.

• The name of the corporation, which must contain the word "corpora-

tion," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "CO.," or "ltd.," or words or abbreviations of like import in another language. The name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. A corporate name must not have the word "cooperative" or any abbreviation thereof as part of its name unless the corporation is a worker cooperative corporation or the articles of incorporation contain all of the provisions required of a corporation organized as a cooperative association. The name must not include any word not otherwise authorized by law. Except as provided below, a corporate name, based upon the records of the secretary of state, must be distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for any name granted, registered, or reserved under this chapter, or the name of any other entity, whether domestic or foreign, that is reserved, registered, or granted by or with the secretary of state. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from, or is the same as, deceptively similar to, or likely to be confused with or mistaken for one or more of the names described above, as determined from review of the records of the secretary of state. The secretary of state shall authorize use of the name applied for if: (1) the other corporation or business consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable from, and not the same as, deceptively similar to, or likely to be confused with or mistaken for the name of the applying corporation; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in Vermont. A corporation may use the name (including the fictitious name) of another domestic or foreign corporation that is used in Vermont if the other corporation is incorporated or authorized to transact business in Vermont and the proposed user corporation: (1) has merged with the other corporation; (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

• The classes of shares, if any and the number of shares in each class that the corporation is authorized to issue;

• The number of shares the corporation is authorized to issue;

• The street address of the corporation's initial registered office and the name of its initial registered agent at that office;

• The name and address of each incorporator;

• One or more classes of shares must have unlimited voting rights; and

• One or more classes of shares (which may be the same class or classes as those with voting rights) must be entitled to receive the net assets of the corporation upon dissolution.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $75.00, with an additional charge of $5.00 for the certificate of incorporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. A board of directors of a corporation, which is not a close corporation, must consist of three or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. If the number of shareholders in any corporation is less than three, the number of directors may be as few as the number of shareholders. A corporation must have a president and a secretary

State Tax Classification: The State charges $15.00 for annual corporation reports, assesses a variable rate corporate income tax, and assesses sales and use taxes at the rate of 5%.

Contact Information: Vermont Secretary of State

Corporations Division 81 River Street, Drawer 09 Montpelier,Vt 05609-1104 Phone: (802) 828-2386 Facsimile: (802) 828-2853 http:/Avww.sec.state.vt.us/corps/ corpindex.htm

Summary of State Corporation Formation Requirements 305 Virginia

State Corporation Statute: Va. Code §§ 13.1-601 through 13.1-781.

Formation: Before filing its certificate of incorporation, a domestic for-profit corporation may reserve a name with the state corporation commission. The certificate of incorporation must include the following:

• The name of the corporation, which must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "CO.," or "ltd." Such words and their corresponding abbreviations may be used interchangeably for all purposes. A corporate name shall not contain: (1) any language stating or implying that it will transact one of the special kinds of businesses listed in Section 13.1-620 of the Virginia Code, unless it proposes in fact to engage in such special kind of business; or (2) any word or phrase that is prohibited by law for such corporation. Except as provided below, a corporate name shall be distinguishable upon the records of the commission from: (1) the corporate name of a domestic corporation or a foreign corporation authorized to transact business in Virginia; (2) a reserved or registered corporate name; (3) the designated name adopted by a foreign corporation, whether issuing or not issuing shares, because its real name is unavailable; and (4) the corporate name of a nonstock corporation incorporated or authorized to transact business in Virginia. A domestic corporation may apply to the commission for authorization to use a name that is not distinguishable upon its records from one or more of the names described above. The commission shall authorize use of the name applied for if: (1) the other entity consents to the use in writing and submits an undertaking in form satisfactory to the commission to change its name to a name that is distinguishable upon the records of the commission from the name of the applying corporation.

• The number of shares the corporation is authorized to issue;

• If more than one class of shares is authorized, the number of authorized shares of each class and a distinguishing designation for each class;

• The address of the corporation's initial registered office (including both (1) the post-office address with street and number, if any and (2) the name of the city or county in which it is located), and the name of its initial registered agent at that office;

• A statement which declares that the agent is either (1) a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (2) a professional corporation, professional limited liability company, or registered limited liability pannership registered with the Virginia State Bar.

You must file the articles of incorporation with the state corporation commission. As of January 2001, the filing fee was $25.00. In addition, domestic and foreign corporations must pay a charter fee, assessed at the rate of $50 for each 25,000 shares or fraction thereof For any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares, the fee was $2,500.

The existence of the corporation begins upon the issuance of a certificate of incorporation by the state corporation commission. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of Virginia.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State charges $50.00 on the first 5,000 authorized share, and $15.00 for each additional 5,000 shares, as an annual registration fee. Virginia also assesses a corporate income tax at the rate of 6% and sales and use taxes at the rate of 3.5%.

Contact Information: Office of the Clerk

Virginia State Corporation Division P.O. Box 1197 Richmond, Virginia 23218 Phone: (804) 371-9733 http://www.state.va.us/scc/division/clk/ index.htm

Washington

state Corporation Statute: RCW §§ 23B.01 through 23B.900.

• The name of the corporation, which must contain the word "corporation," "incorporated," "company" or "limited," or the abbreviation "corp.," "inc.," "CO.," or "ltd." The name must not contain language stating or implying that the corporation is organized for a purpose other than those permitted by law and its articles of incorporation. It must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of Washington. Except provided below, the name must be distinguishable upon the records of the secretary of state from: (1) the corporate name of a corporation incorporated or authorized to transact business in Washington; (2) a reserved or registered corporate name; (3) the fictitious name adopted by a foreign corporation authorized to transact business in Washington because its real name is unavailable; (4) the corporate name or reserved name of a not-for-profit corporation incorporated or authorized to conduct affairs in Washington; (5) the name or reserved name of a mutual corporation or miscellaneous corporation incorporated or authorized to do business in Washington; (6) the name or reserved name of a foreign or domestic limited partnership formed or registered under the laws of Washington; (7) the name or reserved name of a limited liability company organized or registered under the laws of Washington; and (8) the name or reserved name of a limited liability partnership registered under Washington law A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records from one or more of the names described above. The secretary of state shall authorize use of the name applied for if: (1) the other corporation, company holder, limited liability partnership, or limited partnership consents to the use in writing and files with the secretary of state documents necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the secretary of state

from the name of the applying corporation; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in Washington. A corporation may use the name, including the fictitious name, of another domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership, that is used in Washington if the other entity is formed or authorized to transact business in Washington, and the proposed user corporation: (1) has merged with the other corporation, limited liability company, or limited partnership; or (2) has been formed by reorganization of the other corporation.

• The number of shares the corporation is authorized to issue;

• The street address of the corporation's initial registered office and the name of its initial registered agent at that office;

• The name and address of each incorporator; and

• The articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed, unless the articles of incorporation dispense with a board of directors.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $175.00, with an additional charge of $175.00 for the corporation's initial report. Within 120 days of the formation of the corporation, you must file the corporation's initial report.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws for the corporation. Unless the board is disposed of in the articles of incorporation pursuant to Washington law, there must be at least one director on the corporation's board of directors.

State Tax Classification: The State charges $50.00 as an annual license fee, and assesses a retail sales tax at the rate of 6.5%. Contact Information: Corporations Division

801 Capitol Ways. P.O. Box 40234 01ympia,WA 98504-0234 Phone: (360) 753-7115 E-mail: corps@secstate.wa.gov http://www.secstate.wa.gov/corps/ default.htm

West Virginia

State Corporation Statute: WV Code §§ 31-M through 31-1-160.

Formation: Before filing its certificate of incorporation, a domestic for-profit corporation may reserve a name with the secretary of state's office. The articles of incorporation must include the following:

• The name of the corporation, which must contain the word "corporation," "company" "incorporated," or "limited," or shall contain an abbreviation of one of such words. The name must not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation. The name must be transliterated into letters of the English alphabet, if it is not in English. No corporation may be chartered in West Virginia under any name which includes the word "engineer," "engineers," "engineering" or any combination of the same unless the purpose of the corporation is to practice professional engineering, and one or more of the incorporators is a registered professional engineer. The name must not be the same as, and shall be distinguishable from: (1) the name of any domestic corporation, domestic limited partnership, domestic limited liability partnership, or domestic limited liability company existing under the laws of West Virginia; (2) the name of any foreign corporation, foreign limited partnership, foreign limited liability partnership, foreign limited liability company or any other foreign business entity authorized to conduct affairs or transact business in West Virginia; (3) a name the exclusive right to which is, at the time, reserved in the manner provided by law; or (4) the name of a corporation, limited partner-

ship, limited liability partnership, or limited liability company which has in effect a registration of its business name as provided by law. The foregoing requirements do not apply if the applicant files with the secretary of state either: (1) a written consent to the use and a written undertaking by the present user, registrant or owner of a reserved name submitted in a form satisfactory to the secretary of state to change the name to a name that is distinguishable from the name applied for; or (2) a certified copy of a final order of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in West Virginia. Any terms or abbreviations required to be included in the business name to identify the type of business entity shall not alone be sufficient to make one name distinguishable from another A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in West Virginia by any of such corporations if such other corporation was organized under the laws of, or is authorized to conduct affairs or do or transact business in West Virginia.

• The period of duration, which may be perpetual;

• The purpose or purposes for which the corporation is organized, which may be stated to be, or to include, the transaction of any or all lawful business for which corporations may be incorporated under law;

• The address of its principal office, and the name and address of the person to whom shall be sent notice or process served upon, or service of which is accepted by the secretary of state, if such person has been appointed by the corporation;

• The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as such directors;

• The name and address of each incorporator;

of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value.

• If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations and relative rights in respect of the shares of each class.

• If the corporation is to issue the shares of any preferred or special class in series, the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series;

• Any provision limiting or denying to shareholders the preemptive right to acquire additional unissued or treasury shares of the corporation;

• Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision restricting the transfer of shares and any provision which under this article is required or permitted to be set forth in the bylaws.

You must file the articles of incorporation with the secretary of state. As of January 2001, the registration fee was $50.00. In addition, domestic for-profit corporations were charged an attorney of fact fee and a license tax fee, which were determined by the value of the authorized capital stock of the corporation.

The existence of the corporation begins upon the issuance of a certificate of incorporation by the secretary of state. Upon creation, the corporation may have a meeting of its incorporators or initial board members to elect directors, officers, adopt bylaws (which may contain any provision consistent with law and the articles of incorporation), and carry on any other business of the corporation. This meeting may be held inside or outside of West Virginia.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

Management Requirements: Directors or original incorporators, depending upon the terms of the articles of incorporation, may approve bylaws

for the corporation. There must be at least one director on the corporation's board of directors, and the corporation must have a president, secretary, and treasurer

State Tax Classification: The State charges a graduated corporate license tax, a business franchise tax, a corporate net income tax at the rate of 9%, and sales and use taxes at the rate of 6%.

Contact Information: Corporations Division

Secretary of State Bldg. 1, Suite 157-K 1900 Kanawha Blvd. East Charleston, WV 25305-0770 Phone: (304) 558-8000 Facsimile: (304) 558-0900 E-mail: wvsos@secretarystate.wvus (include the division name in the subject line) http://www.state.wv.us/sos/corp/default.htm

Wisconsin

State Corporation Statute: Wi. Statutes §§ 180.0101 through 180.1008.

Formation: Before filing its articles of corporation, a domestic for-profit corporation may reserve a name with the secretary of state's office. The articles of incorporation must include the following:

• The name of the corporation, which must contain the word "corporation," "incorporated," "company" or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd.," or words or abbreviations of like import in another language. The name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. Except as provided below, the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names: (1) the corporate name of a domestic corporation or a foreign corporation authorized to transact business in Wisconsin; (2) a reserved or registered corporate name; (3) the corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name; (4) the fictitious name adopted by a foreign corporation or a foreign nonstock

corporation authorized to transact business in Wisconsin; (5) the corporate name of a nonstock corporation incorporated in Wisconsin; (6) the name of a limited partnership formed under the laws of, or registered in, Wisconsin; (7) the name of a cooperative association incorporated or authorized to transact business in Wisconsin; and (8) the name of a limited liability company organized under the laws of, or registered in, Wisconsin; the name of a limited liability partnership formed under the laws of, or registered in, Wisconsin. The corporate name of a corporation is not distinguishable from a name referred to above if the only difference between it and the other name is the inclusion or absence of the words "limited partnership," "limited liability partnership," "cooperative," or "limited liability company" or an abbreviation of these words. A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described above. The department shall authorize use of the name applied for if any of the following occurs: (1) the other corporation or the foreign corporation, limited liability company nonstock corporation, limited partnership, limited liability partnership or cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant; or (2) the applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in Wisconsin. A corporation may use the name, including the fictitious name, that is used in Wisconsin by another domestic corporation or a foreign corporation authorized to transact business in Wisconsin if the corporation proposing to use the name has done any of the following: (1) merged with the other domestic corporation or foreign corporation; (2) been formed by reorganization of the other domestic corporation or foreign corporation; (3) acquired all or substantially all of the assets, including the corporate name, of the other domestic corporation or foreign corporation.

• The number of authorized shares, except that an investment company may declare an indefinite number of authorized shares.

• If more than one class of shares is authorized, all of the following: (1) the distinguishing designation of each class; (2) the number of shares of each class that the corporation is authorized to issue, except that an invest-

ment company may declare that each class has an indefinite number of authorized shares.

Before the issuance of shares of a class, a description of the preferences, limitations and relative rights of that class;

• If one or more series of shares are created within a class of shares, all of the following before the issuance of shares of a series: (1) the distinguishing designation of each series within a class; (2) the number of shares of each series that the corporation is authorized to issue, except that an investment company may declare that each series has an indefinite number of authorized shares; (3) the preferences, limitations and relative rights of that series.

• Any provision authorizing the board of directors to act;

• Any provision granting or limiting preemptive rights.

• The street address of the corporation's initial registered office and the name of its initial registered agent at that office.

• The name and address of each incorporator.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was based on the number of authorized shares. The fee was $.01 for each authorized share, except the minimum fee was $90 and the maximum fee was $10,000.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State charges $25.00 for annual corporate reports, assesses a corporate franchise and income tax at the rate of 7.9%, and sales and use taxes at the rate of 5%.

Contact Information: Corporations Section, 3rd Floor

P.O. Box 7846 Madison, WI 53707-7846 Phone: (608) 261-7577 Facsimile: (608) 267-6813 E-mail: info@dfi.state.wi.us www.wdfi.org/corporations/

Wyoming

State Corporation Statute: Wy. Statutes §§ 17-16-101 through 17-16-1803.

• The name of the corporation. A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted by law and its articles of incorporation. Except as provided below, a corporate name may not be the same as, or deceptively similar to any trademark or service mark registered in Wyoming and shall be distinguishable upon the records of the secretary of state from the name of any profit or nonprofit corporation, trade name, limited liability company statutory trust company limited partnership or other business entity organized, continued or domesticated under the laws of Wyoming or licensed or registered as a foreign profit or nonprofit corporation, foreign limited partnership, foreign joint stock company foreign statutory trust company foreign limited liability company or other foreign business entity in Wyoming or any fictitious or reserved name. A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable from one or more of the names described above. The secretary of state shall authorize use of the name applied for if: (1) the other person whose name is not distinguishable from the name which the applicant desires to register or reserve, irrevocably consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable from the name of the applicant; or (2) the applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the

name applied for in Wyoming. A corporation may use the name, including the fictitious name, of another domestic or foreign corporation that is used in Wyoming if the other corporation is incorporated or authorized to transact business in Wyoming and the proposed user corporation; (1) has merged with the other corporation; or (2) has been formed by reorganization of the other corporation; or (3) has acquired all or substantially all of the assets, including the corporate name, of the other corporation.

• The number of shares the corporation is authorized to issue, which may be unlimited if so stated;

• The street address of the corporation's initial registered office and the name of its initial registered agent at that office; and

• The name and address of each incorporator.

You must file the articles of incorporation with the secretary of state. As of January 2001, the filing fee was $100.00.

Minimum Number of Incorporators: Any individual or entity may incorporate or organize a corporation.

State Tax Classification: The State assesses a corporate franchise tax at the rate of $50.00 or 2/10 of one mill on the dollar, whichever is greater, based upon the sum of the corporation's capital, property, and assets reported. Wyoming also assesses sales and use taxes at the rate of 4%.

Contact Information: Secretary of State

Corporations Division 200 West 24th Street The Capitol Building Cheyenne 82002-0020

Phone:(307)777-7311 Facsimile: (307) 777-5339 E-mail: corporations@state.wy.us http://soswy.state.wy.us/corporat/ corporat.htm

About the Author

Garrett Sutton, Esq., author of Own Your Own Corporation in the Rich Dad's Advisor series, is an attorney with over twenty years of experience in assisting individuals and businesses to determine their appropriate corporate structure, limit their liability, protect their assets, and advance their financial and personal goals.

Garrett and his law firm represent hundreds of corporations, limited liability companies, limited partnerships, and individuals in their business-related law matters, including incorporation, contracts, mergers and acquisitions, private and public company securities offerings, and ongoing business-related legal advice.

Garrett attended Colorado College and the University of California at Berkeley, where he received a B.S. in business administration in 1975. He graduated with a J.D. in 1978 from Hastings College of the Law, the University of California's law school in San Francisco. While at Hastings, he served as an editor of Comm/Ent, the Journal of Communications and Entertainment Law, and co-authored an article on the taxation of professional sports franchises.

Garrett is a member of the State Bar of Nevada, the State Bar of California, and the American Bar Association. He has written numerous professional articles and serves on the Publication Committee of the State Bar of Nevada.

Garrett enjoys speaking with entrepreneurs on the advantages of forming business entities. He is a frequent lecturer for the Nevada Microenterprise Institute and the Small Business Administration.

Garrett serves on the boards of the American Baseball Foundation, located in Birmingham, Alabama, and the Reno, Nevada-based Tech Alliance.

For more information on Garrett Sutton and his firm, please visit his website at www.sutlaw.com.

HOW CAN I INCORPORATE?

For additional information about incorporating your company in all 50 states, suggestions concerning other types of entities, and helpful tips and entrepreneur resources regarding related fields of business law, visit www.successdna.com .

SAVINGS OFFER FOR YOU

If you ask us to help you incorporate,

mention this book and receive a 5% discount

on the basic incorporation fee.

I NEED MORE INFORMATION-WHERE CAN I GO?

For further information about the author and his law firm, visit v^^w^w.sutlaw.com , where you can review biographical notes, explanations of the various practice areas and services offered by the firm, and how to contact the firm for information about initial consultation arrangements and engagement of the firm for an array of legal services.

CASHFLOW^ Technologies, Inc.

CASHFLOW®Technologies, Inc., and richdad.com, the collaborative efforts of Robert and Kim Kiyosaki and Sharon Lechter, produce innovative financial education products.

The Company's mission Statement is:

"To elevate the financial weU-being of humanity."

CASHFLOW® Technologies, Inc., presents Robert's teaching through books: Rich Dad Poor Dad", Rich Dad's CASHFLOW^ Quadrant™, Rich Dad's Guide to Investing", and Rich Kid Smart Kid"; board games CASHFLOW® 101, CASHFLOW® 202, and CASHFLOW for Kids®; and tape sets. Additional products are available and under development for people searching for financial education to guide them on their path to financial freedom. For updated information see richdad.com or contact info@richdad.com .

ADVISORS'" Rich Dad's Advisors is a collection of books and educational products, reflecting the expertise of the professional advisors that C^^/fFZOVP® Technologies, Inc., and its principals, Robert and Kim Kiyosaki and Sharon Lechter, use to build their financial freedom. Each advisor is a specialist in their respective areas of the B-I Triangle, the business foundation taught by CASHFLOW® Technologies, Inc.

Robert Kiyosaki's Edumercial An Educational Commercial

The Three Incomes

In the world of accounting, there are three different types of income: earned, passive, and portfolio. When my real dad said to me, "Go to school, get good grades and find a safe secure job," he was recommending I work for earned income. When my rich dad said, "The rich don't work for money, they have their money work for them," he was talking about passive income and portfolio income. Passive income, in most cases, is derived from real estate investments. Portfolio income is income derived from paper assets, such as stocks, bonds, and mutual funds.

Rich dad used to say, "The key to becoming wealthy is the ability to convert earned income into passive income and/or portfolio income as quickly as possible." He would say, "The taxes are highest on earned income. The least taxed income is passive income. That is another reason why you want your money working hard for you. The government taxes the income you work hard for more than the income your money works hard for."

The Key to Financial Freedom

The key to financial freedom and great wealth is a person's ability or skill to convert earned income into passive income and/or portfolio income. That is the skill that my rich dad spent a lot of time teaching Mike and me. Having that skill is the reason my wife, Kim, and I are financially free, never needing to work again. We continue to work because we choose to. Today we own a real estate investment company for passive income and participate in private placements and initial public offerings of stock for portfolio income.

Investing to become rich requires a different set of personal skills, skills essential for financial success as well as

low-risk and high-investment returns. In other words, the knowledge to create assets that buy other assets. The problem is that gaining the basic education and experience required is often time consuming, frightening, and expensive, especially when you make mistakes with your own money. That is why I created my patented education board games trademarked as CASHFLOW.

Three Different Games

CASHFLOW, Investing lOr.

CASHFLOW® 101 teaches you the basics of fundamental investing, but it also does much more. CASHFLOW^ 101 teaches you how to take control of your personal finances, build a business through proper cash flow management, and learn how to invest with greater confidence in real estate and other businesses.

This educational product is for you if you want to improve your business and investing skills by learning how to take your ideas and turn them into assets such as your own business. Many small businesses fail because the owner lacks capital, real-life experience, and basic accounting skills. Many investors think investing is risky simply because they cannot read financial statements. CASHFLOW® 101 teaches the fundamental skills of financial literacy and investing. This educational product includes the board game, a video, and audiotapes. It takes approximately two complete times playing the game to understand it. Then we recommend that you play the game at least six times to begin to master the fundamentals of cash flow management and investing. Price $195 U.S.

CASHFLOW, Investing 202^:

CASHFLOW^ 202 teaches you the advanced skills of technical investing. After you are comfortable with the fundamentals of CASHFLOW® 101, the next educational challenge is learning how^ to manage the ups and downs of the markets, often called volatiUty. CASHFLOW® 202 uses the same board game as 101, but it comes with a completely different set of cards and score sheets and more advanced audiotapes. CASHFLOW^ 202 teaches you to use the investment techniques of qualified investors—techniques such as short selling, call options, put options, and straddles—techniques that can be very expensive to learn in the real market. Most investors are afraid of a market crash. A qualified investor uses the tools taught in CASHFLOW^ 202 to make money when the markets go up and when the markets come down.

After you have mastered 101, CASHFLOW® 202 becomes very exciting because you learn to react to the highs and lows of the markets, and you make a lot of paper money. Again, it is a lot less expensive to learn these advanced trading techniques on a board game using paper money than trading in the market with real money. While these games cannot guarantee your investment success, they will improve your financial vocabulary and knowledge of these advanced investing techniques. Price $95 U.S.

CASHFLOW, Investing for Kids®:

Could your child be the next Bill Gates, Anita Roddick of the Body Shop, Warren Buffett, or Donald Trump? If so, then CASHFLOW for Kids® could be the family's educational and fun game that gives your child the same educational head start my rich dad gave me. Few people know that Warren Buffett's father was a stockbroker and Donald Trump's father was a real estate developer. A parent's influence at an early age can have long-term financial results. CASHFLOW for Kids® includes the board game, book, and audiotape. Price $59.95 U.S.

Let Robert Kiyosaki teach you how to profit in both good times and bad.

—Robert Kiyosaki Live!

"My rich dad taught me the secrets to

investing so that no matter what the market

and economic cycles did, I would profit."

"I would like to teach you these fundamentals of investing at my upcoming seminar tour."

-Robert Kiyosaki, bestselling author. Rich Dad Poor Dad'

Now you can experience Robert Kiyosaki live during his seminar tours across North America.

At these events Robert wUl share the secrets that his rich dad taught him about the fundamentals of investing.

Robert Kiyosaki's message is clear: "Take responsibUity

for your finances or take orders all your life. You're

either a master of money or a slave to it."

Find out when Robert wiU be in your area, by visiting:

WW" i-nhprt-ki Yosaki-live.com

Please visit our Web site,

WWW. rich dad. com

to review:

• Additional Information About Our Financial Education Products

• Frequently Asked Questions (FAQs) About Our Products

• Seminars, Events, and Appearances with Robert Kiyosaki

Thank You

To Order Books Visit: www.twbookmark.com

North America/South America/Europe/Africa:

CASHFLOW™ Technologies, Inc.

4330 N. Civic Center Plaza, Suite 101

Scottsdale, Arizona 85251

USA

(800) 308-3585 or (480) 998-6971

Fax: (480) 348-1349

e-mail: info@richdad.com

Australia/New Zealand:

CASHFLOW"' Education Australia

Reply Paid AAA401 (no stamp required)

PO Box 122

Rosebery NSW 1445, Australia

Tel: 1 300 660 020 or (6l) 2 9662 8511

Fax: 1 300 301 998 or (6l) 2 9662 8611

e-mail: info@cashfloweducation.com.au