Incorporation

Incorporation

Instructions:

Affiliate dietetic associations should be separately incorporated within the state they conduct business. A corporation audit identified involuntary corporation dissolution on the part of the affiliate for failure to file annual reports, pay annual taxes, and other compliance irregularities. In the event that a corporation is dissolved, the directors, officers, and members would lose all protections afforded by the corporation including the affiliate's insurance coverage, since many insurance policies require that in insured maintain itself in good standing.

Some of these problems may result if the affiliate changes its registered agent or is unaware of who their registered agent is. State law requires a registered agent, person to whom any official papers can be sent. If the party acting as the registered agent is no longer involved in the association or is unaware of the receiving information, the corporation may be involuntarily dissolved.

Affiliates are strongly encouraged to use the services of LexisNexis™ Document Solutions as their registered agent for corporation. The ADA uses LexisNexis™ Document Solutions as their registered agent.

For more information about LexisNexis™ Document Solutions, please see their Web site at http://www.lexisnexis.com/ or call 800/634-9738. The cost for using LexisNexis™ Document Solutions as the registered agent is $100 per year and simply requires completing a client data sheet.

Q: WHAT IS THE BENEFIT OF USING LEXISNEXIS™ DOCUMENT SOLUTIONS AS THE REGISTERED AGENT?

A: As your registered agent, LexisNexis™ Document Solutions is responsible for forwarding all mail received from any government agency, for example the IRS, Secretary of State, and from any court or attorney. If an annual report or franchise tax is due in any of your qualifying states, LexisNexis™ Document Solutions will send you a reminder approximately one month before the deadline.

Q: HOW DO WE MAKE LEXISNEXIS™ DOCUMENT SOLUTIONS OUR REGISTERED AGENT?

A: You are encouraged to call LexisNexis™ Document Solutions at 800/634-9738 and obtain a client Information Data Sheet. You will be given a client number, which will be used to identify your affiliate.

Q: WHAT HAPPENS IF A CORPORATION IS DISSOLVED?

A: If a corporation is dissolved, the directors, officers, and members would lose all protection offered by the corporation.


Additional Information:

Q: WHAT IS REQUIRED OF INCORPORATED ASSOCIATIONS?

A: Legal entities are responsible for filing their own reports with state and federal authorities, including filing tax returns with the IRS and maintaining proper association insurance coverage. See materials in the tax issues and insurance sections of the enclosed materials.

Q: HOW DOES AN AFFILIATE OBTAIN CORPORATE STATUS?

A: The Board of Directors must file articles of incorporation with the secretary of state in which the affiliate is located.

Q: WHO CAN ASSIST US IN ESTABLISHING A CORPORATION?

A: Because incorporation is a legal process regulated by individual states, retain an attorney licensed in your affiliate's state to help with the process. Chapters wanting to incorporate may be able to negotiate legal assistance for free or for a modest fee. Many states, for instance, require attorneys to provide a minimum number of hours of pro bono (free) service to not-for-profit organizations as a requirement for licensure. LexisNexis™ Document Solutions can assist you in following the steps to incorporate.

Q: HOW DO WE FIND OUT IF WE ARE INCORPORATED?

A: LexisNexis™ Document Solutions can perform a corporate search. The cost for this is $20. Call directly at 1/800-217-3220 and place a corporate search. If you use Lexis as your registered agent, simply provide your client number. Or, contact your Secretary of State office.

Q: HOW CAN WE OBTAIN A CERTIFICATE OF GOOD STANDING OR ARTICLES OF INCORPORATION?

A: Lexis can also help obtain status certificates, such as a Certificate of Good Standing and articles of incorporation or contact your Sectrary of State office.

Q: WHAT IS THE BENEFIT OF INCORPORATING?

A:

  • Affiliates are not held responsible for liabilities or debts of ADA or other affiliates.
  • Affiliates are not responsible for reporting income and expenses to ADA
  • Affiliates can enter into contacts and file legal actions in their own name.
  • Members are not personally liable for debts and other legal obligations of the affiliate.
  • Provides a liability shelter against individual financial responsibility for corporate officers and directors.