How We’re Planning to Form a C-Corp for Our Travel Blog (and Use a ROBS)
How We’re Planning to Form a C-Corp for Our Travel Blog (and Use a ROBS)
We’re Jason and Kellie, and we’re planning to form a Michigan C corporation — Team Jelly Adventure Corp — to support our travel-blog business, open clean banking at MSUFCU, and fund operations using a compliant ROBS (Rollover for Business Startups) approach.
Quick Summary
Entity Michigan C-Corporation
Shares Authorize 100 common shares
Bank MSU Federal Credit Union (MSUFCU)
ROBS Plan Roll over $70,000 into the corp’s qualified 401(k), plan trust purchases employer stock
Startup Spend Reserve ~$15,000 for initial expenses
Why We’re Choosing a C-Corporation
- Liability & separation: We’ll keep business risk ring-fenced from personal finances.
- ROBS-ready capital: A C-corp structure allows a qualified 401(k) plan to invest in newly issued employer stock.
- Clean payroll/tax handling: W-2 pay for owner-employees, proper fringe benefits, and standard filings.
Table of Contents
Our 8-Step Formation Plan (Michigan)
1) Choose the Name
We’ll register Team Jellie Adventure Corp (a nod to Jason + Kellie). We’ll check name availability in the state system before filing.
2) Designate a Registered Agent
Jason will serve as resident (registered) agent in Michigan so official notices have a reliable home base.
3) File Articles of Incorporation (Form CSCL/CD-500)
We’ll file the Articles of Incorporation with Michigan’s Department of Licensing and Regulatory Affairs (LARA), listing our name, purpose, registered office/agent, and authorizing 100 common shares to keep things simple.
4) Adopt Bylaws & Hold the Organizational Meeting
We’ll approve bylaws, appoint initial directors/officers, set the fiscal year, authorize opening a bank account, and record minutes in a corporate records book.
5) Get an EIN (Free at IRS.gov)
We’ll apply online for our Employer Identification Number directly at the IRS (free). We’ll save the assignment notice PDF for the bank.
6) Open the Business Bank Account (MSUFCU)
With Articles approval, the EIN letter, and our resolutions/minutes authorizing signers, we’ll open our corporate checking at MSU Federal Credit Union.
7) Register Any State/Local Accounts
As needed, we’ll add Michigan withholding, unemployment insurance, sales/use tax, or assumed names.
8) Calendar the Annual Report
We’ll plan to file Michigan’s corporate Annual Report each year (generally due by May 15) and keep our entity in good standing.
Our ROBS Plan (High-Level)
Goal: Move $70,000 from eligible retirement savings into the business on a tax-deferred basis by letting the new company’s qualified plan invest in newly issued employer stock.
How We’ll Structure It
- Form the C-corp first.
- Adopt a qualified 401(k) plan that allows investment in employer securities and is available to eligible employees.
- Create the plan trust; the plan trust buys newly issued corporate stock.
- Execute a direct rollover from the eligible retirement plan (e.g., 403(b) after a distributable event) into the new 401(k).
- Deposit stock-purchase proceeds into the corporate bank account for operating capital.
Compliance Guardrails
- Nondiscrimination: The plan must be bona fide and not benefit only us.
- Reasonable pay: If we’re on payroll, we’ll take fair W-2 wages for services.
- Valuation & minutes: We’ll document stock valuation and all board actions.
- No personal use: Plan-funded corporate dollars stay business-only.
- ERISA/TPA: We’ll engage a qualified TPA/ERISA attorney.
Our Numbers & Budget
- Seed via ROBS: $70,000 planned rollover.
- Initial spend: ~$15,000 earmarked for setup and operating expenses.
- Working capital: We’ll hold the remainder for production, travel, and growth.
Tax Angle (Year 1–2)
Plan: Use ordinary and necessary business expenses to reduce early taxable income. If a net operating loss occurs, we’ll carry it forward under current federal rules. We’ll document reasonable compensation for any owner-employee W-2 pay before profits are shown.
Ongoing Responsibilities
Corporate Rhythm
- Annual Report (by May 15, Michigan)
- Board minutes for major actions
- Stock ledger updates
- Officer elections as needed
Plan & Payroll
- 401(k) eligibility, SPD, and testing
- Timely payroll tax deposits & returns
- Maintain appraisals/valuations for employer stock
- File Form 5500 when required
Official Links We’ll Use
One-Page Checklist
- Name check & reserve: Team Jellie Adventure Corp.
- File Articles (Form 500) with LARA; list Jason as resident agent; authorize 100 shares.
- Adopt bylaws; hold organizational meeting; record minutes.
- Apply for EIN at IRS.gov (free); save the assignment notice.
- Open MSUFCU business checking; bring Articles + EIN + resolutions.
- Adopt a qualified 401(k) plan that allows employer stock; engage TPA/ERISA counsel.
- Execute direct rollover (e.g., 403(b) after a distributable event) into the new plan.
- Plan trust buys newly issued corporate stock; deposit proceeds to the corporation.
- Start payroll (reasonable W-2), bookkeeping, and documentation (valuations/minutes).
- File Michigan Annual Report each year and keep good standing.
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