While this is an optional step, it could be a good way to avoid double taxation without giving up the liability protections of a corporation. If you don’t take any action, you’ll automatically be classified as a standard C corporation. The shareholders of a corporation typically receive one vote per share and may hold an annual meeting during which they elect a board of directors. The board hires and oversees the senior management responsible for the corporation’s day-to-day activities. If you need assistance with drafting this legal document, it’s a good idea to consult with a corporate lawyer. You can also find a template online, but make sure to check with your specific state regarding what needs to be included.
Your company’s size, structure, goals, and more will determine if it is better to form a corporation or form an LLC. The best type of corporation for your business depends on many factors. Meeting minutes are not legally required in some states but they are necessary.
Bylaws can help define the responsibilities of each shareholder, director, and officer involved with the company. They also state who will manage certain aspects of the business and the overall purpose of the company. You’ll also need to get signatures from the directors of the company. Typically, they are not solely profit-driven but focus on social and environmental good.
Domestic LLCs may be managed by one or more managers or one or more members. In addition to filing the applicable documents with the Secretary of State, an operating agreement among the members as to the affairs of the LLC and the conduct of its business is required. The LLC does not file the operating agreement with the Secretary of State but maintains it at the office where the LLC’s records are kept. A California corporation generally is a legal entity which exists separately from its owners. While normally limiting the owners from personal liability, taxes are levied on the corporation as well as on the shareholders.
Penalties for not maintaining a Registered Agent may include fines or revocation of business’s corporate legal status. The Secretary The Secretary is typically responsible for maintaining the corporate records. In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers. Incorporating your business separates you from your business as a separate legal entity, preventing you from being fully responsible for any debts accrued by your business.
There are lots of excellent business formation services on the market. But in terms of starting a corporation, LegalZoom is our top recommendation. You can read our full reviews of each online incorporation service here. Many entrepreneurs form a corporation because of the liability protections and advantages for shareholders. Your business must obtain a State Tax ID number if it is required to pay state taxes or hire employees. Remember, businesses with employees must obtain a State Tax ID for each state in which they hire employees or pay taxes.
Observing all the corporate formalities provides evidence that the corporation is a separate legal entity rather than an extension of the shareholders. The reason it is necessary to enforce the notion that the corporation is a separate legal entity is to protect the limited liability of the shareholders. Starting a corporation involves many steps that can quickly become complicated or overwhelming. If you need legal advice or help to draft documents or submit forms, you should reach out to a small business lawyer. They can help you with one particular step (like issuing shares) or with the whole process, from choosing a corporate name to obtaining your licenses and permits.
It’s a variation of the C Corp, offering shareholders pass-through taxation. C Corps must pay taxes on their profits, and shareholders must pay income taxes on the money they receive from the corporation. However, they own some stake in the success of a firm much like the shareholders. On the other hand, their passions might or might not have anything to do with money.
All of the profits made must be reinvested into the organization and used towards its charitable mission. In addition to the name being brandable, it must be legally available. You’ll need to check with your state’s office to see if another corporation in your state has already registered that name. For this tutorial, I’m going to walk you through each step using LegalZoom. But the steps will look fairly similar no matter which online incorporation service you use.
This aspect of the corporation makes them an attractive choice for businesses that want to raise capital or gain the attention of potential investors. Besides obtaining funds from the sale of securities, a corporation may be financed by other sources. A bank may lend money to the corporation in exchange for the corporation’s short-term promissory notes, called commercial paper. Retained earnings provide a source of funds once the corporation is operating profitably. In addition, the corporation may use normal short-term financing, such as accounts receivable financing and inventory financing. This article will not delve into the more complex options and requirements for a corporation’s stock.
The articles of incorporation outline the structure and purpose of the corporation and need to be filed with the state’s business filing office along with a fee. The main advantage of a corporation is the liability protection it provides its owners or shareholders. Liability is limited because the corporation is a legal entity separate from its shareholder owners.
Essentially, a shareholder agreement protects the corporation and involved individuals. Each corporation also needs to set up a comprehensive corporate records book, which should include important papers. These important papers can include the minutes for director and shareholder meetings, stock certificates, business transactions, and more. By choosing a registered agent service, you can have someone else handle the annual paperwork for a relatively small fee.
Often, the owners simply appoint themselves to be the directors, but directors don’t have to be owners. For single-owner corporations, the sole owner simply prepares, signs, and files the articles of incorporation themselves. For co-owned corporations, the owners can either all sign the articles or appoint one person to sign them.
No matter how many directors your corporation has, it’s important to hold an initial meeting with your entire board of directors. Without an initial meeting, the board might lack direction or clarification that enables them to make clear decisions about the corporation. A corporation is a legal entity that is separate from its owners, which can protect you from any business liabilities and help get your business off the ground. We offer fast, reliable formation, and we’ll set up a C corp for you. If the pros and cons don’t help you decide how to incorporate, do more research on sites such as ZenBusiness.
Whoever signs the articles is called the “incorporator” or “promoter.” However, if you will sell your products or services under a different name, you must file a “fictitious” or “assumed” name statement with the state or county Forming a corporation where your business is located. It can take a long time to incorporate your business, and maintaining your corporate status can be a challenge. But countless other businesses have done it time and again, and so can yours.