Form A Corporation

Forming a Corporation

First, you must pay your taxes every year, and since corporate taxes can be complicated, it might be a good idea to enlist the help of an accountant. In addition to taxes, most states also require you to file an annual report for your business, which gives the state a snapshot of your corporation’s activities for the year. Finally, it’s vital that every corporation keeps detailed records of all its business activities, including meeting minutes, your business ledger, financial reports, and more. Taxes are a vital part of operating a compliant business, and you’ll need to register for taxes on both the state and federal levels. For example, most corporations will need to pay federal and state corporate income taxes — Wyoming and South Dakota are the only states without that type of tax.

Would you rather pay someone else to incorporate your company while you focus on actually growing your business? Fortunately, there are plenty of reputable incorporation services out there that can provide professional assistance for a mere fraction of a lawyer’s fees. A corporation, however, has personal asset protection thanks to the corporate veil, so the corporation itself would pay for the settlement, not the individual members of the corporation.

S Corp Vs Llc

You can register a corporation online, by mail, or in person. Each registration method has different processing times and expedite options. A standard rule of thumb is to incorporate in the state where the corporation will do most of its business.

Forming a Corporation

So if you incorporate a business without any special requests or tax designations, you’ll automatically be classified as a C corporation. Overhead and operating costs aside, you can legally incorporate a business for less than $500. This fee varies from state to state and usually falls anywhere from $50 to $300. You also must document financial dealings between the corporation and its shareholder, directors and officers. For example, a loan made to or from the corporation should be evidenced by a corporate resolution. Sound tax advice is needed to minimize the impact of double taxation of your revenue–at the corporate level and when it is passed only to you as dividends or salaries.

Faq: Corporate Formation

Your first board meeting is a critical step, but I recommend that you focus on the minimum required steps to fully comply, and save deeper discussions for other venues. If you’re working with a lawyer, they should have firm advice. If your business has a storefront that is open during normal hours, it is totally fine for you or your business itself to be your own registered agent. Most states also require individual board members to hold positions of president, secretary, and treasurer. It is certainly typical to include initial investors and mentors on the board of a new company, so pick your friends wisely, and consider their long-term commitment to your company’s success. Your business name must not be currently used by another corporation, particularly in your industry. It has its own tax life, laws, lifecycle, and care instructions.

Well recorded minutes are valuable during disputes and court actions. To learn more, read our review on the Best Corporate Meeting Minutes Templates. To learn more about the exact type of business insurance your corporation will need, visit our When to Get Insurance for Your New Business guide. We recommend checking out our review of the best business bank accounts to find the optimum financial solutions for your corporation. Bylaws are the rules that determine how your organization will be governed and run.

Related Services

The Treasurer The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the President on a day-to-day basis.

Your decision here is whether to file yourself or hire a service. Either choice is good, and the online services are reliable and inexpensive. If you’re working with a lawyer, they might offer to file for you. If that seems appealing, the good news is that a registered agent can be hired inexpensively ($300 or less) and cover all your needs. This is particularly appealing for businesses with no physical address or irregular hours. If you are working with a lawyer, you should get their feedback on the name you choose.

  • Whoever signs the articles is called the “incorporator” or “promoter.”
  • However, there are a few states with distinct advantages that we should briefly discuss.
  • Most importantly, this means that the owners cannot be held responsible for the debts of the corporation.
  • Drafting an operating agreement is not necessary for an LLC to be valid but it is a prudent course of action.
  • C corps can issue multiple classes of stock, which means they can eventually be traded on a public stock exchange.
  • Generally speaking, you have three different corporate entity types to choose from—C corporation, S corporation, or nonprofit corporation.

The cost to incorporate an entity can be considerable, and there are annual filing fees that must be paid in most states. Also, the administrative costs of accounting and tax preparation may be expensive due to the complexity of complying with corporate laws. If you want to amend a section or article of your corporation’s bylaws, you must call a special meeting with the board of directors. During this meeting, a copy of your proposed changes should be distributed to the board members.

Shareholder information will also be listed in the documents. The articles of incorporation, also known as the corporate charter or certificate of incorporation, are the official legal documents used to register a corporation with a state in the US. Incfile has registered agent services available in all 50 states. This is appealing for corporations that plan to grow and establish a presence in multiple locations. You can use Incfile as your registered agent service in each state where you operate.

Legalzoom Review

To form a corporation in the U.S., it is necessary to file articles of incorporation with the state in which it will be registered. Usually, incorporation is immediately followed by the issuance of stock to the corporation’s shareholders. After this point, in an annual meeting, the shareholders will elect a board of directors. Unlike other business entity types, a corporation protects each owner’s personal assets.

However, corporations must register as “foreign” corporations in any states in which they do business, outside of the state in which they were organized. And specific steps must be followed, including the selection of a registered agent. Both organization and foreign registration entail the payment of initial and annual fees which can add up to substantial amounts of money over time. Corporations in most states must hold an annual shareholders’ meeting. The first annual shareholders’ meeting should occur soon after formation.

Just type in your desired business name, choose the entity type, and select your state. The software will search the business registry in the state you choose to verify the name’s availability. There are different issues to consider when forming a nonprofit corporation. A buy/sell agreement specifies how the value of a shareholder’s interest will be determined if a shareholder wants to leave the corporation.

Forming a Corporation

There’s typically a site where you can search your name choices to see whether what you have is too similar to current businesses. You will need to eliminate any such names from your list of possibilities.

Are You Okay With The Drawbacks Of Forming A Corporation?

The details of business licenses and permits vary from state to state. Don’t be surprised if there are short classes required as well.

  • They handle strategies and corporate planning, which can benefit your corporation in the long run.
  • Otherwise, annual fees fall somewhere between $45 to $315, depending on your state.
  • The President The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors.
  • Most states also require an annual filing fee, along with an annual report.
  • Issued shares include the stock that the company publicly sells, which generates capital, and the stocks given to insiders as part of their compensation packages.
  • Check your state’s list of restricted words such as “national” or “reserve” and contact your state’s office to ensure your name complies with all other rules.

Specifically, their owners cannot be held liable for the debts of either entity. The precise legal definition of a corporation differs from jurisdiction to jurisdiction, but the corporation’s most important characteristic is alwayslimited liability. This means that shareholders may take part in the profits through dividends and stock appreciation but are not personally liable for the company’s debts. To keep your business legally viable, there are a number of steps you may need to follow after you incorporate your business. For example, you may need to file an Article of Amendment if you need to make changes to your company. You also may need to issue stock or file an Annual Report, which is a requirement in most states.

An EIN is required for any business that hires employees or operates as a corporation. The number of directors must be specifically stated in the Corporate Bylaws or Articles of Incorporation. Contact a qualified business organizations attorney to help you choose the best formation for your business. In an ideal world, no one should attempt to form a corporation in any state without first consulting with trained legal and accounting professionals! You must comply with federal, state, and local government regulations when operating your corporation.

This means you will need to choose a name that’s not already being officially used by another corporation in your state. Check with your state’s office of business and corporations to determine if a corporate name is available for use. Do your research to be sure a corporation is the right structure for your business entity. Local, state, and federal government websites often end in .gov.

With a few exceptions, you can deduct any business expense that is “ordinary and necessary” for your business irrespective of entity type. A third advantage to forming a corporation is access to capital. A corporation is often more expensive to maintain than other business entity types, but it is typically easier to raise large amounts of capital from multiple investors if you incorporate. Most shareholders don’t want their personal information to be a public record, and nobody wants the responsibility to be available at a physical address during all business hours.

This also works the other way around; an owner’s less than ideal credit rating will have no bearing on the credit of the business. These legally binding documents must be signed Forming a Corporation and issued to all of the stockholders. As you can see, the standard California filing time is six weeks. But with Incfile, you can get this down to just five business days.

The ZenBusiness template can help you create an all-encompassing list, without the added stress of wondering if you forgot something important. Some states require you to designate the type of corporation (e.g., C corp, S corp). The document asks for basic business information and is used to establish your corporation legally. Although you can take a do-it-yourself approach when appointing a registered agent, there are many reasons in which you might choose an outside registered agent. For many corporations, it can be difficult to add another set of paperwork.

Leave a Comment

Scroll to Top