Forming a Corporation

They hold an annual meeting during which they elect a board of directors. The board hires and oversees the senior management that is responsible for the corporation’s day-to-day activities. The life of a corporation begins upon the filing of articles of incorporation with the secretary of state’s office. Prior to filing the articles of incorporation, the following issues should be considered. Watch our video to learn about the difference between a corporation and a limited liability company. Another major advantage of a corporation is the ability to maintain business continuity, regardless of who the owners are. Since a corporation is its own entity and ownership is transferred in the form of shares, it is easier to transfer ownership .

Forming a Corporation

A higher business credit score will also help your business obtain loans and higher credit limits later on. To learn more, read our review of the Best Corporate Meeting Minutes Templates. Meeting minutes are not legally required in some states, but they are necessary. Well-recorded minutes are indispensable during disputes and court actions.

Obtain Business Licenses And Permits

Forming a corporation provides you and your founding team with the ownership control you need. For example, to keep the company “in the family” as part of an estate plan, or to give shares to people without having to pay gift taxes . Both require formal Articles of Incorporation and that each corporation observes the proper formation requirements as set forth by the Secretary of State.

Forming a Corporation

Next, you must appoint directors to serve on your initial board. Most states require you to have at least one to three initial directors, but you can appoint more if you wish. Forming a Corporation Creating the perfect moniker for your business is the first step to your success. You’ll need to create a name that is both unique and compliant with legal requirements.

Corporation Faqs

They can be treated as a sole proprietorship, a partnership, or a corporation. The most common tax option of an LLC is taxation similar to a sole proprietorship. A member has to pay taxes themselves on the profits of the LLC as opposed to the LLC paying the taxes. The profits and losses of an LLC are passed through the business to the owner. The owner then has to report the profits or losses on their own personal tax returns.

It usually requires occupying an office or otherwise having an active business presence. Each state has its own set of requirements and deadlines to consider, and meeting those deadlines is a requirement in order to prevent your business from falling out of good standing. A properly formed C Corporation protects its owners from this liability.

Initial reports aren’t required in very many states, but they’re a highly important part of the formation process in states that do require them. As for annual reports, most states require them from corporations, and the costs can vary widely, from as little as $10 in Colorado all the way up to a minimum of $300 in Maryland. No one enjoys paying taxes, and unfortunately, the tax burden for a corporation is higher than most entity types. Technically, the personal tax liability is lower in a corporation, as you personally will pay taxes only on the income you receive as an employee, or from dividends you receive from the corporation.

Specific words are off-limits if you don’t offer the service directly. For instance, you cannot include a professional designation, such as “Engineering” or “Attorney,” unless you have licensed members delivering those services.

Forming A Corporation

Your registered agent will handle government correspondence and service of process on your behalf. Forming a legal entity for your business is an important decision. Many entrepreneurs and business partners choose to form a corporation because of the liability protection, tax advantages, and flexible options for shareholders. Also, be aware of the tax consequences upon dissolution of a corporation. With all forms of business entity except a C corporation, dissolution and distribution of the business’s assets to the owners is, at worst, a single taxable event.

Forming your own corporation will always be the cheapest option, although it doesn’t involve any professional assistance. On the other end of the spectrum, hiring an attorney can be prohibitively expensive for many startups, although the expert advice you’ll get can make it worthwhile.

  • A few states require an additional step of filing a public notice, often in local newspapers.
  • The cost of operating your business will also vary based on whether it’s classified as a C corporation or S corporation.
  • This is not a good scenario for a small business that is reinvesting its profits to promote growth.
  • Bylaws are the rules that determine how your organization will be governed and run.

Additionally, you can open a business bank account with a DBA and obtain a federal tax ID number . When naming your business, you will want to choose a name that reflects your brand’s unique identity. You want to think about a few things when coming up with your business name, some of which are legally required, depending on your business location and structure. A flow-through entity is a legal business entity that passes income on to the owners and/or investors of the business. Whereas all income in an LLC flows through to the members, an S corporation is allowed to pass income and losses to its shareholders. A company is a legal entity formed by a group of people to engage in business.

How Becoming An Llc Could Save Taxes Under The Tax Cuts And Jobs Act Of 2017

Deciding which is better—a corporation or an LLC—depends on your business’s specific situation. Professional corporations are generally for corporations that require certain licensed individuals (e.g., doctors, attorneys, etc.). Unlike a C Corp, an S Corp can pass-through income to its shareholders for tax purposes. Corporate income is taxed twice and one of those times occurs prior to expenses being deducted. This is not a good scenario for a small business that is reinvesting its profits to promote growth. Pass-through taxationmeans the net income of the business passes through to the LLC member individual tax returns.

  • In most cases, your new business name will be registered when you file your articles of incorporation.
  • Generally, all those people who will be initial shareholders may prepare and sign the articles, or they can appoint one person to do so.
  • The primary benefit of this service is that it provides a layer of privacy between you and the public.
  • Another area of growth you should consider is the number of people you want to bring into your business.
  • However, it’s important to understand that since stockholders can play a role in leading the business by voting, you’re essentially giving up a portion of your decision-making to someone else.
  • For other entity types such as LLCs and sole proprietorships, changing owners requires a lot of paperwork and filing fees.
  • Although the vast majority of corporations have multiple owners or shareholders, you are welcome to form a one-person corporation if you’d like to.

A corporation is legally a separate and distinct entity from its owners. Corporations possess many of the same legal rights and responsibilities as individuals. Advantages of becoming a corporation include business continuity, access to capital and limited liability. With that said, it’s not a good idea to be your own registered agent—especially when you’re forming a corporation. Unlike the other corporation types, nonprofits don’t have shareholders or pay dividends. Instead, profits are reinvested into the organization and used towards a mission for the greater good.

What Are The Steps To Forming A Corporation?

Wyoming offers no state income taxes and good asset protection. California can be appealing to California-based investors (particularly fast-growth tech companies) despite high income and corporate taxes, and franchise fees for all businesses regardless of size. Bylaws set out the rules governing how your corporation will be run. Generally, corporate bylaws will cover things like the stocks which the corporation is authorized to issue, the number of directors required and procedures related to meetings and record-keeping. Florida Incorporation Service can help you file your articles of incorporation with the state.

Learn how to start a company and which is the richest company in the world. Some tax statutes also provide for the personal liabilities of the board of directors. In the U.S., corporations are created under the laws of the individual states and are regulated by state laws. Public corporations are regulated by federal law, primarily via the Securities and Exchange Commission. 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. 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.

Appoint Your Directors And Registered Agent

A private company is a company held under private ownership with shares that are not traded publicly on exchanges. Investopedia requires writers to use primary sources to support their work. These include white papers, government data, original reporting, and interviews with industry experts. We also reference original research from other reputable publishers where appropriate. You can learn more about the standards we follow in producing accurate, unbiased content in oureditorial policy. An involuntary liquidation is usually triggered by the creditors of a corporation that has failed to pay its bills. If the situation cannot be resolved, it is followed by a filing for bankruptcy.

Advantages And Disadvantages Of Forming A Corporation

You will need to include the total number of shares when you register your corporation with the Secretary of State. The information on this page should not be considered a substitute for the advice and services of an attorney and tax specialist in deciding on the business structure. Once incorporators agree on the state in which to incorporate, they apply for a corporate charter. A corporate charter is a contract between the state and the incorporators, and their successors, granting the corporation its legal existence. The application for the corporation’s charter is called the articles of incorporation.

Primary Advantages Of Forming A Corporation

Instead, voting shareholders can elect the corporation’s directors. In turn, the board of directors governs the corporation by appointing officers, and those officers manage the day-to-day activities of the business. This entity type provides entrepreneurs with a formal business structure that can easily grow with your company as you expand your operations. Below we’ll outline everything you should understand about forming a corporation and how to incorporate in your state. Double taxation is notably one of the biggest disadvantages of a corporation. In the case of double taxation, a corporation is taxed at the corporate level, and if it’s distributed to shareholders, they have to pay taxes on it. The Certificate of Incorporation, or Articles of Incorporation, is a legal document that must be filed with your state’s business filing agency.

This all depends on which company you choose to form your corporation, and which of its formation packages you opt for. A corporation’s bylaws may be the most important document your business will have. Bylaws are legally required, and they outline many organizational policies of your corporation. The Internal Revenue Service does not view an LLC as a separate vehicle for tax purposes, which allows for greater flexibility.

Officers And Directors

But when you consider the value of the Gold and Silver packages, there’s no reason to get your EIN elsewhere. Just check the box when you’re filling out the incorporation form online, and Incfile will get it for you. Regardless of the entity structure you choose, Incfile can set up your corporation in all 50 states. The first thing you need to do is choose a business name for your corporate entity. But before you do that, you must verify that another business hasn’t registered the name in your state. For example, C corps are great for anyone who wants to take their company public with an IPO. S corps can’t be publicly traded, but this structure offers tax advantages for stakeholders who want to avoid double taxation.

You should be able to obtain articles of incorporation forms from your state’s Secretary of State office. Florida’s official business information portal,, provides a wealth of useful information in its guide to starting a business in Florida. The Licenses, Permits and Registrations chapter explains permit and licensing requirements your business may be required to meet. You may also foreign qualify to do business in multiple states.