How to incorporate in Maryland

On November 24, 2009, in C-Corporations, General Entity Advice, Operating Agreement, S-Corporations, by Entity Wiz

One of the good things about incorporations in Maryland is that both C corp and S corps are recognized by the state. This is good news for business owners who are looking to incorporate in Maryland, but still receive the tax benefits of an S corp. If you are thinking about forming a corporation in Maryland you want to keep in mind that while incorporations are not required to have an operating agreement on file with the State, it is still something that your corporation should have so that no disputes can arise later about how to run the corporation.

The first thing that you will need to do when forming a corporation in Maryland is to choose a name for your corporation. Like other states when naming your corporation you must include a word or phrase in the corporations name that identifies it as a corporation, but the name must also be different from any other registered business in the State of Maryland.

The next thing that you must do is choose a resident agent for your corporation. The resident agent must be either a person who is a resident of the State of Maryland or a registered corporation of Maryland. Every corporation in Maryland must have a resident agent so that they can receive official state correspondence, but also in case the corporation is ever served with a lawsuit. The resident agent must be included in the articles of incorporation.

After deciding on who your resident agent is, going to be you will need to begin filling out your articles of incorporation. In the articles of incorporation, you will need to include the name and address of each person who is responsible for incorporating the business, but you will also need to include a statement by each incorporator stating that they are at least 18 years old and are forming a corporation in Maryland. You will also need to include the corporation’s purpose or a statement stating that the corporation can engage in any lawful business activity. The name of all of the directors must also be included in the articles of incorporation, along with the number of directors that your corporation has.

Stock information must also be included in the articles of incorporation. You will need to include the total number of shares that your corporation is authorized to issue. You must also break down the stock by class and par value. Other stock information that you must include with the articles of incorporation are the aggregate par value of all the shares and any preferences, conversions, or other share rights. You can also include other information about the stock that you are issuing, such as transferability of stock, but that is not required by law.

Once you have filled out the articles of incorporation you will need to file them with the State of Maryland, and pay your filing fee. The next things you will need to work on are the Bylaws. You will need to create the bylaws for your corporation because that is what will govern your business and any business affairs. You will not have to file your bylaws with the state government, but you will have to have a meeting to adopt the bylaws.

After completing all of this the only thing, which you have left to do is the annual report, which must be filed with the Maryland State Department of Assessments and Taxation each year when you file the corporate business personal property return. You will also have to pay a filing fee to file this document each year.

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How to Incorporate in New York

On November 24, 2009, in C-Corporations, Limited Liabilities Companies (LLC), Operating Agreement, S-Corporations, by Entity Wiz

If you are thinking of incorporating our business in the state of New York, the first thing you should do is talk to an attorney to see whether the corporation form of business is right for you. You should also talk to an attorney about whether you should form a C corp or an S corp. The best thing about forming a corporation is that you will not be personally responsible for any business debts or liabilities because the corporation is a separate entity from you and the other owners.

The first thing that you will need to do when forming you corporation in New York is to choose a name for your corporation. There are several rules that you must follow when naming your corporation. One rule that you have to follow is that your business name must include one of these words or abbreviations: Incorporated, Corporation, Limited, Inc., Corp. or Ltd. The second rule that you must follow is that your business name cannot be the same as or similar to any other businesses on file with the State of New York. The third rule that you have to follow is making sure you stay away from any restricted words or phrases. To find out if your business name is available you can perform a name search for $5 per name. If you want to reserve the name, you can pay a $20 fee to reserve the name until you file your articles of incorporation.

The next thing that you will need to do is to fill out your Certificate of Incorporation, also known as your articles of incorporation. Once you have filled out all of the paperwork you will need to file your articles of Incorporation with the State of New York’s filing office. When you go to file your Certificate of Incorporation, you will be required to pay a filing fee. How much the filing fee is going to be will depend on the number of shares of stock you are issuing. The reason for this is that the filing fee is $125 plus any applicable taxes on your shares of stock. You can obtain more information on the filing fee by calling or emailing the Division of Corporations for the State of New York. You can call them at (518) 473-2492 or you can email them at corporations@dos.state.ny.us.

Once you have filed your corporation’s articles of incorporation you will have to hold your annual shareholders meeting. At the first meeting, you will want to adopt your company’s bylaws. If you fail to do this, your corporation will not be formed and you will have to start he incorporation process all over again.

After you have gotten your corporation formed, you will need to obtain a federal employer identification number for your corporation. This number is needed so that you can pay your corporation’s taxes at the end of the year, but it is also used to identify your corporation. You will also need to open up a bank account for your corporation, this should be opened in your corporations name not your own name. Some banks will require you to have a corporate seal to open up a bank account because the corporate seal is also another way of identifying and legalizing your corporation. Check with the bank about their requirements before you go in to open an account.

After all of this is done, the last thing that you will need to do is obtain a local business license from the city or county that you will e doing business in. Once you obtain this, you are ready to open your corporation’s doors.

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How to incorporate in Nevada

On November 24, 2009, in Operating Agreement, S-Corporations, by Entity Wiz

One of the best states to incorporate in whether you are forming a C corp or an S corp is the state of Nevada. Perhaps the best reasons to incorporate your C corp in the state of Nevada is because there is no corporate income, but you also do not have to pay any taxes on your corporate shares. Incorporating in Nevada is also popular because there is no franchise tax and the annual fees that you must pay for a corporation are minimal.

The first thing that you have to do to incorporate in Nevada is to choose a name for your business. When choosing a name for your corporation you cannot use a name that is the same as or similar to any other business. To prevent this from happening you will want to perform a corporate name search, which can be done for free on the internet. Another stipulation that the state of Nevada has when naming your corporation is that a person’s name or initials cannot be used to name the corporation, unless it is followed by the word “incorporated” or “corporation.”

The next thing that you will need to do is to fill out your articles of incorporation. The articles of incorporation must include information about the director of the corporation, including how many directors there are and how old they are. The state of Nevada does not have a residence requirement for the director of a corporation, so you can be the director and live out of state. Your certificate of incorporation does not have to contain any information about the officers of your corporation because Nevada does not require you to include that information.

If you are going to be issuing stocks the one thing, you want to know is that if you increase the number of shares from what you have originally stated in your articles of incorporation it may cause an increase in your filing fees. If you are going to be issuing shares of stocks you want to buy corporate seals, so you can authentic your stock certificates.

The next thing that you will need to do is to get the required paperwork together that needs to be kept on file at the corporate headquarters. Under the laws of Nevada, you will need to have a copy of the articles of incorporation and any amendments to it on file, but they have to be certified by the secretary of state. You will also need a copy of the bylaws and any amendments on file, which has been certified by an officer of the corporation. The last thing that you need to keep on file is a copy of the stock ledger or a statement of where it is being kept.

Once you have, done all of this you will need to obtain a business license for your corporation, which is going to require a fee. After obtaining your business license, you are ready to do business in the state of Nevada, but you will still have to comply with the annual requirements. Each year you are going to need to file an Annual List of Officers, Directors, and Agents. This must be filed by the last day of the month of that you incorporated your business in. You will need to pay an $85 filing fee each year for these annual statements.

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How to incorporate in Delaware

On November 24, 2009, in C-Corporations, Operating Agreement, S-Corporations, by Entity Wiz

Incorporating a company in Delaware is a popular thing to do. Many businesses choose to incorporate in Delaware because of how business friendly Delaware is, and the cost of incorporating in Delaware is not as high as other states.

The first thing that you need to do to incorporate your company in Delaware is to choose the business entity type. In most cases, you would want to choose a corporation, but other business entity types also have to register with the Delaware Division of Corporations. If you are not sure about what type of business entity you should form you need to contact a lawyer or certified public accountant that knows Delaware laws, they will be able to provide you with information on what would work best for your business.

Once you have selected the business entity type you are going to need to obtain a registered agent. Every business that does business in Delaware or incorporates their business in Delaware is required to have a registered agent in the State of Delaware. The registered agent can be an individual or a business that is authorized to do business in Delaware. When selecting a registered agent make sure that they have a physical street address in Delaware. If your business is not going to be physically, located in Delaware you can obtain a list of Delaware Registered agents from the Delaware Division of Corporations. If your business will be physically located in Delaware then the business can act as its own registered agent.

The third thing that you will need to do to incorporate your business in Delaware is to choose a business name. Delaware also offers you the chance to reserve your business name for up to 120 days by paying a $75 fee. Reserving the name allows you to complete the name search to ensure that nobody else is using that name without the danger of somebody else taking your business name.

The fourth thing that you will need to do is to fill out your certificate of incorporation, also known as the articles of incorporation, forms. When filling out the certificate of incorporation forms you can obtain the forms and instructions for filling out the forms from the Delaware Division of Corporation’s website. Once you have filled out the certificate of incorporation you will need to submit them to the Delaware Division of Corporations office. You can do this by faxing in the forms or mailing them. When submitting the articles of incorporation makes sure, you provide a cover sheet that includes your name or your businesses name, a return address, and a phone number that you can be reached at.

You will also need to open a business account with a financial institution of your choice. Some banks will require you to have a corporate seal stamp to open the business account, while others will require you to have a certified copy of your new entity filing. If this is required, you can order one at the same time that you file your articles of incorporation. How much you will have to pay for the certificates will depend on if you need the short or long form. The short form costs $50 per certificate, while the long form costs $175 per certificate.

The last thing that you will have to do to incorporate a company in Delaware is to file an Annual Report and pay a franchise tax. This must be done by March 1st every year, and the filing fee is $50 plus taxes due

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How to Incorporate in Georgia

On November 24, 2009, in C-Corporations, Operating Agreement, S-Corporations, by Entity Wiz

A great thing about choosing to incorporate in Georgia is that the state recognizes both C corps and S corps. The other great thing about forming a corporation in Georgia is that the process is relatively simple, which means you, can easily do it yourself. Incorporating a C corp on your own will help you save money because you will only have to pay the filing fees that are associated with incorporating in Georgia, rather than lawyer fees or incorporation service fees.

The first thing that you will need to do to begin the incorporation process in Georgia is to choose a corporation name. Like other states, the name of the corporation cannot be the same as or similar to any other registered businesses in the state of Georgia. To ensure that the name you have chosen has not already been taking you will want to perform a name search. Once you have decided upon a corporation name you can reserve that name by paying a $25 reservation fee and making the request on the Corporations Division website http://www.georgiacorporations.org.

The next step for incorporating your business in Georgia is to prepare your articles of incorporation. To prepare the articles of incorporation you will want to include specific information, which will vary depending on if your corporation is for profit or is a nonprofit. The information that needs to be included can be found in O.C.G.A. 14-2-202 or 14-3-202. When preparing your articles of incorporation keep in mind that when you submit them they must be on 8 ½ x 11 inch paper and an incorporator who is named in the articles of incorporation must sign them, and indicate in what capacity they are signing in.

Once you have prepared your articles of incorporation you will need to file the original and one copy. You will also need to file a completed Transmittal Form 227 with the article of incorporation. To file these papers you will need to mail in the papers and a check for the $100.00 filing fee to the Corporations Division at 312 West Tower, #2 martin Luther King, Jr. Drive; Atlanta, Georgia 30334. Your articles of incorporation will be effective on the day that they are received by the Corporations Division and a certificate of incorporation will be mailed to you within five to seven business days.

Georgia corporations must also file an initial annual registration form within 90 days of incorporation. This registration form is going to list the three principal officers and has a $30 filing fee attached to it. To file this form you will need to visit the Corporations Division website because the form must be filed online.

The next thing that you will need to do is publish a notice of intent to incorporate in the newspaper of the county that your corporation is located. You can find a list of legal organs at http://sos.georgia.gov/corporations/legal_organs.pdf or you can call the Clerk of Superior Court to find out who the legal organ in your county is. Your corporation will need to pay a $40.00 publication fee. The intent to incorporate and publishing fee can be sent to the newspaper before you file your articles of incorporation, but it cannot be sent any later than the next business day, after filing your articles of incorporation.

By law, you do not need to have an operating agreement or a corporate seal for your corporation, but both are something that you should consider having on hand. The operating agreement is going to serve the same purpose as the bylaws, but is still nice to have on hand. The corporate seal can be used to issue stock certificates and open bank accounts.

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Forming a Family Limited Partnership

On October 30, 2009, in Limited Liabilities Companies (LLC), Partnerships, by Entity Wiz

A family limited partnership is similar to a limited liability partnership; they are both made up of general and limited partners. The one difference that makes a family limited partnership different from a limited liability partnership is the fact that all of the partners are family members, instead of friends or investors.

When it comes to forming a family limited partnership, the steps you need to take to form the partnership are going to be the same steps you would take to form a limited liability partnership, with a few exceptions. The first thing that you will need to do when forming a family limited partnership is prepare the Certificate of Limited Partnership. This certificate is going to ask for the name of the limited partnership and the name of the Agent for the Service of Process. The agent can be any family member that currently resides in the state, the agent needs to reside in the state because they will be the ones being served papers in case the limited family partnership is sued. You will also need to include the names and addresses of all of the general partners; the limited partners do not need to be included. Once you have properly filled out the Certificate of Limited Partnership you will need to file it with the Secretary of State’s office and pay a filing fee of $85 to $125, depending on the state that you reside in.

Once you have filed the Certificate of Limited Partnership your family limited partnership is considered legally formed, even though more steps should be followed to fully form your family limited partnership. After filing the certificate with the Secretary of State’s office you will want to request a certified copy with the filing date stamped open it. Having this copy will enable you to open a business banking account in your partnership’s name; this will also help you to get partnership cards for your business.

Once you have completed the Certificate of Limited Partnership you will need to prepare a written partnership agreement. The partnership agreement does not have to be filed with the Secretary of State’s office in most states, but you will want to check with your state’s filing requirements. Even if the partnership agreement does not need to be filed, it still needs to be prepared because the partnership agreement is going to act similar to the articles of incorporation for a corporation. The partnership agreement is going to govern the rules that your partnership is going to follow, if the rules are not clearly stated in a partnership agreement than state partnership laws will prevail.

When preparing a written partnership agreement for a family limited partnership, certain provisions must be made so that you can protect your assets that belong to your estate. If you do not pay close attention to these provisions, you are not going to be able to accomplish your objectives that are set forth for the family limited partnership. The special provisions that you make in the partnership agreement need to be designed so that a creditor can never gain any influence over the partnerships affairs, but you also want to make sure that you and your spouse, as the general partners, always have complete control over the assets of your partnership.

One thing to remember is that many times family limited partnerships are used for estate planning, so special attention is paid to the family limited partnership by the IRS.

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