Why a C Corporation?

On January 7, 2010, in C-Corporations, Corporate Seals, S-Corporations, by Entity Wiz

Running a business for profit has its inherent benefits and risks.  The benefit of course is the profit you expect to earn from the business. In large corporations fringe benefits are also a factor to running a business. The inherent risks are many. The business owner may borrow money for long term investment or working capital requirements. Have creditors in the form of suppliers or services providers, employ people, supply products or services etc. All these activities generate potential liabilities for a business owner. That is why a C Corporation is advisable for running a substantial business. In a C Corporation, the business owners, generally known as share holders contract no personal liability for the corporation’s business activities and obligations.

Choosing a legal structure for your business depends upon the type of activity you do. A C Corp is not an easy structure to form and maintain. There are considerable expenses and formalities involved in forming a C Corporation and running it. The corporation has to be registered with the domicile state agency and pay considerable fees for filing its application and other relevant documents. An Articles of Incorporation and Bye Laws have to be drawn up. You may adopt a corporate seal, but in many states it is not a mandatory provision.

If your business does not involve transactions that have potential for future liabilities, you may opt to run as a sole proprietorship or if two or more individuals are involved, as a partnership. Both forms of business structure do not require any formal procedures to set up and conduct business. The income tax return for profit or loss from business is filed along with the sole proprietor’s or partner’s annual return filings. No taxes need be paid by the business itself. For small business operators, Limited Liability Company is a good option where the business owners or members can limit their personal liability for business debts obligations.

In a C Corporation, the business has its own legal entity that is separate from the share holders. Statute treats a C Corporation as an independent entity. The corporation can enter into a contract or obligate itself without personally obligating any of its share holders or office bearers.  The C Corporation is the only business structure that does not have a pass through tax structure. The corporation has to file yearly tax returns separately from that of its shareholders. Share holders have to report any profit distributed by the C Corporation in their personal income tax returns.

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How to incorporate in Arizona

On November 29, 2009, in C-Corporations, S-Corporations, by Entity Wiz

Forming a C corp in Arizona is not very difficult; you can do it in as little as three steps. What most incorporations don’t realize is that while there are only three steps to the incorporation process, some of those steps require many details. For example, to form a C corp in Arizona you will need to file your articles of incorporation, publish them in a newspaper a specific number of times, and then submit an affidavit of publication to the Arizona Corporation Commission.

The process seems simple, but it gets complicated as you go further along because of the numerous tasks that need to be performed. In Arizona, you do not need to have an operating agreement for your corporation, but having one can help you prepare the articles of incorporation and the bylaws.

The first step for incorporating in the state of Arizona is filling out and filing your articles of incorporation. The first task that you face with filling out your articles of incorporation is selecting the name of your corporation. When choosing a name you want to choose something that will make your business stand out, but something that doesn’t sound like anybody else’s business name. When you have finally decided on a name that fits in with the requirements for the state of Arizona you will want to run a name search through the Arizona Corporation Commission Name Approval’s website.

The second task that you have is to prepare the articles of incorporation. Your articles of incorporation must include specific information including a name that satisfies the requirements of A.R.S. Section 10-401 and the number of shares your corporation is authorized to issue. You will also need to include a statement of the type of business your corporation is going to practice in the state, and the name and address of each person who is going to be serving as a director. Your articles of incorporation must also include the name and address of each incorporator, along with their signatures, and the name, address and signature of the corporation’s statutory agent. If the known place of business for your corporation is going to have a different address than your statutory agents, you will also need to include that information.

The third thing that you will need to do is select your corporation’s statutory agent. This agent must be an adult individual who lives in the state or Arizona or it can be a domestic corporation that was formed under Arizona corporate law. You can also use a foreign corporation that is authorized to do business in the state of Arizona or a limited liability company that is authorized to do business in Arizona, or was formed in Arizona. The reason you need a statutory agent is if you are ever served with legal papers they can be served on behalf of your corporation. Just keep in mind that the statutory agent cannot have a post office box, they must have a street address.

Once you are ready to file your articles of incorporation with the ACC you will need to prepare a cover sheet and a certificate of disclosure. When completing the certificate of disclosure depending on how you answer the questions you might be required to submit more information. Once this is done you can file the articles of incorporation with the ACC in person or through the mail, in either case you will need to pay a filing fee of $60.

Once your articles of incorporation have been reviewed, you will receive a rejection or approval in the mail. If your articles of incorporation failed, you can resubmit them and pay another filing fee after correcting the mistakes. If they were approved you will need to publish them in a newspaper for the county your corporation is registered in for three consecutive publications. After this is done your corporation is formed, but you still have to prepare the bylaws and adopt them at a Board of Directors meeting.

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How to incorporate in Wisconsin

On November 29, 2009, in C-Corporations, General Entity Advice, Operating Agreement, S-Corporations, by Entity Wiz

One of the best things about choosing to incorporate in Wisconsin is that it is one of the many states that recognize S corporations. This means that you can form a C corp or an S corp in Wisconsin, depending on which form will fit your business, needs best. Even though am S corp will see the benefits of pass through taxation like the one a partnership does, you do not need to prepare an operating agreement for one. An S corp is incorporated the same way a C corp is incorporated, through filing the articles of incorporation and adopting the bylaws.

Before you can go about forming a corporation in Wisconsin, you will need to choose a name for your corporation. When choosing a name for your corporations you need to ensure that they name you choose is different from other corporations registered in the state of Wisconsin. The name also has to stand out from other businesses in the state it cannot be similar. To identify your business as a corporation you will need to include the word corporation or incorporated or an abbreviation of those words in the business name, it can even be tacked on at the end.

Once you have chosen a name and performed a name search to ensure that the name isn’t being used by anybody else you will want to prepare your articles of incorporation. Once you have finished preparing the articles of incorporation you will need to file them with the Wisconsin Secretary of State. Before you file your articles of incorporation, you want to make sure that all of the required information is included, otherwise your request to form a corporation will be denied, and you will have to start the process from the beginning.

In Wisconsin, you do not have to include the information on the initial directors of the corporation, but you do need to include information on the incorporators. There has to be at least one incorporator included in the articles of incorporation. If there is more than one incorporator, all of them have to be listed in the articles of incorporation, but only one of them has to be a natural person who is at least eighteen years old. All of the other incorporators can be businesses.

The state of Wisconsin allows a corporation to be formed for any lawful business activity, as long as it follows the laws of the state, and certain industries are regulated by the state more than others are. With this in mind it is not necessary to include the purpose in the articles of incorporation, but it can be included if you deem it necessary. The number of shares that your corporation is authorized to issue must be included in the articles of incorporation. It is also good to include the par value of the share of stock or designate whether it will be no par value stock. You will also need to include any provision granting or limiting preemptive rights and the name and address of the initial registered agent. The last thing that has to be included in the articles of incorporation is a statement saying the corporation is incorporated under the laws of Wisconsin.

Once the articles of incorporation have been filed and approved, you can hold a board of directors meeting to adopt the bylaws that have been prepared for the corporation. At the first meeting, you can also determine if a corporate seal is going to be required for opening bank accounts or for issuing stock.

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How to Incorporate in Iowa

On November 29, 2009, in C-Corporations, Corporate Seals, General Entity Advice, Operating Agreement, S-Corporations, by Entity Wiz

If you are thinking about incorporating your business in Iowa, a good thing to know is that Iowa recognizes a C corp and an S corp as a business entity. This means that you can incorporate your business as an S corp to get the protection that a corporation has to offer, but a tax break on corporation taxes, you will avoid the double taxation that a C corp faces.

Something else that you want to think about when incorporating in Iowa is using a corporate seal. It is not required by the state of Iowa to have a corporate seal, but it is something that you should consider getting. Your corporate seal will come in handy if you plan to do business in foreign countries, but it is also required by some banks to open a business bank account.

To start the incorporation process in Iowa you will need to create a name for your corporation. The state of Iowa does not have any restrictions on terms that you can use in creating your corporation’s name, but you still don’t want to make your corporation’s name confusing. You want to create a name that clearly conveys to your customers what the purpose of your business is. Your corporation’s name should also be different from any other business in the state so hat your customers will not confuse you with other businesses. The only requirement that the state of Iowa has on your corporations name is that it must contain a word that identities your business as a corporation.

The next step of incorporating your business in Iowa is filling out your articles of incorporation. Most articles of incorporation will include basic information about your corporation, including director’s information, officers’ information, and stock information among other things. In the state of Iowa, you can include the directors’ information and the officers’ information in the articles of incorporation, but neither of them is required to be included in the articles of incorporation. Stock information must be included in the articles of incorporation, including classes of stock that you will be issuing, along with their value. In Iowa if you plan to increase the shares of stock that you are issuing or increase the par value of the stock you can do so without incurring any additional fees.

Once the articles of incorporation have been filled out, you will need to file them with the Secretary of State’s office. Upon filing your articles of incorporation, you will need to pay the required filing fee, which is not the same fee that must be paid when filing your annual report. After your request to incorporate has been processed, you will receive a certificate of incorporation in the mail. To keep your corporation status safe you will need to make sure that you pay your taxes on time and meet any yearly requirements that the state of Iowa has.

Income taxes in Iowa will be 6% for the first $25,000; 8% for any income from $25,000 to $100,000; 10% on income from $100,000 to $250,000, and 12% on any income above $250,000. Once a year you will also need to file your corporation’s annual report with the Secretary of State, when filing the annual report you will need to pay a $30 filing fee. Your first annual report is due between January 1 and April 1 of the year following the calendar year that your business was incorporated in Iowa.

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How to incorporate in Hawaii

On November 29, 2009, in Limited Liabilities Companies (LLC), S-Corporations, by Entity Wiz

If you are thinking of incorporating your business in Hawaii, you might want to think about buying a corporate seal, especially if you are going to incorporate as a c corp and do business in other countries. If you plan to do business in other countries, you want to buy corporate seals because they are required in order for you to do business in foreign countries. You can also buy corporate seals when doing business in the United States because they can be useful. For example, corporate seals are great for opening business bank accounts because they prove that the business exists, you can also use them when issuing stock.

When choosing your corporation’s name you must make sure that, it ends with corporation, incorporated, or an abbreviation of those two words, so that people can easily identify it as a corporation. The other requirement that you must meet when incorporating your business is that the name cannot be the same as or similar to any other business that is registered to do business in the state of Hawaii.

When you begin to fill out your articles of incorporation the first thing that you need to include is the physical address of your corporation. You will also need to include the directors’ information. In Hawaii you will need to have at least three directors, the only way that you can have less than three directors is if you have less than three shareholders. If that is the case, you will need to have the same number of directors and shareholders. While there is no age requirement for the directors, there is a residence requirement. At least one of the listed directors has to be a resident of the state of Hawaii so that they can receive any court filings for the business. Officers are not required to be listed in the articles of incorporation, but you must include stock information.

Once you have filled out the articles of incorporation you will need to file the articles of incorporation with the Department of Commerce and Consumer Affairs. When filing your articles of incorporation with the department you will need to pay the appropriate filing fee, which if you decide to add additional stock or par value there will not be any additional fees. Once you have paid the filing fees for the articles of incorporation, the state will process your paperwork. Once the request has been processed and approved, you will receive your certificate of incorporation for your corporation, which makes everything official.

Once you have gotten your certificate of incorporation you will need to hold your corporations annual meeting. At the first meeting, you will want to adopt your corporation’s bylaws, but you will also want to elect your board of directors. You will also need to research any yearly requirements for your corporation so you can maintain your corporation in good standing. Currently the state of Hawaii requires your corporation to file annual statements with the Department of Commerce and Consumer Affairs by March 31 each year.

If you are incorporating in Hawaii, you need to be aware of the income tax rate that they charge. Currently Hawaii is charging 4.4% of the first $25,000 of taxable income, if you have taxable income between $25,001 and $100,000 you will be charged a rate of 5.4%, and if you make over $100,000 you will have to pay an income tax rate of 6.4%.

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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 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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Articles of Incorporation

On November 1, 2009, in C-Corporations, S-Corporations, by Entity Wiz

The articles of incorporation are required for a c corp and an s corp. The article of incorporation is required by all states and is used as a charter for your business. The articles of incorporation are designed to establish the existence of your corporation, which is done by filing your articles of incorporation in the state that you are incorporating in. The articles of incorporation are also designed to provide the public about certain basic information for your corporation.

When preparing the articles of incorporation you can use corporate kits or you can find a sample online and create your own articles of incorporation. When preparing your own articles of incorporation it is imperative that you include certain things, if these things are not included in the articles of incorporation, you will not be able to file your articles of incorporation with the Sectary of State’s office.

The first thing that you need to include within your articles of incorporation is the name and address of the new corporation. When including the address you want to give the address of where you will be doing the most business. For example, if you will be running an internet business from your home you will want to give them your home address.

The second thing that you need to include in the articles of incorporation is the purpose of your corporation. When stating your corporation’s purpose you want to use broad language. The reason for that is if you do not use broad terms to describe what your corporation is doing you can limit what your corporation can do. For example, if you state your corporation is going to be selling corporate business gifts to other businesses you will not be able to sell to the public. Instead, you want to use a term like sell quality corporate business gifts to people and businesses that might have a need for them.

The third thing that must be included in your articles of incorporation is the name and address of your corporation’s registered agent. The registered agent is anybody in your corporation who is authorized to accept legal documents on the corporation’s behalf. For example, if your corporation is ever involved in a lawsuit the registered agent will be the person who is served with the papers.

The fourth and final requirement for your articles of incorporation is the stock information. With the stock information, you will want to include the type of stock that you will be issuing and the value of each share. You also want to include how many shares of stock your corporation is allowed to issue, if offering different types of stock you want to include how many shares of each type of stock you will be issuing.

While those are, the main requirements that you will need to have for the articles of incorporation you can still include other information about your corporation in general. Most articles of incorporation include the identity of the people who started the corporation. You can also include the identity of the director or directors. Whoever is identified in the articles of incorporation for being in charge of the corporation must sign the articles of incorporation before they are filed.

With how important the articles of incorporation are for your business it is imperative that you get them right. If you do not feel like you can prepare the articles of incorporation, yourself it is imperative that you get somebody, such as a corporate law firm to help you prepare the articles of incorporation. Corporate law firms are nice to use because they can help save you valuable time, which gets your corporation up and running sooner.

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