Forming a Corporation

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. Finally, an online incorporation service splits the difference, providing professional help while charging a fraction of an attorney’s fees. The answer to this question varies considerably based on your state of formation. There are some states that have online incorporation portals where you can form a corporation immediately.

Forming a Corporation

The incorporation of your business happens as soon as your articles of incorporation are filed with the secretary of state. An attorney can walk you through the business formation process. Corporate formation and governance laws vary by state and are constantly changing, so an experienced attorney will be invaluable in managing the formation process and avoiding any issues. What’s more, your documentation burden does not stop once your bylaws are adopted. In order to avoid the risk of having your corporation disregarded, you need to document meetings of shareholders and directors. Most small businesses start as limited liability companies but there are some instances when starting as a corporation makes sense. These include obtaining protection for your legal identity as a sole proprietor.

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Another basic characteristic of a business corporation is that the shares held in ownership are fully transferable. Thus, the feature of transferability allows a business corporation to carry out business without any interruption. This is because such transferability avoids the challenges that partnerships, cooperatives, mutuals encounter. Corporations that have assets of $10 million or more and file at least 250 returns annually are required to electronically file their Forms 1120 and 1120S for tax years ending on or after December 31, 2007. For more e-file information, seee-file for Business and Self-Employed Taxpayers. When a corporation is formed, or later as it expands, shares can be open to the public. A publicly owned corporation will allow investors to be able to buy shares of your corporation.

  • The process is designed to be straightforward, while allowing you maximum flexibility to choose the business entity best suited to your company’s needs.
  • Corporations have a board of directors that consists of at least two people.
  • A corporation’s owners are shareholders, and their ownership percentages reflect the number of shares of company stock they own.
  • Include designation words such as “Limited,” “Incorporated,” “Corporation” or abbreviated versions in your corporation name.
  • Most importantly, the corporation is an individual entity and is legally separate from the members which comprise it.
  • 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.
  • Information in this guide is based on general principles of law and is intended for information purposes only; we make no claim as to the comprehensiveness or accuracy of the information.

Your corporation’s name must end with a corporate designator such as “Corporation,” “Incorporated,” “Limited,” or an abbreviation thereof. Designators in common use outside the United States are also acceptable such as “GmbH” or “S.A.” The Delaware Division of Corporations may reject Forming a Corporation any name that is misleading or harmful. For example, the name cannot contain words such as “Bank” or “Trust” without regulatory review. Nor will the Division accept names that contain offensive words. A corporation or its agent shall maintain a record of its shareholders.

Understanding Corporations

By selling stock or shares, corporations can gain funds for new projects and campaigns that would be unattainable otherwise. Your corporation is not officially formed until you file your incorporation documents with the Secretary of State. In most states, the necessary document is called the articles of incorporation.

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. You can think about the bylaws as a constitution for your corporation. A share class is a group of shares that have a unique set of rights and privileges compared to other shares of the same corporation. In most states, you must appoint at least one director who will oversee your corporation until the first shareholder’s meeting.

A director can be, but is not required to be, either a shareholder or an officer. Like representatives in Congress, directors are elected by the shareholders and typically serve for a limited term. To determine if incorporation is in your best interest, you need to know your company’s goals and capabilities. For example, if you are simply trying to incorporate for tax purposes, you may want to think again.

Choose Your Business Name

And our network of Small Business Development Centers has experts located in nine main regional offices and several satellite centers statewide. One that isn’t usually required is a name reservation fee, which is required by law in Alabama but is optional elsewhere. In most states, a name reservation only has a nominal fee — in many, this will only cost you $10-20. The main reason we rank Incfile behind ZenBusiness is that Incfile has more third-party offers and upsell attempts than ZenBusiness does. However, if you don’t mind promotional partnerships and upsells, Incfile could be a great fit for your new LLC or corporation.

  • Furthermore, a corporation offers liability protection to owners and shareholders.
  • The Utah street address of the corporation’s initial registered office and the name of its initial registered agent at such address.
  • If you want to retain full authority, an LLC or another entity type may be a better choice.
  • File the articles of incorporation with your local secretary of state’s office and pay any applicable filing fees.
  • A second meeting will need to be held with all voting parties to either approve or disapprove your proposed amendments.
  • The first meeting of your new board of directors will set the tone for all future business endeavors.

For more information, take a look at the IRS Guide To Information Returns. Issue stock certificates to the initial owners of the corporation. Here is an outline of the steps you need to follow in order to form a corporation (specifically, a “C corporation”) in Indiana. You should also read the general section on forming a corporation for information that is applicable in any state. Additionally, you should familiarize yourself with the Indiana Secretary of State’s website, which has extremely useful information and resources. Number of shares of stock authorized, class or classes of shares, and voting and dividend rights of each class of shares. For most jurisdictions, your name has to be appreciably different from other registered names.

Step 9 File Your Articles Of Incorporation

S corporation’s pass-through their income, loss and deductions to the shareholders, but can also pay salaries to the owners. In small, closely-held corporations, take extra precautions to see that all corporate formalities are observed. If the corporate formalities are not observed, someone suing the corporation may be able to show that the corporation is not a separate entity from its shareholders.

To ensure the continuity of the corporation by enforcing the articles and bylaws and by seeing that a sound board of directors is maintained. A shareholder has no right or duty to manage, the business of the corporation. Optional provisions refer to information about the entity that are not required by law, such as 501 language for a nonprofit corporation.

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Whenever you hire an employee in Indiana, you must inform both the IRS and the State of Indiana. You can find details of all the necessary steps, including verifying work eligibility and withholding allowances, on the Hiring Employees section of the IRS website.

Forming a Corporation

The business income is attributed to the members, who then pay individual income tax on their earnings from the LLC. Record-keeping and company maintenance are less burdensome than for corporations.

Step 10: Confirm Your Corporate Tax Status And Obtain An Ein

Learn how to form your own corporation and the advantages and disadvantages of doing so. Owners of C Corps pay taxes on profits paid , then everything else is filed under the corporate tax rate.

There’s a smorgasbord of expenses and formalities to consider and founders can get in trouble quick if they don’t have help or know what they’re doing. If all you’re trying to do is set up a business entity for limited liability protection, consider other less complex options like an LLC. That being said, here are some realistic situations in which forming a corporation might be a better idea. The owners of an LLC are called “members.” A member can be an individual, partnership, corporation, trust, and any other legal or commercial entity.

  • On top of being expensive, a corporation requires a lot of time.
  • An article you read online isn’t a substitute for actual legal advice from an in-person or telephone lawyer consultation.
  • A corporation is managed by its board of directors, which must approve major business decisions.
  • With few exceptions, they are not liable for the debts of a corporation beyond their capital contributions to the corporation.
  • She specializes in real estate transactional matters, property disputes, IP, tech and media contracts.
  • To operate your corporation, you must comply with federal, state, and local government regulations.

Directors may be corporation officers, investors, or individuals with no other financial stake in the company whatsoever. Corporations are the most complex legal business entity to establish and maintain. However, they offer business owners the most significant protection against personal assets, the ability to raise capital, and more. Single-member LLCsface taxation similar to sole proprietorships, while multi-member LLCsare more akin to partnerships. Business profits distribute to LLC members, who pay income and self-employment taxes on their share unless taxed as a C corporation or S corporation. The primary disadvantage of C-corps is that their profits and losses are taxable to the corporation and do not flow through to their shareholders.

The intent is to relieve some of the administrative burdens to the small corporation owner. If a close corporation appeals to you, consult an attorney in the state you are incorporating in to determine if a close corporation statute exists. In general, corporations are separate taxable entities that are subject to federal and state taxation. When that income is passed on to the shareholders as a distribution or dividend, it is taxed again on the shareholder’s individual tax return. Double taxation may be partially or completely avoided in a small business by paying a salary to the employee shareholder.

Please check any information you find here for accuracy and completeness. Limitations on authority of the management and owners of the corporation.

State of Georgia government websites and email systems use “” or “” at the end of the address. Before sharing sensitive or personal information, make sure you’re on an official state website. Unlike a C corps, an S corp can pass through income to their shareholders for tax purposes. The best type of corporation for your business depends on many factors. You may be getting pressure from clients, family, friends, and your professional network to incorporate. Bear in mind that well-meaning people giving their input may not fully understand the implications of forming a corporation, all that it entails, and whether it’s the best business choice for you. Just be sure to think it through and really balance the positive and less positive impacts this decision may have on you, your business, and your relationships.

All actions and decisions should be recorded in the corporation’s minute book. 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. 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.

Your company profits have reached a point where it makes financial sense to leverage corporate tax benefits. It sounds unusual but some states, such as California, do have an alternative minimum tax for corporations. So, for example, if it’s November or December and you want to form a corporation, you might be better off waiting until the following tax year to avoid paying the alternative minimum tax for that year. Your state’s tax website ought to give some guidance on this issue as well. Both require formal Articles of Incorporation and that each corporation observes the proper formation requirements as set forth by the Secretary of State. The next step is to protect your corporation by getting business insurance.

Although liability protection holds true in most cases, shareholders need to follow their state’s specific requirements. One of the advantages of a corporate form of business structure is that the owners of the firm have limited liability. This means that the company’s creditors have a claim only on the assets held in the name of the corporation itself. They do not have any claim against the personal assets of the shareholders. C corporations, or C Corps, are the most frequently used entity type for start-up businesses seeking funding from angel and venture capital groups. They provide owners with limited liability and are comparable to LLCs and S-corps in formation and maintenance costs.