Forming a Corporation

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What is the purpose of forming a corporation?

A corporation provides more personal asset liability protection to its owners than any other entity type. For example, if a corporation is sued, the shareholders are not personally responsible for corporate debts or legal obligations – even if the corporation doesn't have enough money in assets for repayment.

These bylaws templates can be customized to suit the needs of your incorporated business. Designating someone else to serve as a registered agent for your LLC or corporation has its benefits.

What are the benefits of forming a corporation?

The management structure must be stated in the certificate of formation. Management structure is a determination that is made by the LLC and its members. The Secretary of State cannot give advice about management structure.

  • For some, the dream of starting a business starts with the name they’ll hang on their shingle.
  • The operating agreement sets forth the rights and responsibilities of the members.
  • If you’re on the Silver package, you can add bylaws to your plan for just $30.
  • However, each shareholder must sign a form, that’s then filed with the IRS, in order to obtain S Corp tax status.
  • Make sure you perform due diligence when filing and seek legal assistance if needed.
  • Note that there’s also a second type of corporation, known as an S Corp.

Contact a qualified business attorney to help you navigate the process of starting a business. Following is a discussion of the main pros and cons of forming a corporation. On approving the articles, the state office (frequently the secretary of state’s office) grants the charter and creates the corporation. As a small business owner or employer, there may be other informational returns that you have to file annually or semi-annually with the IRS. For more information, take a look at the IRS Guide To Information Returns. For specific questions on whether the corporation is the best structure for your business, it is best to seek the advice of an attorney or accountant. Raising Capital – Capital can be raised more easily through the sale of stock.

Step 5: Create Corporate Bylaws

Before a company is even open for business, the corporate entity’s shareholders typically appoint a board member. Owners often assign themselves to the management board, but this isn’t required. A single director is permitted in most jurisdictions, no matter how many shareholders there are. Companies with two or more partners should have at least two directors, while those with multiple owners must have three directors. A corporation can only have one director in other regions if it has only one shareholder. Forming a corporation protects individual shareholders from personal liability for the company’s debts or legal judgments. The tax treatment of the company’s income and restrictions on its shareholders depends on the type of legal structure you choose.

  • General Liability Insurance protects your business from lawsuits.
  • For example, restaurants likely need health permits, building permits, signage permits, etc.
  • C corporations can have unlimited shareholders and may become public and listed on the stock exchange.
  • If desired, be sure to prepare and execute a shareholders’ agreement.

In most states, you only need one person to form a corporation, while the maximum number of shareholders varies by corporation type. For example, C corporations don’t have ownership restrictions, while S corporations are limited to 100 shareholders, who must all be U.S. citizens. File any other necessary documents with your local secretary of state. For example, in California, every corporation must file a statement of information within 90 days of incorporation and then every year during the corporation’s filing period.

What are the tax advantages of forming a corporation?

Taxes can be passed directly through the owners’ personal income, avoiding corporate tax rates. Most states recognize S corps the same way that the federal government does and tax shareholders according to those laws. The explanation all comes back to the personal asset protection afforded by the corporation. If you start your business as a sole proprietorship or general partnership to “ease into” business ownership, you will be entirely liable on a personal level for every transaction you execute. That’s because informal business entities like these do not provide any limited liability protections. On top of being expensive, a corporation requires a lot of time.

Forming a Corporation

One advantage of incorporation is the large number of sources of funds that are available to businesses that incorporate. One such source is the sale of corporate securities, including shares, debentures, bonds, and long-term notes payable. The benefits entrepreneurs gain by forming their business as a corporation typically outweigh any perceived disadvantages. These benefits are, in many cases, unavailable to sole proprietorships and general partnerships. If you’re planning on forming a corporation, it’s highly recommended you do your homework or consult with a lawyer, have a CPA on hand, and know what you’re in for. There are many resources online to assist you, but please bear in mind not all websites contain accurate information.


This is especially useful when an owner wants to leave the corporation or in the event of a shareholder’s death. If you can’t afford to hire an attorney, you can still file your applications and forms online or use third-party agents that offer direct services. Advantages of becoming a corporation include business continuity, access to capital and limited liability. Toincorporate in Washington, you must file the Washington Initial Report within 120 days of your incorporation date. You may also include this report with your articles of incorporation.

Forming a Corporation

Business structure optionsinclude sole proprietorships, general partnerships, limited liability companies, and corporations. Florida Incorporation Service can help you file your articles of incorporation with the state. It can also assist you with employer identification number filings, stock certificates, corporate seals, certificate of status and more. The board of directors must authorize any issuance of shares, unless this power is reserved to the shareholders in the articles of incorporation.

How much does it cost to incorporate?

If you’re sure you need a C corporation, you can start the incorporation process. If you want to raise money for your business concept and sell shares to investors, you’ll want to incorporate as a C corporation. This is a bit of a tough question, as different states have different pros and cons for incorporations. For the most part, entrepreneurs tend to form corporations in their home states, and this is typically our recommendation as well. However, there are a few states with distinct advantages that we should briefly discuss. Corporations have strict requirements to hold shareholder and board of directors’ meetings on a regular basis, and also to take detailed minutes from those meetings.

Forming a Corporation

Online domain name, especially if being found online is a key part of your business model. The name must end with a corporate designator, such as “Corporation,” “Incorporated,” “Limited,” or an abbreviation of one of these words (Corp., Inc., or Ltd.). Choosing the right business type is important to the success of… Business names often have abbreviations after them, including LLC and Inc.

S Corps are taxed differently, with profits passing through to the owners’ individual tax return. For more information, check out our What Is an S Corporation page. Unlike a C corps, an S corp can pass through income to their shareholders for tax purposes. Your company profits have reached a point where it makes financial sense to leverage corporate tax benefits. Business insurance protects your corporation’s assets from losses that can happen naturally while doing business, such as property damage or lawsuits. LLCs and Corporations have limited liability protection in common. An Incorporator Statement with complete names and addresses of each director, and meeting minutes, will be signed after the meeting and should be stored in your corporate records book.

  • As such, an S corporation does not have to pay a corporate tax, thereby saving money, as corporate taxes are higher than ordinary taxes.
  • So one person can’t always make a final decision without the approval of others.
  • You should carefully consider your business structure, goals, and financial situation before selecting your corporate structure.
  • Check your state laws for other restrictions on corporate names.
  • A corporation is formed in the state of Utah by filing Articles of Incorporation in duplicate with the Division of Corporation and Commercial Code, together with the appropriate fee.
  • Many states require corporations to file an annual report or other annual corporation paperwork, but requirements can vary.

Most states also require an annual filing fee, along with an annual report. This is another cost that varies depending on the location of your corporation. But California imposes a minimum $800 franchise tax due each year. For example, C corps are great for anyone who wants to take their company public with an IPO.

You can find hundreds of expertly written, in-depth articles on business formation in Nolo’s Legal Encyclopedia. To learn more about the cost of setting up a corporation in your state, visit one of our state-specific corporation guides. For more information about opening a company in the USA, read our guide.