What is a corporation? Forming a corporation - how to incorporate
What is a corporation? The concept of a "corporation" has been around for centuries. The word corporation comes from the same root word that forms "corpse", meaning "body" or "person". A corporation is simply a legal entity that exists separately from its owners, bestowed with certain legal rights and obligations, much like a person. A corporation exists as a legal entity, regardless of who its owners or employees are. In the United States, corporations are chartered at the state level. To incorporate a business or start a new corporation, you must first decide what state you want to incorporate in. Some states have higher or lower incorporation and franchise tax fees. Some states have more liberal laws in relation to suits filed against corporations. Some states offer other tax advantages to corporate owners.
Many companies are incorporated in Deleware because of its simple rules regarding incorporation and its favorable treatment it offers to companies that incorporate there. In many cases, it is often easiest to incorporate in the home state where the business headquarters resides. However, it is always wise to consult with a tax attorney if you have concerns about requirements of incorporation or special state-related issues. No matter what state you select, you must fill out the required articles of incorporation and file them with the proper state authorities, and pay any fees that are required. While many people have an attorney file the necessary paperwork for them, this is not a requirement. In fact, there are a number of companies that do nothing but help other companies incorporate. They will assist you in all the required filings and forms for a fee.
A long-standing leader in this industry is The Company Corporation. You can form a corporation online using their services. They offer two main incorporation plans. The first, for $199 plus state fees, offers:
Preparation and filing the articles of formation for your new company
Name search and reservation
One year of Registered Agent service from The Company Corporation
Free subscription to our Quarterly Business Builder eNewsletter
Full year of access to our Compliance Watch service
Overnight delivery, once they receive your documents from the state
Their complete package offers all the above plus (for $380):
Expedited handling/walk-in service
Personalized Corporate Kit including, Corporate Seal, Stock Certificates and Stock Transfer Ledger, Sample Forms for Bylaws and Minutes
Tax Id form, S-Corp election form and tax classification
A four-book legal reference library published by Nolo Press including: Legal Forms for Starting & Running a Small Business (w/ CD-ROM), Tax Savvy for Small Business, Legal Guide for Starting & Running a Small Business, The Corporate Minutes Book: A Legal Guide to Taking Care of Corporate Business or Your Limited Liability Company: An Operating Manual
Check out their site for other useful information about online incorporation. Other online sites for starting a corporation: LegalZoom (prices range from $99-$319), MyCorporation.com ($99 plus state fees), IncorporateTime.com, IncFile.com. Check out a few before selecting one, but the fact is, the incorporation process does NOT have to be an expensive or complicated one. Also, it may be worth spending some time on a book about incorporating - check out "How to Form Your Own S Corporation" by T. Nicholas, its a great reference.
Should I incorporate? Benefits of incorporating
Since a corporation is a legal entity outside its owner, it is not tied to the finances or assets of the owner(s), and the owner limits his own personal liability by keeping his personal assets separate from the corporate assets. If the corporation is sued and goes out of business, the owner(s) does not lose his personal assets (in most cases, except in some instance of fraud or other illegal conduct). This limitation of liability is one of the key benefits in choosing to incorporate a business. An owner of a sole proprietorship does not gain this benefit - if he is sued or cannot pay the loans he has taken out for his business, he could lose his home, car, etc. There are often tax advantages to incorporating as well. Many expenses are deductible, and corporate tax rates are sometimes lower than individual rates. Again, consult with a tax attorney for specific tax advice when it comes to incorporating.
A corporation also has an easier time in selling stock and raising capital. Investors also look for the reduced liability that comes from an investment in a corporation. Corporate stock also makes it easier to transfer ownership or liquidate holdings without having to turnover the entire business. Lastly, since the corporation is a legal entity, it exist independent of its owners - in the event of death, the corporation continues to function normally and the ownership stock is simply passed on to someone else.
One of the problems associated with a corporation is more complexity in terms of paperwork and legal requirements. There are additional tax forms to report each year at the state and federal levels, more record keeping required. Be prepared for the extra work or hire an accounting firm that manages and prepares the required documents for their clients.
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