Incorporating a company in the US
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Incorporating in USA
“C” corporation and “S” corporation
There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors.
Corporations are taxable entities that fall under a different scheme from individuals. Although corporations have a “double tax” problem – both corporate profits and shareholder dividends are taxed – corporate profits are taxed at a lower rate than rates for individuals.
FAQ – Frequently Asked Questions
What is a corporation?
A corporation is a separate legal entity, authorized by state statute. The Secretary of State of each state authorizes the filing of articles of incorporation, which provide for, among other items, bylaws, stockholders, directors, officers, employees, annual meetings, resolutions and the rules and regulations by which the corporation is to operate. Corporations are recognized as legal business entities in all 50 states. As legal entities, corporations exist in much the same way as do real persons. In other words, a corporation may own property, sue other entities, including other corporations or persons. It may enter into contracts and agreements and may also sell or otherwise dispose of its property by any means provided by law.
Why should I incorporate?
- Tax Savings
- Asset Protection
- Financial Flexibility
What is the difference between a “C” corporation & “S” corporation?
What is the basic process of incorporation?
Why do I need minutes?
In order to properly run your corporation and abide by corporate law, you must keep accurate and complete minutes of every directors’ and shareholders’ meetings, including any corporate decisions and the votes taken to approve them. Corporate Minutes are a written record of what goes on at all shareholders and directors meetings. The purpose of corporate minutes is to show that the corporation called a meeting, and your board of directors and/or shareholders acted on key legal, tax and financial decisions.
Corporate Minutes provide a written record of important corporate transactions including approval of bonuses or fringe benefits, contributions to retirement plans, rent payments, reasonable compensation, and accumulated earnings. Corporate Minutes are a fail-safe way to show your directors, shareholders creditors, suppliers and especially the IRS and the courts that you acted appropriately and in compliance with applicable laws and regulations.
Your Corporate Minutes are your insurance policy to protecting your business and personal assets.
What is a resident agent?
Why do I need a resident agent?
Can I be my own companies resident agent?
Is it necessary to have an office address in my state of incorporation?
Is my corporation in fact a true corporation?
The courts have established the following guidelines to determine whether a corporation is in fact a true corporation:
- Does the corporation have an actual business address?
- Does the corporation have a checking account, with cancelled checks to show that the corporation has actually paid for its overhead and other expenses?
- Has a business license been issued to the corporation by the appropriate licensing agency? Note: if you are not doing business in Clark County, Nevada, a business license is not required.
- Does the corporation have a listed telephone number?
S corporation restrictions
- All stockholders must be citizens or permanent residents of the United States.
- The maximum number of stockholders for an S Corporation is 75.
- If an S Corporation is held by an “electing small business trust,” then all beneficiaries of the trust must be individuals, estates or charitable organizations. Interests in the trust cannot be purchased.
- S Corporations may only issue one class of stock.
- No more than 25 percent of the gross corporate income may be derived from passive income.
Not all domestic general business corporations are eligible for S Corporation Status.
- a financial institution that is a bank;
- an insurance company taxed under Subchapter L;
- a Domestic International Sales Corporation (DISC);
- certain affiliated groups of corporations.
How to file as a subchapter S corporation
- Form a general or close corporation in the state of your choice.
- Obtain the formal consent of the corporation’s stockholders and note this consent in your corporation’s minutes.
- Complete Form 2553, Election by a Small Business Corporation.
- National Business Incorporators, Inc. can assist you in preparing and submitting the IRS Form 2553 as part of your incorporation process.
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Incorporate in the US
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Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.