Order this productLLC PublishingSeveral states have a requirement based on entity type to publish the formation in one or two newspapers for one to six weeks.
Order this productReligious CorporationA religious corporation is created for religious purpose to enable its members to meet for worship and other religious observances. Corporations formed pursuant to the Religious Corporations Law are generally created by filing a certificate of incorporation with the office of the county clerk in the county in which the principal office or place of worship is located.
Order this productNot For ProfitA not for profit corporation is formed and governed by the general purposes listed in the provisions of the certificate of incorporation.
Order this productUCC Searches & FilingsWhen entering into a commercial transaction that involves a secured party and a debtor, a UCC will typically be filed by the secured party in order to protect their interest.
Order this productCorporate KitA corporate kit is used to keep all corporate records in one organized place. The kit includes a custom binder, corporate seal, certificates, ledger and sample documents. It can also help keep the entity in compliance by keeping a record of the corporate bylaws, partnership agreements, operating agreements and stock, ownership or member certificates.
Order this productRegistered Agent ServiceAll corporations, LLCs, LLPs, LPs and PLLCs must maintain a registered address to receive important legal documents and state notifications. In most states a registered agent is required by law. Using a registered agent also protects the privacy of the entity.
Order this productEINA federal Tax ID or Employer Identification Number is a unique number specifically assigned to each business by the Internal Revenue Service.
Order this productCertified CopiesAny document that a company has filed with a state can be reproduced and certified as a true copy of that document. The most common documents requested are certificates of formation, articles of organization, certificates of assumed name (DBA), as well as amendments, annual reports and dissolutions.
Order this productCertificate of Good StandingA certificate of good standing is an official document that provides evidence that an entity is in good standing and authorized to do business in that state.
Order this productDissolutionWhen a company ceases operation or is dissolved, a certificate of dissolution must be filed with the state of registration. Dissolution can also be caused by the failure to file annual reports, annual taxes, bankruptcy or voluntary dissolution by business owners.
Order this productAnnual ReportsAfter an entity is formed it is important to maintain good standing with the state of registration by filing all mandatory reports. Not all states require a report when the entity is first established but most require either an annual or biennial report for as long as the company exists.
Order this productConversionsIn many states it is possible to convert from one business type to another. If a LLC desires to to switch to a corporation, for example, the transaction can be accomplished without forming a new entity.
Order this productBiennial StatementsDomestic and foreign business corporations are required to file a biennial statement every two years with the Department of State. The biennial statement includes the name and business address of its chief executive officer, the street address of its principal executive office and the address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation.
Order this productApplication for Authority – Foreign QualificationIf a company plans to transact business in a state or multiple states other than its state of incorporation it may need to register to conduct business in those states. This process is called an application for authority or a foreign qualification.
Order this productAmendmentsWhen a company that has been incorporated decides to make changes they are required to file a certificate of amendment with the state and other governing entities. The amendment can be related to a name change, new provisions, additional class of shares or just changing the address.
Order this productApostilleA formal method of certifying documents for use in other countries. For an apostille to be recognized, the country must have participated in the Hague Convention.
Order this productDBAA doing business as (DBA) filing is an official way to register a business name with either the state or county. A DBA name can also be called an assumed name, trade name or fictitious business name.
Order this productLLPBusiness owners in professions that require a state license in order to practice, such as accountants, doctors and attorneys are allowed to form LLPs. An LLP is similar to a LLC in that all partners have limited liability for business debts, however, in many states this protection is less than what a LLC or corporations receive.
Order this productLPA limited partnership (LP) is similar to a general partnership which offers limited liability protection to some of the partners. In an LP, at least one partner must be a general partner with unlimited liability and one or more partners must be limited partners whose liability is limited to the amount of their investment. Limited partners act as “silent partners” making a capital investment much like passive shareholders in a publicly traded corporation but having no involvement in the management decisions of the business at any time.
Order this productPC Or PLLCA professional corporation (PC) or professional limited liability company (PLLC) is an entity that is organized to provide professional services in industries that require a state license in order to practice.
Order this productS-Corporation or "S-Corp."An S-Corporation is an entity that stands alone from its owners for liability purposes but is also known as a “pass through entity” because the S-Corporation does not pay income taxes on its profits but rather passes through those profits to its shareholders. Then each shareholder reports his or her share of the S-Corp.’s income and losses on his/her individual income tax return. The S-Corporation is owned by a limited number of stockholders (maximum 75). The stock is easily transferable and can be sold to raise capital but must be within IRS guidelines. Like the C-Corporation, at minimum an annual board of directors and shareholders’ meeting must take place where major decisions are recorded, and the results of operations are reported at least annually, or as is dictated by the corporate by-laws. The S-Corporation has an unlimited life, separate from the illness or death of any owners. Primary advantages of the S-Corporation:
Limited personal liability for the S-Corporation’s debts; No taxation of profits to the Corporation. The S-Corporation’s profits are not taxed at the corporate level like the C-Corporation. Instead, profits and losses are passed through to the shareholders who report their share of the S-Corporation’s profits on their personal tax returns. Shareholders can offset profits from one S-Corporation against losses from another S-Corporation. The S-Corporation prepares an information tax return known as a Form 1120S and also prepares a Form K-1 for each shareholder. For example, if there are 10 individuals who own equal stakes in the XYZ S-Corp., and the S-Corp. earns a profit of $200 this year, each shareholder would receive a K-1 that allocates 10% of the S-Corporation’s income (profit) to him/her, or $20 (10% of $200); S-Corporation owners may receive some income tax deductions for certain business expenses.
Primary disadvantages of the S-Corporation:
An S-Corporation must distribute its income to the shareholders in accordance with the owners’ ownership interests; An S-Corporation is typically more complicated to run and manage than an LLC.
Order this productLLC – Limited Liability CompanyA Limited Liability Company is similar in many ways to an S-Corporation but is more flexible and faces fewer rules and regulations. Each LLC member (co-owner) pays income taxes on their share of the LLC’s profits at their own individual tax rate. For this reason a LLC is known as a “pass through entity.”
LLCs must file an operating agreement with the Secretary of State of their home state. The operating agreement outlines the management and guidelines of the entity and governs raising capital and transferring and selling of shares, among other details. Requirements vary from state to state.
There are no shares of stock in a LLC; the entity issues member (ownership) units or interests. However, LLC owners have the same advantage of limited personal liability for company debts as with a C-Corp. If the LLC is sued, only business assets (not members’ personal assets) are at risk. Primary advantages of the LLC:
Limited personal liability for the LLCs debts; No taxation at the corporate level. The LLC passes through income and losses to the LLC members who report their share of the LLC’s profits and losses on their personal tax eturns, enabling them to offset losses from other LLCs; LLCs are not typically limited in the number of members the entity can have; LLCs are less formal and easier to manage and require less paperwork and administrative duties than the S-Corp. and C-Corp; Flexibility in company structure and management – self-governing operating agreement.
Primary disadvantages of the LLC:
Harder to transfer ownership than with an S-Corporation or C-Corporation; As the newest business structure, there are fewer laws governing the LLC’s management, operation and maintenance; and fewer established precedents exist;
Order this productC-Corporation or "C-Corp."Typically, companies that trade on an organized stock exchange are C-Corporations. The C-Corporation is owned by stockholders (which can be unlimited in number) who elect directors to the Board of Directors. The Corporation can sell shares of stock (common or preferred) to raise capital (money) to fund its operations. Stock certificates are relatively easy to transfer and this is especially the case if the corporation is publicly traded on an exchange such as the New York Stock Exchange. The Corporation can sell products and services, buy real estate, enter into contracts, and sue and be sued, and the owners (stockholders or shareholders) bear no personal responsibility for the actions of the company executives.
At minimum, an annual board of directors and shareholders’ meeting must take place where major decisions are recorded and the company’s results of operations must be reported at least once per year and often every quarter. The company’s corporate by-laws govern the corporation’s major activities. The C-Corporation has an unlimited life, separate from the illness or death of any owners. When the founders or even a major or controlling shareholder dies, the Corporation’s existence continues. Primary advantages of the C-Corporation:
Limited personal liability for debts. Shareholders cannot be held liable for the company’s debts and other obligations; Shareholders losses are limited to their investment, (the amount of money they purchased their stock with); The corporation can take a tax deduction for fringe benefits (healthcare, travel and entertainment) as business expenses (vs. LLC’s and S-Corporations which cannot); C-Corporations have the ability to split (allocate) profits between owners (shareholders) and the Corporation, thereby lowering the Corporation’s overall tax rate.
Primary disadvantages of the C-Corporation:
Double taxation of profits when dividends are distributed to shareholders. For example, when a Corporation makes money (generates a profit) it can retain the cash to fund operations or distribute some or all of the cash as dividends to the shareholders. When a Corporation earns a profit (sales revenue minus its expenses), the Corporation pays income taxes on those profits. When the Corporation pays a dividend to its shareholders, the Corporation does not receive a tax deduction for its dividend payments. But, the shareholders who receive the dividends are required to declare the dividends on their tax returns. Hence, the concept of “double taxation.” The Corporation pays taxes on its profits and then the shareholders pay income taxes on the dividends they receive. C-Corporations are generally more complicated to run and manage than other corporate entities such as a LLC. A C-Corporation is treated as a “separate person” for income tax purposes by the IRS and the Corporation must file income tax returns (IRS Form 1120). On the other hand, an S-Corp. files an information return known as IRS Form 1120S and the owners (individuals) report their pro rata share of the S-Corportion’s income and losses on their tax returns.