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Why Incorporate?
A well-incorporated and well-run company can limit the
personal liability of its shareholders. Corporate assets may be at risk,
but personal assets will generally be treated as separate. However, keep
in mind that the Court does not automatically remove liability for
criminal and negligent acts on the part of the company's officers,
directors and shareholders.
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Incorporation can help limit your personal liability as a business
owner. In general, creditors of your corporation must satisfy their
claims by seizing the assets of the corporation rather than your
personal assets. In contrast, as a sole proprietor or partner in a
partnership you are financially responsible for all liabilities of the
business, and your personal assets are subject to seizure or lien by
creditors.
Other benefits of incorporation can include greater tax deductions
for health insurance and medical expenses, lower payments for social
security tax and Medicare tax, and greater opportunity to raise capital
for the business through the issuance of stock.
How do I form a corporation or LLC in the state of my choice?
The
formation of a corporation or LLC is not a difficult process, and in
most cases, it can be accomplished quickly and efficiently by a
professional incorporating service, such as ActiveFilings.com. As your
agent, we will investigate the availability of your proposed corporate
name and reserve it for you. Next, we prepare a Certificate of
Incorporation. All state filing fees are paid through ActiveFilings.com
to the appropriate state agencies.
What are Articles of Incorporation?
A Corporation's "Articles of
Incorporation" is the main filing document which begins the
corporation's existence under state law. Once filed, the corporation
comes into existence.
The articles of incorporation declare the desire of an individual or
group to become a corporation. It spells out certain minimum information
about the corporation that is required by the laws of the state. It may
also contain specific information about the corporation that needs to be
made public record, like restrictions on the transfer of stock.
The level of complexity for a corporation's Articles of Incorporation
can range from very simple to extremely complex. Generally, most
jurisdictions require Articles of incorporation to contain, at a
minimum, information about the Corporate Name, the Registered Agent, and
the Corporation's business address. Requirements vary by state.
What information is required to prepare a Certificate of
Incorporation?
In addition to the name of the corporation and the
address, you need to provide the director(s) name(s), the company
address where the corporation will be located, and the number of shares
of stock that you want authorized. Using this information,
ActiveFilings.com can prepare and file the necessary documents.
Do I need an attorney to form a corporation or LLC?
No.
ActiveFilings.com provides all of the basic requirements for business
incorporation and limited liability company (LLC) organization. You'll
also save many hundreds of dollars. However, an attorney can provide
advice as your business grows, so we recommend that you at least begin
to think about the qualities you'll want in a legal advisor.
ActiveFilings.com is always willing to work with your attorney, if you
prefer.
Do I need a special ending on my corporation's name? In most states,
your corporation's name must include an ending, such as
"company", "corporation", "incorporated",
"limited", "association", "club",
"fund", "syndicate", "union" or the
appropriate abbreviations (co., corp., inc., ltd., etc.).
What are Corporate Bylaws?
Bylaws are rules for the corporation that
specify things such as the number of votes required to pass a matter put
before the corporation, and the requirements to be met before a
shareholder can sell his shares, among other things. Bylaws may not be
changed without a majority of votes of the board of directors. Bylaws do
not need to be filed with the State. They are created solely for the
corporation and it's shareholders.
Does it matter where (in which State) I incorporate?
Generally, you
should incorporate in the State where your office is physically located.
If you incorporate in another state such as Delaware, you may need to
submit an application to qualify as a foreign corporation in the State
where you are located. This tends to be more trouble than it is worth
for a small business.
A number of years ago, there were some pretty motivating reasons why
you might want to incorporate in States like Delaware and Nevada.
However, times change and so do State laws. For companies that are
privately owned (closely held), there are no substantive differences any
more between the corporate laws of States. If you incorporate for the
purpose of owning and operating a business, the general rule is that you
should incorporate in the state where your main business office is
located.
Can my Delaware corporation do business in my home state and other
states besides Delaware?
Yes. In fact, nearly half of the corporations
listed on the New York Stock Exchange are Delaware corporations. Many of
these corporations conduct business throughout the US and abroad. They
must, of course, conform to the laws of any jurisdiction they enter.
Many states require that any foreign (out of state) corporation qualify
to do business in their state. ActiveFilings.com can assist you in
qualifying your corporation or LLC in any state you choose.
Must I file a D.B.A. ('Doing Business As')?
Individuals and
unincorporated entities that regularly conduct business using an assumed
name (often referred to as a "d.b.a.") must file an assumed
name certificate with the county clerk in each county in which business
premises are maintained. If corporations, limited liability companies or
limited partnerships (entities created by filing with the secretary of
state) do business with a name that is different than the name set forth
in the organizational documents, they must file assumed name
certificates in the county or counties where the registered office and
the principal office are located, and must also file with the secretary
of state.
What is a Registered Agent?
A registered agent is a person designated to receive legal notices,
services of process, and other official documents delivered to the
corporation. All corporations must have a registered agent on file with
the Secretary of State. The address of the registered agent must a
physical address, not a post office box. The person designated to be the
registered agent may be an employee, officer, director, or shareholder
of the corporation, or he or she may not be affiliated at all with the
corporation. Additionally, the registered agent must be available during
normal business hours.
ActiveFilings.com provide registered agent services in every
state. In addition to forming corporations and LLC's in all 50
states,
has a nationwide network of registered agents
that can represent your corporation
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