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How do I? Incorporate my business
Deciding on the form of legal entity (e.g., S
corporation or LLP, sole proprietor or LLC) for your new or existing
business can be a difficult decision and one of the most important
decisions you will need to make as a business owner. However, once
you have made the decision to incorporate, all that stands between
you and a new form of legal entity for your business is a few simple
steps.
Step 1: Decide who will do the
incorporation. While in many cases it is a wise move, you are
not required to use an attorney to incorporate your business. An
attorney can provide more assurance that the incorporation process
will be completed properly and can dispense valuable legal advice
but expect to pay for this level of service, somewhere in the range
of $700 to $1,000 (or more).
Doing the incorporation yourself -- while definitely
cheaper than hiring an attorney -- can leave you feeling overwhelmed
and uncertain if you've had little exposure to legal matters. The
online incorporation service Mass corporation Filing (http://www.masscorporationfiling.com/),
can provide a quick, easy and affordable alternative for those
looking to incorporate. However, while these online services can be
more than adequate for a sole proprietor incorporating his/her small
business, because they don't offer legal advice, partnerships and
new entities may want to consider getting additional legal advice
before starting the incorporation process to protect against future
disputes.
Step 2: Choose the name of your
corporation. For existing businesses, choosing the name for your
corporation may be as simple as adding "Inc." to the end of your
business' current name. Most states require that "Corporation",
"Incorporated", or an abbreviation such as "Corp." or "Inc." follows
the corporate name. New businesses should check with the county
clerk where they do business to ensure that the chosen name is not
already being used.
Step 3: Select the state of
incorporation. Although this seems like an obvious choice to
many, in some instances, it can be beneficial to incorporate in
another state. In making the decision of where to incorporate, three
factors must be considered:
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the location of your physical facilities;
the cost of incorporating in the state of
operation vs. qualifying to do business as a foreign corporation
in another state, and;
the advantages and disadvantages of each state's
corporate laws and tax structure.
While small one-location offices usually are best
off incorporating in the state where the business is located, some
businesses choose to incorporate in states with very low or no
corporate income tax, with Nevada and Delaware being the top
choices. When making this decision, you should consult with a
professional such as an accountant or attorney.
Step 4: Choose the corporations officers and
directors. While jurisdictions will vary in their requirements,
most states require that there be at least one director and two
officers in a general for-profit corporation. In most cases, the
required officers are President and Secretary, however, most states
allow one natural person to hold both offices and be the sole
director (as well as sole shareholder) of the corporation.
Additional board members and officers can be elected at the first
official corporate meeting, if necessary.
Step 5: File Articles of Incorporation and pay
required fees. A corporation's "Articles of Incorporation" is
the main filing document which begins the corporation's existence
under state law. This document must be prepared and filed with the
proper state authorities and the required filing fees, initial
franchise taxes, and other initial fees must be paid. Filing
requirements and fees vary by state.
Step 6: Hold the initial corporate meeting.
The most important goal of the initial corporate meeting is to adopt
the corporate bylaws -- the internal operating document for the
corporation -- to complete the incorporation process. Your
corporation's bylaws will detail the responsibilities, rights and
duties of directors, shareholders and officers. These do not
generally need to be filed with the state.
Step 7: Issue stock in the new corporation.
In order for a corporation to be capitalized, shares of stock must
be issued and distributed to the corporation's shareholder(s).
Step 8: Get federal and state identification
numbers (if necessary). Now that your business is incorporated,
you will be responsible for filing separate federal and state
returns for the corporation. If you do not already have
identification numbers with the required federal and state taxing
authorities (if you are an employer, you may already have these
numbers), you will need to get them before the first returns are
due.
Keep in mind that the steps shown above are meant to
be general guidelines -- doing your "homework" is critical and
getting professional assistance is highly suggested to avoid
potential problems in the future. If you are considering
incorporating your business and need additional guidance, please
contact the office for assistance or a referral. |