Answers to your important questions
How long has InCorp been in the Incorporation and National Registered Agent business? Our references?
We have incorporated tens of thousands of companies and as of January 2017 have more than 250,000 active clients worldwide. We were incorporated in 1998. You can peruse the many accolades from our clients on our home page and note that there are new ones every day!
Is it costly to incorporate?
This is a common concern among many small business owners because they associate corporations with only the largest business entities. However, forming a corporation is very inexpensive. All of our packages are fully tax-deductible. Our consultants can show you how to completely offset your incorporating costs with real tax savings!
How long does the process take?
We can begin today and in some cases (like Nevada), have your corporation formed within 24-hours. All states differ in the turn-around time of their processing of your corporation. However, through relations with the various state offices, we strive to maintain the fastest turn-around times in the industry. Call and speak with one of our consultants to obtain the average turn-around time for any given state.
Do I have to be present to sign the paperwork when forming a new corporation or LLC?
In most cases, the answer is no. In most states, InCorp assigns itself as the "incorporator" and is able to file all of the paperwork without an officer signature. Some states require the officer's signatures on the Articles of Incorporation. In those cases, we will overnight the documents to you for your signature and have you return them to us, or use a facsimile signature to fulfill the requirement. In either case, you are not required to be present to form your corporation.
How do I get started and what information do I need?
Getting started is easier than you think! Click here to receive one of our information packets, or call us at 1-800-2INCORP (1-800-246-2677) today to speak with one of our consultants. We will give you a free consultation with no obligation to purchase!
What state should I incorporate in?
A lot of companies are out there touting the benefits of incorporating your business in Nevada, Delaware or Wyoming. However, in most cases, the solution just isn't that simple. Oftentimes, companies are required to register their business in the state they are located in and lose all of the benefits of incorporating. Meanwhile, you are out a lot of time and money. At Incorp Services, we analyze your business and structure you according to your needs and the laws of the states you are doing business in. Structuring a business for tax benefits and asset protection is very complicated and oftentimes a cookie-cutter solution just won't do. For more information on which structure is right for you, contact us or go to the information portion of our website.
What legal formalities are required to run a corporation?
First, the corporation is required to file Articles of Incorporation with the state it is registering in. After the company has been incorporated, the company must adopt a set of By-laws. Temporary officers and directors do this during the initial meeting of officers and directors. After the By-Laws have been created and accepted, stock must be issued with stock-subscription agreements. After the stock has been issued, a meeting of shareholders must take place where the shareholders vote on who will be accepted as the officers and directors of the corporation. To the average person, these procedures seem foreign and complicated, however they are very easy and we give you the tools you need to perform these functions efficiently.
Do I have to have a certain income before it makes sense to incorporate?
No. This is a common misconception among small-business owners, usually fostered by advice from an inexperienced accountant. Any seasoned advisor will tell you that incorporating is the first and foremost thing you should do when starting a business. Incorporating (or forming an LLC) will not only save you taxes (no matter what your income) but it will also limit your exposure to IRS audits by separating your personal and business expenses.
I am in a business where I am unlikely to be sued. Should I still incorporate?
Unfortunately, no business is safe anymore from lawsuits. The United States is the most litigious country in the world. In 1992 over 19 million civil lawsuits where filed in this country alone. This trend has been continuing and increasing since then. With the low costs of incorporating, it doesn't make sense not to do so considering the great risks one takes by being unprotected and exposed to litigation.
What is the difference between a "C" Corporation and an "S" Corporation? Which one is right for me?
A "C" Corporation is just a standard corporation filed with the state that you wish to incorporate in. It is subject to the federal corporate tax structure. An "S" Corporation is the same as a standard "C" Corporation but with an "S-Election" (form 2544) filed with the IRS. This entity is known as a pass-through entity, because the income of the corporation is "passed-through" to the individual very similar to a sole-proprietorship. [Side by side comparisons of these entity types]. Determining which entity is right for you is directly contingent upon the type and size of your business and your individual situation. In one of our free consultations, we will be able to assist you in determining which entity is right for you. Contact Us to have one of our consultants help you determine your business needs!
Who should be concerned about asset protection?
The more “attachable” assets we own, the more the reward for successfully securing a legal judgment against us. Anyone with significant accumulated assets is more likely to be sued over a dispute than someone with little or no exposed assets. Even families with modest assets may have a home, savings, personal property they expect to utilize for their family security are at risk of attachment.
What is an "attachable" asset?
Assets become attachable if they are titled (registered) in the name of the defendant to a legal complaint. The judge "attaches" a lien to the title of the property to recompense the plaintiff for damages awarded by the court. If the defendant fails to remit the assessed amount of money to the plaintiff, the awarded property is court re-titled to the plaintiff.
Under what circumstances could a court grant a judgment to a plaintiff?
If the plaintiff successfully argues that the defendant’s action or inaction caused damages directly or indirectly by negligence over events they could have or should have taken greater precaution to oversee. This theory of liability is so broad in scope so as to enable skilled attorneys to prevail in ascribing liability to almost anyone even remotely connected to the event.
I have never had a major claim I didn’t settle or have insurance cover. What should I do?
We cannot control what claims may be surfaced against your family in the future. All insurance companies have numerous exclusions from all property and liability policies. All insurance policies have internal limits on claims payout. Some insurance companies are reluctant to pay any sizable claims and end up being litigated, some win, some lose. Divorce, disputes in business and family are not covered at all. Plans are not expected to render you “bulletproof”, plans are designed to give you a leveraged position in negotiations based on the removal of the judgment tool reward normally relied upon by claimants.
Should an affluent person own nothing in order to thwart opportunists?
A well structured program enables ownership in a legal container (entity) that has impediments to attachment. Such entities permit the family to control the asset fully until an attack emerges. The insulative qualities of such containers make it expensive and difficult to outside penetration and thereby render the asset holder unattractive to claims seeking financial rewards.
What is the difference between INC and LLC?
"LLC" and "Corporation" have many of the same characteristics. The most important characteristic they share is that they both offer limited liability protection to its owners. Typically, shareholders are not liable for the debts and obligations of the corporation; thus, creditors will not come knocking at the door of a shareholder to pay debts of the corporation. In a partnership or sole proprietorship the owner's personal assets may be used to pay debts of the business. With an LLC, the members are not personally liable for the debts and obligations of the corporation. There are many important differences between the corporation and LLC. The entities are taxed differently. An LLC is a pass-through tax entity. This means that the income to the entity is not taxed at the entity level; however, the entity does complete a tax return. The income or loss as shown on this return is "passed through" the business entity to the individual shareholders or interest holders, and is reported on their individual tax returns. With a standard corporation, the corporation is a separately taxable entity. Corporations are treated as a separate legal taxable entity for income tax purposes. Therefore, corporations pay tax on their earnings. If corporate earnings are distributed to shareholders in the form of dividends, the corporation does not receive the reasonable business expense deduction, and dividend income is taxed as regular income to the shareholders. Thus, to the extent that earnings are distributed to shareholders as dividends, there is a double tax on earnings at the corporate and shareholder level.
What is the difference between a "C" and an "S" corporation?
All corporations start life as "C" corporations. As a benefit to small businesses, which meet certain criteria, the Internal Revenue Service allows them to apply (via form 2553) for "S" status. This means that the corporation will be taxed similarly to a partnership, with each shareholder reporting the profit or loss of the corporation on his personal tax return, in proportion to the percentage of shares he holds. This means that if there is a loss the shareholder can use it to offset his other tax obligations. If there is a profit it is taxed once, at the individual's tax rate, rather than twice (a "C" corporation will pay a tax on profits and individual shareholders will be taxed again when those profits are distributed as dividends.)
Are there any drawbacks to being an "S" corporation?
The main negatives are the restrictions. There cannot be more than 75 shareholders; non-resident or non-US citizens may not be shareholders; and the tax year is somewhat inflexible (it usually must end on Dec. 31). Additionally, another corporation cannot own an “S” corporation.
What is the difference between an "S" corporation and a Limited Liability Company?
In terms of reporting income, they are quite similar. The LLC is somewhat less restrictive than the "S" corporation. There can be any number of members, and there are few restrictions on who those members may be. They are also a relatively new entity, so there is not as great a definitive body of tax rulings on them as there is with corporations.
What do the terms "articles," "meeting" "bylaws" and "minutes" mean?
Articles of Incorporation
The Articles of Incorporation is the primary legal document of a corporation; it serves as a corporation’s constitution. The articles are filed with the proper state government to begin corporate existence. The articles contain basic information on the corporation as required by state law.
The organizational meeting completes the formation of the corporation. At the organizational meeting, a number of initial tasks are completed such as: the Articles of Incorporation are ratified; the initial shares are issued; officers are elected; bylaws are approved; and a resolution authorizing the opening of bank account is passed. If the initial directors are named in the Articles of Incorporation, they can hold the organizational meeting. If they are not named, then the organizational meeting is held by the incorporator.
Bylaws are rules and regulations adopted by a corporation for its internal governance. They usually contain provisions relating to shareholders, directors, officers and general corporate business. At the corporation’s initial meeting, the bylaws are adopted. Bylaws are a private document not filed with any state authority.
The Board of Directors and shareholders transact business at meetings, with decisions being typically made by majority vote. Certain formalities must be followed in holding Board of Directors and shareholder meetings. The meetings must be held pursuant to notice. Notice may be waived if the waiver is done in writing. The secretary or other person mailing the notice should complete an affidavit of mailing notice, and the minutes of the meeting should be recorded. The notice document, affidavit or waiver should all be attached to the minutes of the meeting.
Are directors' and officers' names a matter of public record?
Yes. Names and addresses are filed with the state and are therefore available to anyone. Nevada requires this filing annually. They do not require notification of intervening changes.
What is the responsibility of the president, treasurer and secretary?
What is the responsibility of the president, treasurer and secretary? The president is typically responsible for entering into contracts on behalf of the corporation; the treasurer is responsible for maintaining and accounting for corporate funds; and the secretary is responsible for observing corporate formalities and maintaining corporate records. In addition to these required officer positions, a corporation may also have vice presidents and/or assistant secretaries or assistant treasurers. Typically, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description. The President: The president has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the Board of Directors. The Board of Directors usually elects him or her. The Treasurer: The treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts. Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day-to-day basis. The Secretary: The secretary is typically responsible for maintaining the corporate records.
What are the directors' and officers' corporate liability?
Under normal circumstances, officers, directors, managers, etc. do not have personal liability for lawful acts of the corporation. In addition, in Nevada statutes, the owners are not the “appropriate” party to a lawsuit. The company may also indemnify any officer, director, manager, etc. from personal liability.
What is a Board of Directors?
The Board of Directors is essentially the management body for the corporation. Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. In addition, the board may also elect the president. The officers and employees under the directives and supervision of these directors carry out ordinary business practices of the corporation. The directors must act collectively for their votes and decisions to be valid. That's why directors may only act at a Board of Directors meeting. This, however, requires certain formalities. One such formality is that the directors all must be notified of a forthcoming meeting in a prescribed manner, although this can be waived or provided for in the corporation's Articles of Incorporation or bylaws. For a directors' meeting to be valid, there must also be a quorum of directors present. A quorum is usually a majority of the directors then serving on the board; however, the bylaws may specify another minimum number or percentage. The Board of Directors must meet on a regular basis (monthly or quarterly), but in no case less than annually. These are the regular board meetings. The board may also call special meetings for matters that may arise between regular meetings. In addition, boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted. The first meeting of the Board of Directors is important because the bylaws, the corporate seal, stock certificates and record books are adopted. Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation's. The board must also act prudently and not negligently manage the affairs of the corporation. Finally, the board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others. This means that the board must be very careful to document that each board action was reasonable, lawful and in the best interests of the corporation. This is particularly true with matters involving compensation, dividends and dealings involving officers, directors and stockholders. The record or corporate minutes of the meeting must include the arguments or statements to support the board's action and they must detail why the action was proper.
Can you change the directors or add new ones?
You can change or add new directors anytime. If you want the Secretary of State to record the change, you have to submit a new Annual List of Officers and Directors.
What do we do if there are more directors than the order form allows?
Simply attach an additional sheet with the additional officers or directors
If I have a Nevada corporation, but I am doing business in California, do I also need a Nevada business license?
Yes. With very few exceptions, you need a Nevada business license even if you are not doing business within the State of Nevada.
What is a "Corporation Sole"
A corporation sole can legally engage in any activities that any other non-profit corporation legally can. Corporation sole statutes, having come about largely because of the influence of the Roman Catholic Church, specifically reserve the office of corporation sole to Bishops, Archbishops, Cardinals, and other heads of church dioceses. A corporation sole is legally classified by all states that legally recognize them as non-profit corporations. For all practical purposes, the only difference between a corporation sole and a corporation aggregate is that the corporation sole doesn't have a board of directors -- it only has one ("sole") officer. Since corporate laws have changed in most states to now permit the formation of single-officer non-profit corporations, there is, for all practical purposes, no difference between them and the corporation sole. The IRS classifies corporation soles as non-profit corporations. Contrary to the urban legends being spread by corporation sole hucksters, the IRS does NOT classify any corporation sole as 508c1A mandatory exception organizations. For tax purposes a corporation sole is treated no differently than any other non-profit corporation. Whether you choose to organize as a corporation sole or a corporation aggregate is legally and for tax purposes the same result. It simply makes no difference one way or the other. If you can do it with a non-profit corporation aggregate you can do it with a corporation sole. If you can't do it with a non-profit corporation aggregate you can't do it with a corporation sole, and if you do try to do it you might get charged with tax fraud.