When a business organization incorporates, it creates an entity (or “person”) that is separate and distinct from its owners. Corporations have tax, liability, and other advantages. Some common types of corporations are:
While most people associate corporations with large, multinational businesses, small business also can incorporate.
Each state has its own incorporation laws and procedures. However, you typically must draft a series of documents, including articles of incorporation and bylaws, and pay a fee. You also must designate a corporate name, including a legal ending (such as “Inc.,” “Corp.,” or “Ltd.”).
1. Articles of Incorporation
Articles of incorporation establish your corporation’s existence. (Sometimes, this document is called a “charter,” “certificate of incorporation,” or “letters patent.”) You must file your articles of incorporation with your state’s business agency. Typically, it must include:
Your state may offer a standardized form, or a business lawyer can draft your articles of incorporation from scratch.
2. Corporate Bylaws
Most (but not all) states require corporate bylaws. However, even if your state does not require them, it may be in your best interest to draft formal bylaws. Bylaws document your corporation’s policies and procedures and help with corporate compliance. They may discuss:
Your bylaws should clearly set out how your corporation will operate. If you need help drafting bylaws that comply with state and federal laws, contact a business lawyer.
3. Pay Fees and File Paperwork to the Secretary of State
If you’re incorporating a business, then you’re already familiar with your Secretary of State. Make sure you file the paperwork, pay the necessary fees, and take any other steps that your state might require you to complete.
You must also register your incorporation with the Internal Revenue Service (IRS) and be sure to file the correct form based on the type of incorporation.
There are many pros and cons to incorporation. Some of the benefits include:
Whether you are incorporating a small business from scratch or are purchasing an existing one, it is important that you contact a business for advice. Incorporation laws vary from state-to-state. Additionally, you must follow specific procedures after incorporation to maintain your corporate status. An experienced business lawyer can help you understand your state’s procedures and ensure your business’ compliance.
Last Modified: 04-30-2018 10:57 PM PDTLaw Library Disclaimer
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