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To incorporate, a business entity known as a corporation is formally organized and officially brought into existence to run business operations profitably. The resultant legal entity is a corporation that maintains the company's assets and profits independent of its owners and partners. Almost any country in the world allows for the creation of corporations, which are recognized by using terms like "Inc." or "Corp." in their names. It is the procedure through which a corporate entity is formally recognized as distinct from its owners.

Steps to Incorporate a Business Entity

  1. Decide the Type of Business. Choosing the business structure is one of the more basic and significant decisions. A corporation, S corporation, LLC, partnership, and sole proprietorship are the most prevalent business structures. The owner should select the business structure that makes the most sense regarding operations and strategy over the long run. The business structure selected will also significantly impact tax and liability considerations.
  2. Select the Name of Your Business. Your company name cannot be the same as the name of another local corporation to incorporate. You should also have a unique name to prevent trademark infringement and branding confusion. Owners of businesses going through the incorporation process may be able to hold onto a potential name for 60 to 120 days, depending on the state in which they are incorporated.
  3. Choose an Agent. A registered agent is a person with the authority and capability to accept correspondence and paperwork on the business's behalf. The registered agent doesn't need to be the company owner. For instance, a company's business attorney may act as a registered agent as long as they maintain an office in the state where the business is being incorporated.
  4. Submit the Articles of Incorporation. As mentioned, the articles of incorporation contain a wealth of information about a company, such as the business's name, address, details about its shares, and the incorporator's name. The article of incorporation must be filed with the state, and there will be a filing fee, usually several hundred dollars.
  5. Draft the Bylaws for the Company. In addition to articles of incorporation, companies must draft bylaws to specify voting rights, share issuance procedures, compensation structures, and board of directors procedures. Corporate bylaws provide a more comprehensive set of guidelines for running a business and can be updated to reflect a business's constant changes.
  6. Conduct Board Meetings. At the first board meeting, the members will be tasked with performing an important series of actions. They should formally vote to adopt the articles of incorporation and bylaws, authorize and issue shares of stock, elect officers, and make other operational decisions.
  7. Satisfy any other Requirements. After a business is incorporated, its owner still has additional operational responsibilities. Companies should apply for an employer identification number, open a bank account, file federal taxes, announce the creation of their corporation (if applicable), and file annual reports as required, even though these steps are not related to the actual incorporation process.

Overview of an Incorporation

Incorporation occurs when a business registers with a state to become a distinct legal entity. Even if a corporation has a single owner, it is typically owned by shareholders, who may also be subject to the board of directors' oversight.

  • Drafting articles of incorporation, which include the business's address and main goals, as well as the quantity and kind of stock (if any) to be issued, is the first step in the incorporation process.
  • A company does not have to be incorporated to conduct business. Instead, business owners may choose to function as an LLC, partnership, or sole proprietorship.
  • When it comes to company debt and taxes, these business structures handle things differently than an incorporated entity would.
  • A company that incorporates can issue shares of stock to allow its owners to participate in the company's ownership.

The company's directors are in charge of managing daily operations. They should take care of the business and behave in its best interests, usually once a year. While larger companies typically have a board of twelve or more directors, smaller companies may only have one. The directors are not personally liable for the company's debts, except in fraud cases or certain tax statutes.

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Types of Companies Eligible for Incorporation

In the USA, you can incorporate a variety of company forms. Selecting the ideal organizational structure for your company is crucial before registering it in the USA.

  • Sole Proprietorship: The entity does not have a legal personality, even though you receive a trade name. This implies that the owner is liable for the sole proprietorship's debts. These are suitable choices for low-risk companies or individuals who wish to test a concept before incorporating a business. For more information, click here.
  • Partnership: Working under a common entity name requires the participation of at least two people. Your options include a limited liability partnership (LLP) or a general limited partnership (LP). Partnerships are a wise choice for companies with numerous owners or professional associations. For more information, click here.
  • Corporation C-Corp: This is a typical business corporation that exists independently of its owners for legal purposes. Corporate taxes and the upkeep of financial records are mandated. Businesses that need to raise capital or plan to go public in the future should consider C-corps. For more information, click here.
  • Limited Liability Company (LLC): This structure provides the advantages of both a corporation and a partnership. It protects against personal liability against you if the LLC is sued or files for bankruptcy. LLCs are a wise choice for companies with medium-to-high levels of risk. For more information, click here.
  • Corporation S-Corp: In certain US states, a unique kind of corporation is permitted. Its advantage is that it transfers a portion of earnings—even losses—directly to the owners' personal income without incurring corporate tax. For more information, click here.
  • Corporation B-Corp: When it comes to transparency, accountability, and purpose, benefit corporations, or B-Corps, are different from C-Corps. Usually, a mission and profits are what motivate them. B-Corps' shareholders hold the business accountable for making a profit and guaranteeing a certain level of public benefit. For more information, click here.
  • Corporation Close Corp: A close corporation has a less conventional corporate structure and is comparable to a benefit corporation. For more information, click here.
  • Corporation Non-Profit: These are companies that support charitable organizations and other social causes. The IRS may grant non-profit corporations a tax exemption. They go by the name 501(c)(3) Corporations as well. For more information, click here.
  • Cooperative: It is a building owned and operated by the people who use its services. Profits are typically divided among the cooperative's members. For more information, click here.

Key Terms for Incorporation

  • Ultra Vires: The word ultra vires means "beyond the powers." It characterizes an act that needs legal authority or power but is carried out without that authority.
  • Article of Association: An article of association is a written statement outlining the rules governing a business's activities and goals. Any action of the company must not override it.
  • Limited Liability: An organization can choose a limited liability company or partnership as their legal structure, in which case a corporate loss would not be greater than the capital contributed to the latter.
  • Liquidation: In finance and economics, liquidation refers to the process of shutting down a company and dividing its assets among its creditors.

Final Thoughts on How to Incorporate

A corporation can be a for-profit or not-for-profit organization founded by an individual or group of people with similar goals. Corporations and individuals share many legal rights and obligations. A corporation's limited liability protects its shareholders from being held personally liable for the business's debts.

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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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