Corporate Services

The main advantage to incorporating is the limited liability of the incorporated company. Unlike the sole proprietorship, where the business owner assumes all the liability of the company, when a business becomes incorporated, an individual shareholder’s liability is limited to the amount he or she has invested in the company.

If you’re a sole proprietor, your personal assets, such as your house and car can be seized to pay the debts of your business; as a shareholder in a corporation, you can’t be held responsible for the debts of the corporation unless you’ve given a personal guarantee.

On the other hand, a corporation has the same rights as an individual; a corporation can own property, carry on business, incur liabilities and sue or be sued.

Corporation

• Formed with articles of incorporation
• Regulated by its by-laws
• Managed by board of directors
• Perpetual duration
• Franchise tax on corporation; shareholders may be taxed according to statute

Limited Liability Company

• Formed with articles of organization
• Regulated by operating agreement
• Managed by members or managers
• Perpetual duration or fixed duration
• Pass through taxation for all partners, limited partners are liable only to the extent of contributed capital

Limited Partnership

• Formed with certificate of limited partnership
• Regulated by partnership agreement
• Managed by general partners and limited partners
• Duration is usually a fixed duration
• Pass through taxation for all partners, limited partners are liable only to the extent of contributed capital

General Partnership

• Formed with partnership agreement
• Regulated by partnership agreement
• Managed by the partners
• Duration is fixed
• Pass through taxation to partners

Yes, United Corporate Services takes every opportunity to file your documents in the most expeditious manner possible. Contact a project manager today to coordinate your filing.

Your corporation’s name must be distinguishable from the name of any existing business entity or fictitious name registered to another business entity. States differ in their interpretations of what is distinguishable and some states will allow consent to use name from the entity the name conflicts with.

If you are considering transacting business in more than one state, you should confirm that the name is available in all states before forming your entity. Click here to have United Corporate Services check availability of name. Reserve the name in all states where the corporation will do business. You may also consider registering name as a trademark or service mark if your name will be appearing in advertising or merchandise.

Click here to find out more about our trademark services.

The legal name of your business is required on all legal documents, including your application for tax identification number. If you want to conduct business under a different name, then you would have to file an assumed name form. An Assumed Name or Fictitious Name, or dba, (doing business as) are all terminologies used depending on the state you are incorporated in.

Every entity in most states are required to designate a registered office and a registered agent who can be found in that state. The purpose of the registered agent is to have someone available who can receive service of process in the event of a lawsuit or other official notices from state agency.

United Corporate Services has been acting as registered agent for major corporations for over 40 years. Click here to find out more about our registered agent services.

When deciding which state to incorporate in, consider the following questions:

• What is the tax rate for the state you are considering for incorporation?
• What are the comparative costs of incorporation in a particular state versus the costs of registering to do business as a foreign corporation in that state?
• What are the corporate laws of the state with regard to the rights and responsibilities of corporate shareholders, officer, and directors?
• What are the corporate laws of the state regarding the rights of creditors

Yes, there are other filings that need to be completed. One of which is to obtain a Federal Tax ID (Employer Identification Number). If you need assistance obtaining this number from the IRS, please contact us. Another requirement would be obtaining a business license or permit. Every Business needs one or more federal, state or local licenses or permits to operate. Licenses can range from a basic operating license to very specific permits. Regulations vary by industry, state and locality. Not complying with licensing and permitting regulations can lead to expensive fines. If you need assistance or have questions regarding obtaining your business licenses, Contact us today.

The state in which your business is incorporated and any state where it is qualified to conduct business requires an annual report or franchise tax report filing.

• Annual reports – most states require entities to file an annual report or biennial statement.Filing fees can range from $10.00 to $300.00 or more.
• Franchise tax – some states also have a franchise tax which is a fee paid to the State or Department of Revenue. Each state may use a different method in calculating the fee, which may be based on business revenue or number of authorized shares and par value.

Filing dates for annual reports and franchise taxes vary by state. States filing dates are usually by the anniversary of the formation or qualification. Some states set a due date by corporations and another for LLCs.

Internal record keeping requirements are actions that must be taken within the corporation or Limited Liability Company by the directors, shareholders, members, and/or managers. Internal requirements must be documented as part of company records. It is highly recommended to have these records when selling the company or in the event of a lawsuit.

Corporations are required to hold initial and annual director and shareholder meetings, adopting and maintaining updated bylaws, issuing stock to shareholder, and recording all stock transfers. It is recommended for LLCs to maintain an updated operating agreement, issue membership shares, record all membership interest transfers and hold annual meetings of members and also of managers, if the LLC is manager-managed.

Let United Corporate Services help you keep all your internal documents organized by providing corporate kits for each entity you form. Contact us to request a corporate kit.

If you have any questions you may contact any of our Client Service Representatives at 800-899-8648 or click on the contact us tab on the toolbar.