S-Corporation Election

Eligibility to elect S corporation status

In order to elect S corporation status, a corporation must satisfy the following requirements:

• The corporation must be a domestic corporation that is organized under the laws of any state of U.S. territory.
• Maintain only one class of stock.
• Maintain a maximum of 100 shareholders.
• Shareholders may only be individuals, estates or certain qualified trusts.
• All shareholders must either be U.S. citizens or residents of the U.S.

How do the shareholders elect S corporation status? 

The election of S corporation status is made by filing Form, "Election by a Small Business Corporation" and filed with the IRS Service Center where the corporation files its corporate federal income tax return. The election of the S corporation status must be unanimously approved by all of the shareholders, as evidenced by having all of the shareholders sign the Form. 

When should the election be filed? 

The Form must be filed on or before the 15th day of the 3rd month of the corporation's tax year in order for the election to be effective as of the beginning of that tax year. A corporation that is on a calendar tax year must file on or before March 15th in order for the election to be effective for that tax year. 

Can the S corporation status be terminated? 

S corporation status can be terminated either voluntarily or involuntarily.

• Involuntarily: An "S" corporation status is involuntarily terminated if any event occurs that would prohibit the corporation from making the election in the first place that is a "disqualifying event". For examples disqualifying event would include having more than 75 shareholders, a shareholder that is other than an individual, estate, or trust, or a shareholder who is a non-resident alien. Generally, the election is automatically terminated as of the date on which the disqualifying event occurs. However, if a corporation has both accumulated earnings and profits as well as passive investment income that exceeds 25 percent of the corporation's gross receipts for three consecutive years, the corporation election will be terminated beginning with the following tax year.
• Voluntarily: An S corporation election may be voluntarily revoked with the consent of shareholders holding more than 50 percent of the outstanding shares of stock (voting and nonvoting) on the day the revocation is made.

After termination or revocation can a corporation , re-elect S corporation status? 

A corporation may not re-elect S corporation status until the 5th year after the year in which the termination or revocation became effective. 

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What is the S-Corporation?

An "S-Corporation" is a regular corporation that has between 1 and 100 shareholders and that passes-through net income or losses to shareholders. An S Corp is a corporation that elects to be treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. Since all corporate income is "passed through" directly to the shareholders who include the income on their individual tax returns, S Corporation are not subject to double taxation.

An eligible domestic corporation can avoid double taxation (once to the shareholders and again to the corporation) by electing to be treated as an S corporation. Generally, an S corporation is exempt from federal income tax other than tax on certain capital gains and passive income. On their tax returns, the S corporation's shareholders include their share of the corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.

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DBA / Assumed Name Registration

What is Assumed Name? 

A fictitious business name, assumed business name, or DBA (doing business as), referred to as allows you to legally do business as a particular name at minimal cost, and without having to create an entirely new business entity. You can accept payments, advertise, and otherwise present yourself under that name.

What is the Sole proprietorship? 

A sole proprietorship is a company with one owner that is not registered with the state as a limited liability company (LLC) or a corporation. In some states, a sole proprietorship is referred to as a DBA (doing business as), as in "José Smith, doing business as Smith Heating and Air Conditioning."

Establishing a sole proprietorship is cheap and relatively uncomplicated. You don't have to file any papers to set it up -- you create a sole proprietorship just by going into business. In other words, if you'll be the only owner of the business you're starting; your business will automatically be a sole proprietorship, unless you incorporate it or organize it as an LLC. Of course, you do have to get the same business licenses and permits as any other company that goes into the same business

http://www.infotaxsquare.com/assumed-name.html

Naming an Entity

Choose the name of your entity carefully. It is very important that your name portray the image you want for your new company. Legally, the name you select must not be "deceptively similar" to any existing company or must be "distinguishable on the record" of your state.

For example, if an LLC named Flower LLC exists in your state, you probably would not be allowed to name your business Flour Limited Liability Company. It is possible that the name you select will not be available; therefore, we ask for a second choice on the Entity order form. Additionally, most states require that the name you select show your business is a limited liability company, by including the words "Limited Liability Company," or the abbreviation LLC. If Corporation include the word "Inc" , " Corp" or "Incorporate" , "Corporate".

http://www.infotaxsquare.com/view_article.php?title=Naming%20an%20Entity&id=124

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State of Alabama

Benefits of incorporation in Alabama may be substantial for your business, if your business is located in another state, your home state’s corporate filing fees and reports may still be required. We can provide you with information about your area so you can decide if Alabama corporation is the right move for you. 

There are a number of business entity types to consider when you are deciding the structure of your Alabama business. The most advantageous entities to form in Alabama are typically corporations or LLCs. Although other entity options are possible, these are the entities that offer the highest level of liability protection in Alabama. As you review the characteristics of incorporating or forming an LLC in Alabama, be sure to keep in mind both the present and future needs of your business. Often, when you start a business it begins as a small organization.

InfoTaxSquare.com files business documents with government agencies for its clients as an authorized representative not limited to Alabama corporation division, Alabama secretary of state and Alabama Department of revenue.

We provide the following services in the state of Alabama to assist and expedite our valued customers. To read more please click the following links:

Free Company Name Search

http://www.infotaxsquare.com/secretary-state/alabama.html

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Payroll Tax Services

All businesses or organizations that have employees is obligated to follow certain federal, state and local laws and procedures regarding payroll-related issues. All employers is responsible for withholding the appropriate taxes (federal income tax, Social Security, Medicare, federal and state unemployment taxes, state and local income taxes, state disability taxes, etc.) from their employees' pay, depositing these taxes into the appropriate accounts, paying the appropriate taxing agencies, and filing all of the associated returns.

Infotax Square tailors its services to meet the needs of each individual client, small or large, from various types of industries. Customers may pick and choose from the following services, or turn over their entire payroll for a full service approach.

http://www.infotaxsquare.com/payroll-service.htm

Retail Food Establishment License

If you are Retail food establishments that conduct any type of food preparation such as meat or cheese grinding, heating foods, sandwich making, operate beverage dispensing machines, prepare sushi, salad bars, or other ready to eat exposed food packaging activity.

http://www.infotaxsquare.com/retail-food-license.htm

What is Foreign Entity or foreign entity qualification?

A foreign business entity is an entity formed under a statute or common law in a jurisdiction other than the state in which your corporation was originally formed. The foreign LLC or foreign corporation is registered with the state where you want to do business. It is also known as Out-of-state entity.

For Example: If your company is incorporated in the state of California, but now you want to expand your business in the state of New York, then you would have to file as a foreign entity within the state of New York. In other words - you must apply for authority to conduct business in New York.

Who should apply for foreign entity? 

All business entities who want to conduct their business in the state other than the state they were formed, must obtain authority to do so from the concerned state department. This process is commonly referred to as "foreign entity qualification" or "register foreign llc" or "register foreign corporation". By doing so, you will get rights to start your business in that particular state.

Typically, an entity needs not to register in another state if it will be conducting only a few isolated transactions in the state.

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Newspaper Publication

Why should I publish legal notice to avoid suspension of my legal entity? 

To form an LLC (Limited Liability Company), Corporation, an assumed and fictitious name in the following states are required to run legal notices in the local news papers assigned by states and counties to avoid suspension of your legal entities.

The States of Pennsylvania, Georgia, Arizona, Nebraska, Florida and New York laws require a Corporation, LLC and assumed name or fictitious name to publish a notice of filing of articles of incorporation, article of organization or business registration in the local Newspaper where entity is located.

What is Legal Advertising? 

Legal advertising is a form of classified advertising usually designated by a State Law or Court system. Legal notices are produced for this purpose and sent for publishing in newspapers that would properly serve the public in a specified area. This is usually judged by the location of the parties involved or the geographical location of a property or business. The legal notices would then be published in the newspaper-classified section and after the full run; the newspaper will create an affidavit of publication. 

What types of legal documents need to be advertised? 

Legal advertising comes in a variety of different forms, including Foreclosure Proceedings, Surrogate's Court Citations, Orders of Liquor License, Summons with Notice (Real Estate and Matrimonial), Partition Notices of Sale, Orders of Name Change, LLC and LLP Notices of Formation, Orders to Show Cause, Co-Op Notices of Sale, Bankruptcy Notices, Real Estate Litigation, and Supplemental Summonses.

An Affidavit of Publication is a sworn, written statement made in the presence of a notary public or a person who is authorized to administer an oath, attesting that the publication took place on specified days. Affidavits of Publication are used in legal proceedings and may be submitted in lieu of having a person appear in court.

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WHAT IS A CORPORATION?

A Corporation is also referred to as a standard corporation. It is also called a C-Corporation or a Regular Corporation. A Corporation is a legal form of organization of persons and material resources, chartered by the state, for the purpose of conducting business and may have an unlimited number of shareholders, which may include shareholders who are foreign citizens. A Corporation may be public - one in which shares is offered for sale to the public or privately held - one in which shares is not sold to the public. Usually shares are held by the founders, by board members and by private investors, such as venture capitalists, who may or may not sit on the board of directors.
Shareholders are protected from the corporation's liabilities. "Double taxation" frequently occurs, because the corporation is taxed on its profits, and shareholders are also taxed on the distributions they receive, such as profit sharing payments or dividends
The most common type of incorporation is the C Corporation, which is a for-profit, state-incorporated business. A company registration is done with state authorities and must abide by corporate laws in the state where it is incorporated.
To incorporate or register company, you will need to register your business name, file a certificate of incorporation or articles of incorporation and pay a fee. You will also need to draft corporate bylaws and hold a board of director's meeting.

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State Employment Withholding Number

Employers that do business in any state of USA are responsible for withholding individual income tax from their employees' pay. ch a tax. An employer may be exempted from withholding in some states if they do business for limited time during a calendar year. Advance approval from the Tax Commission is required.

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What is a Trademark?

A trademark is any word, name, symbol, or device, or any combination, used, or intended to be used, in commerce to identify and distinguish the goods of one manufacturer or seller from goods manufactured or sold by others, and to indicate the source of the goods. In short, a trademark is a brand name.

Trademark rights may be used to prevent others from using a confusingly similar mark, but not to prevent others from making the same goods or from selling the same goods or services under a clearly different mark. Trademarks which are used in interstate or foreign commerce may be registered with the Patent and Trademark Office.

Some people confuse patents, copyrights, and trademarks. Although there may be some similarities among these kinds of intellectual property protection, they are different and serve different purposes.

Reduces Personal Liability: 
Incorporating helps separate an individual's identity from that of his or her business. Insurance may still be necessary, but incorporation contributes an added layer of protection. 

What is the difference between a service mark and a trademark? 
A service mark is used in connection with services, while a trademark is used in connection with tangible goods. The general terms "mark" or "trademark" may be used to describe both trademarks and service marks. 

Do I need to register my trademark? 
No. It is not required that you register your trademark or service mark in order to establish ownership rights. Registration of the trademark creates a legal presumption of the registrant's ownership of the mark and the registrant's exclusive right to use the mark in the state commerce in connection with the goods or services described in the application. 

Do you need to be a corporation to obtain a trademark? 
No. The trademark applicant is the person who owns the mark. Normally, this is the person who produces the goods or who renders the services associated with the mark and who controls the use of the mark. That person can be an individual sole proprietor, a general partnership, a limited partnership, joint venture, corporation, Limited Liability Company, unincorporated nonprofit association or other legal entity. 

What is the duration of registration? 
In Most States Trademark renewals are done every Ten (10) years. 

Can a trademark or service mark be reserved before using it? 
No. A mark must be in use prior to filing with the State. 

What is the difference between a trade name and a trademark? 
A tradename (also know as an assumed name or "doing business as") is the name an owner uses to identify his or her business. A trademark is used to identify the goods and products that an individual or business offers to the public. 

http://www.infotaxsquare.com/trademark-registration.htm

Certified Copies Of Documents

Certified Copies Of Documents

A certified copy is a duplicate of an original document that is certified as a true copy by the officer having custody of the original. Keeping the original of your formation documents or any other state-filed document with your company records records is important. If the original(s) are ever lost or misplaced, requesting a certified copy from the state of formation or qualification is advisable.

Additionally, a certified copy of your company's formation documents is often needed in order to open a bank account or to foreign qualify your company to transact business in another state. Often, Corporations and Limited Liability Companies are required to provide certified documents. For examples:

A Secretary of State may request certified copies when an entity intends to foreign qualify In the event that an individual or entity loses original documents and needs to have copies on file for their internal company records Certified copies are useful for internal record-keeping purposes The most common request is Certified Copies of Articles of Incorporation and All Amendments. Other types of documents for which requests for certification are frequently received include:

• Formations
• Amendments
• Certificates of authority (qualification documents); and
• Dissolutions.

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NEW YORK BUSINESS REGISTRATION ALL TYPES | BUSINESS LICENSES

Benefits of incorporation in New York may be substantial for your business, if your business is located in another state, your home state's corporate filing fees and reports may still be required. We can provide you with information about your area so you can decide if a New York corporation is the right move for you.

There are a number of business entity types to consider when you are deciding the structure of your New York business. The most advantageous entities to form in New York are typically corporations or LLCs. Although other entity options are possible, these are the entities that offer the highest level of liability protection in New York. As you review the characteristics of incorporating or forming an LLC in New York, be sure to keep in mind both the present and future needs of your business. Often, when you start a business it begins as a small organization.

InfoTaxSquare.com files business documents with government agencies for its clients as an authorized representative not limited to New York corporation division, New York secretary of state and New York Department of revenue.

We provide the following services in the state of New York to assist and expedite our valued customers. To read more please click the following links:

http://www.infotaxsquare.com/secretary-state/newyork.htm

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