Showing posts with label LLC. Show all posts
Showing posts with label LLC. Show all posts

Thursday, July 29, 2010

Tips To Follow Business Taxes and other required filing requirements!


If you are a sole proprietor or a partnership:
  • You may need to file sales and use taxes if are engaged selling taxable product(s) or service(s).
  • You may need to file Payroll Taxes if have employee(s).
  • You may need to file local, state and federal estimated taxes based on your income.
  • You are required to file business return(s) end of the year
  • You may need to renew your license(s)
  • You may need to renew your insurance(s)
  • You may need to renew your permit(s)
  • You may need to file excise tax
  • Time to time during the year should prepare cash flow statements to control your receivables, payables and cash in hand. It is a very important element for any business to analyze the current cash flow position and see the strength of the company to run a successful business.
If you are incorporated: for instance; Corporation, LLC, LP, Professional Corporation, Professional LLC Etc.
  • You may need to file sales and use taxes if are engaged selling taxable product(s) or service(s).
  • You may need to file Payroll Taxes if applicable. Officer(s) and member(s) of the company may be exempted depends on the structure of the company.
  • You may need to file local, state and federal estimated taxes based on your income.
  • You are required to file business returns end of the year
  • You are also required to file annual reports or other reports based on your state requirements to keep your company in good standing.
  • You also may request to your state to provide a certificate of good standing or certificate of existence to see if your company is following state guidelines to file taxes.
  • You may need to renew your license(s)
  • You may need to renew your insurance(s)
  • You may need to renew your permit(s)
  • You may need to file excise tax
  • You may need to distribute K-1 among your members or stockholders to file their personal income tax return(s)
  • Time to time during the year should prepare cash flow statements to control your receivables, payables and cash in hand. It is a very important element for any business to analyze the current cash flow position and see the strength of the company to run a successful business.


Check List To Start New Business and Tips to maintain successful business!

  1. Choose the right structure for your business for instance; Sole proprietorship, Partnership, C-Corporation, S-Corporation, Limited Liability Company, Limited Partnership, Non-profit Organization, Professional Corporation, Professional Limited Liability Company or other legal entities and retain a professional if needed to assist you to explain the difference among different business structures as mentioned above.http://bit.ly/cYfl5F
  2. Select the right name for your business to represent your product(s) or service(s) offering to your customershttp://bit.ly/a1Vl9Z
  3. Check the company name availability with the state or county before applying to avoid delay in company registration or possible rejection due to non availability of name with the state of county. http://bit.ly/a1Vl9Z
  4. Check with the state or county processing time to register your company. http://bit.ly/daJo8q
  5. Do you need sales tax permit to collect sales tax from your customers? http://bit.ly/aPVeef
  6. Do you need Employer Identification Number to hire employees or filing taxes? http://bit.ly/8ZTGLC
  7. Do you need workers’ compensation insurance to hire employees? http://bit.ly/aFgzJT
  8. Do you need disability insurance to hire employees? http://bit.ly/96JVi2
  9. Do you need any insurance to safe-guard your assets for instance, Error and Omission or General Liability?http://bit.ly/cYfl5F
  10. Do you need certificate of good standing or certificate of status of your legal entity to open bank account? http://bit.ly/9vfw0O
  11. Do you need any other licenses or registrations before conducting business and avoid delaying starting up a business? http://bit.ly/cYfl5F
  12. Do you need to file annual report, Biennial Statements, Statement of Information, initial report or franchise taxes to complete your business registration? http://bit.ly/b8Dw9m
  13. Do you need to run legal notices to maintain legal status and to complete company registration of your entity? http://bit.ly/cg5lsw
  14. Do you need an accountant to maintain your books and records and filing monthly quarterly and yearly taxes with appropriate departments? http://bit.ly/cfzvoI

Infotaxsquare Tips to maintain successful business

A new business can be a hassle to set up. Your business success depends on your focused attention. The following is a list for maintaining successful business:

  1. Avoid mixing personal finances with your business finances.
  2. Tax planning early in your company’s setup can save you hundreds of dollars later on.
  3. Controlling your collection process will strengthen your cash flow which is critical to a new business.
  4. Take advantage of new tax law changes as they happen.
  5. Timely filing of payroll and sales tax reports to save your money
  6. Timely file annual reports to maintain your company in good standing.
  7. Select right accountant to give you timely advice and planning.

All the best!



To Read More : Check List To Start New Business and Tips to maintain successful business!

Source : Business Documents Filing in 50 States

Tuesday, July 27, 2010

Incorporate in the State of Wyoming

INCORPORATE YOUR BUSINESS IN WYOMING

  • Great Asset Protection Laws
  • No Information shared with IRS
  • Privacy Allowed
  • Shareholders Not Public Record
  • Citizenship Not Required
  • No State Income Tax
  • Best Asset Protection Laws
  • State tax not being considered
  • Wyoming draws little attention

1. Assets Protection
Owners of limited liability companies (LLCs) and corporations receive limited liability protection. Owners' assets cannot be seized as a result of the LLC or corporate liabilities. Due to the privacy protection offered to the shareholders, it is more difficult for any party to track business owners and owners' assets.

2. Freedom
You can operate your Corporation and live anywhere in the world and you do not have to be a US citizen to incorporate in Wyoming.

3. No State Taxes
There are no State taxes in Wyoming on corporations. If you choose to incorporate in Wyoming your company may not pay State taxes at all. If you are comparing Nevada and Wyoming, keep in mind that the Nevada State Legislature is being lobbied hard to install a corporate income tax. Don't gamble that this will not happen. Wyoming never has and never will have a state income tax on corporations. It is one of the only states with a budget surplus!

4. Easy to Move
Wyoming has made it easy to move your existing corporation to Wyoming.


To Read More : Incorporate in the State of Wyoming

Source : Business Documents Filing in 50 States

Incorporate in the State of Nevada

INCORPORATE YOUR BUSINESS IN NEVADA

  • No Corporate Income Tax
  • No Taxes on Corporate Shares
  • No Franchise Tax
  • No Personal Income Tax
  • Nominal Annual Fees
  • Nevada corporations may purchase, hold, sell or transfer shares of its own stock.
  • No Franchise Tax on Income
  • No Inheritance or Gift Tax
  • No Unitary Tax
  • No Estate Tax

1. Privacy:
Shareholder information need not be disclosed to the state of Nevada. Nevada does not maintain public records of shareholder information. Nevada has no Information Sharing Agreement with the IRS. It does not maintain a publicly available database of companies' management. The reporting and disclosure obligations imposed by the state of Nevada are minimal.

2. Assets Protection
Owners of limited liability companies (LLCs) and corporations receive limited liability protection. Owners' assets cannot be seized as a result of the LLC or corporate liabilities. Due to the privacy protection offered to the shareholders, it is more difficult for any party to track business owners and owners' assets.

3. Taxation
Nevada imposes no income tax on either LLCs or corporations, no franchise tax, no tax on capital stock or assets, no capital shares or stock transfer taxes, no state inheritance tax on stock held by non-residents of Nevada.

4. Convenience & Flexibility
Nevada allows one individual to act as the shareholder, director and hold all the executive offices. LLCs and corporations can be headquartered anywhere in the world. Aside from a registered agent address, owners are not required to maintain a physical address within the state. Stock can be transferred instantly and privately, without filing a public notice.

Nevada does not impose a minimum capital investment requirement for LLCs and corporations. Written consent is accepted to serve as a binding resolution adopted by the share holders or directors to approve a particular action. Nevada allows stock to be issued for nearly any consideration i.e. capital investment, services, personal property, real estate, etc.


To Read More : Incorporate in the State of Nevada

Source : Business Documents Filing in 50 States

Choosing Business Entity

It is very important for an individual to choose the right structure from the Beginning to incorporate its business to avoid paying more taxes and facing re-structuring complexities in future. When beginning a business, you must decide what form of business entity and state is appropriate to establish your business. Your form of business determines which income tax return form you have to file. The most common forms of business are the sole proprietorship, partnership, corporation, and S corporation. A Limited Liability Company (LLC) is a relatively new business structure allowed by state statute. Legal and tax considerations enter into selecting a business structure.


MOST COMMON TYPES OF ORGANIZATION:

Sole Proprietorship - this is the easiest method of organizing your business. A sole proprietorship can be conducted by a single individual, or by an individual and his or her spouse. There are no specific filing requirements other than a business license and fictitious business name. The owner is taxed as an individual on the income or losses of the business. The major disadvantage of the sole proprietor is that the individual owner is personally responsible for all debts and liabilities of the business. This means that all of your personal assets, not just the assets of the business, are at risk.

Partnership/ General Partnership - Partnership is a form of business in which two or more sound persons come together to form a new business with the same interest in mind. In Partnership, all partners act towards the single strategic direction and all partners are equally liable. In partnership all partners share profit and losses in the ratio agreed upon. Partners are responsible for the other partner's business actions, as well as their own. Each partner is bound by the acts and representations made by their co-partners in dealing and transacting with third persons.

C Corporation - is an organization that is organized under specific provisions of the General Corporation Law. A Corporation must have corporate officers and bylaws, and must be registered with the State. In addition, the corporation will be taxed at the State and Federal level on its earnings. A corporation offers the protection from personal liability for the owners. This "corporate veil" of protection does not offer protection from liability in the case of fraud, failure to pay taxes, under capitalization of the corporation, or commingling of personal and corporate funds.

S Corporation - Similar to the "C" Corporation, the "S" corporation offers all the benefits of a corporation, but with a different tax structure. S corporations pay no Federal income tax, but pay state level tax. The S corporation's shareholders report the company's income or losses on their personal tax returns.

Limited Liability Company (LLC) - combines the limited liability protection of a corporation with the flexibility and pass through taxation of a partnership. Like the shareholders of a corporation, the owners (members) of an LLC are not personally responsible for the debts or liabilities of the LLC. The LLC has no limitations on who may be involved. The LLC can be managed by its members or by managers.

Professional Corporations (PCs)- are these entities of corporation for which many act of company make the special provision, regulating the use of the corporate form by licensed professionals such as attorneys, architects, engineers, accountants and doctors. A professional corporation is a corporation that is formed for the purpose of providing a professional service that by law a for-profit or nonprofit corporation is prohibited from rendering.

Professional limited liability companies (PLLC's)- are corporations for the purpose of providing professional services. Usually, professions where the state requires a license to provide services, such as a doctor, chiropractor, lawyer, accountant, architect, or engineer, require the formation of a Professional Limited Liability Company (PLLC

Non Profit Organization- A non-profit organization is an organization that does not distribute its surplus funds to owners or shareholders, but instead uses them to help pursue its goals. Examples of nonprofit organizations include charities (i.e. charitable organizations), trade unions, and public arts organizations. Most governments and government agencies meet this definition, but in most countries they are considered a separate type of organization and not counted as nonprofit organizations.

Religious Organization - A religious corporation is a type of religious non-profit organization, which has been incorporated under the law defined by the concerned authorities. It is usually the government, who holds records of non-profit religious organizations, is responsible for regulating these religious not-for-profit corporations, say for instance Secretary of State. These not-for-profit religious corporations are recognized under the law on sub national level and usually Secretary of State of that particular state will be monitoring the activities of such religious corporations.


To Read More : Choosing Business Entity

Source : Business Documents Filing in 50 States

Incorporate in delaware

INCORPORATE IN DELAWARE

According to Delaware Department of State, Division of Corporation’s 2006 Annual Report the number of active business entities in Delaware has grown 50 percent in the last six years to a total of more than 765,000. In 2006, Delaware welcomed more than 145,000. To read more about this report click here

* Delaware is universally recognized as the most corporate-friendly state and the best place to incorporate a Company in the United States. Delaware has been voted by the US Chamber of Commerce as the best legal system in the nation for five consecutive years (Harris Poll State Liability Systems Ranking Study, United States Chamber of Commerce Institute for Legal Reform, 2006)

* Names and addresses of shareholders and directors of a Delaware Company do not appear within public records. Moreover, during incorporation process, there is no obligation to provide this information to the State of Delaware.

* No minimal capital investment in the Company is required

* The Company has no obligation to have a bank account in Delaware.

* The Delaware Company headquarters may be located anywhere in the world. The Company has no obligation to have its headquarters in Delaware, nor to conduct any business in this state. The sole obligation for the Company doing business somewhere other than Delaware is to be represented by a Registered Agent in Delaware

* The same person can be Shareholder, Director and Officer of a Delaware Company. Directors can establish the price they wish for the sale of the Company's shares. They can also adopt, modify or repeal any Company bylaw.

* If the Company does not do business in Delaware, it does not have to pay any income tax to the state.

* If a Delaware Company shareholder doesn't reside in the state, he doesn't have to pay any taxes concerning the Shares.

* There is no sales tax in Delaware.

* If a Delaware Company shareholder doesn't reside in the state, the said shares are not subject to inheritance tax in case of death.

* The Delaware Court of Chancery is the oldest business court in the country and uses judges instead of juries

* Delaware adopted a whole set of corporate laws which are very favorable to companies and which recognize contractual freedom. The "General Law Corporation" of Delaware is one of the most evolved and flexible corporate laws in the United States.


Advantages of Incorporating?

Reduces Personal Liability: In most cases owners are not personally liable for the company's losses or debts. Their investments in the registered company are their only financial risk 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.

Tax Savings: There are a number of tax benefits for doing business under incorporation. Depending on your business income, incorporating a Corporation could lower your tax rate. Careful planning of entity type can result in lower overall tax rates. Even if your small business is quite profitable, a corporation is entitled to so many deductions. For example, as the owner of a corporation, your salary and those of your employees are tax-deductible for the business.

Reduces Likelihood of an IRS Examination: IRS Form 1040 and Schedule C (Profit or Loss from a Business), particularly of higher gross income levels, is the target of many IRS Audits. Incorporated businesses have a much lower audit rate, even if they have high income levels.

Anonymity: A Corporation can be established in such a way that shareholders/owners remain anonymous. Often this same anonymity can be accomplished for officers and directors.

Adds Credibility: A corporate structure communicates permanence and credibility. Even a company with only one stockholder and employee may incorporate.

Easier Access to Capital Funding : With a corporation, investors are easier to attract through the sale of stock.

Easier Transfer of Ownership: Through the sale of stock, ownership of a corporation may be transferred without substantially disrupting operations. The need for complex legal documentation is also reduced.

Shareholders: Your registered company will include shareholders, and you can take the company public. You can also issue stock or stock options to employees. The shareholders have ownership in the incorporated company, the Board of Directors governs the business, and elected officers manage the day-to-day activities. Registered company must adhere to corporate tax laws and file corporate taxes regularly.

Longevity: The board carries on the corporation, not the owner. That means that a corporation formation can last longer than an owner-based company such as an LLC.


Monday, July 26, 2010

Why should I Incorporate?

Incorporating is one of the best ways a business owner can protect his or her personal assets. Most people choose to incorporate solely for this reason, but there are other advantages as well. For example, the corporate business structure saves you money in taxes, provides greater business flexibility, avoids audit chances, better itemization and lets you more easily raise capital.

There are many advantages to incorporate your business. Liability protection of your personal assets is one of the primary reasons why a small business will form a corporation. Incorporating helps to separate your personal assets from that of your business. A corporation is a legal entity that exists separately from its owners or shareholders. Typically, shareholders are not liable for the debts and obligations of the corporation or from any litigation where the corporation is the defendant in most cases. In a partnership or sole proprietorship, the creditors can go after the owner's personal assets if the company assets are not enough to settle a claim in most cases.

In company registration or corporation formation, prospective shareholders exchange money, property, or both, for the corporation's capital stock. A corporation generally takes the same deductions as a sole proprietorship to figure its taxable income. A corporation can also take special deductions for federal income tax purposes; a Corporation is recognized as a separate taxpaying entity. Corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

The profit of a Corporation is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. This creates a double tax. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation.


To Read More : Why should I Incorporate?

Source : Business Documents Filing in 50 States

What is LLC and should I use this for my business?

An LLC is a distinct type of business that offers an alternative to partnerships and corporations, by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.

LLC ( Limited Liability Company ) is considered a very flexible structure to incorporate business. It limits liability and not much paper work involved. Payroll is not required for the members of the LLC like corporations.

Professionals used to mostly recommend for real estate businesses but now a days it is becoming a most suitable structure for all businesses to limit liability and avoid additional paper work involved like corporations. There is no limit for the shareholders like an s-corporation.

Some folks think that they can register their businesses in any state. But technically it is not true. You have to register a business in the state where you are physically located. For example; you are located in New York City and doing retail business where you are subject to collect sales tax from your client. You can not register it in the state of Delaware to avoid sales tax. You can still register your business in the state of Delaware but then you will have to create a foreign entity in the state of New York to conduct business of your Delaware entity. In that case you will have to maintain two states. If in the state of Delaware sales tax is exempted you will have to still pay gross receipt tax and you may wind up paying more taxes.

Same in the state of Alaska sales tax is exempted but there are other taxes involved.

So, most professionals advise to keep it simple and register your business according to your residency.


How to Form a Limited Liability Company (LLC)?

After you decide to form an LLC, articles of organization must be filed with that state and initial fees must be paid. After your articles of organization are filed, your LLC should have an organizational meeting where an operating agreement is adopted, interest certificates are distributed, and other preliminary matters are completed. LLC kit includes all of the information and paperwork to make this process easier.

Publications:A few states require notice to be published in a newspaper that an LLC has been formed. States with this requirement include:

* Pennsylvania (corps only)
* Georgia (corps only)
* Arizona (corps and LLCs)
* Nebraska (corps and LLCs), and
* New York (LLCs only).
Members in LLC: The IRS does allow one member LLCs to qualify for pass-through tax treatment; however, taxation of one person LLCs at the state level may be different.

To Read More : How to Form a Limited Liability Company (LLC)?
Source : Business Documents Filing in 50 States
Incorporate
limited liability company

What is a LLC Kit?

A LLC kit is a binder containing essential items for the maintenance and administration of a corporation or an LLC. Once your corporation has been formed, you must comply with LLC formalities. These formalities include holding initial and annual meetings of directors and shareholders, adopting bylaws, and issuing shares of stock. Our KIT contains the necessary items to make complying with these formalities easy.

What is Limited Liability Company (LLC)?

The Limited Liability Company or LLC is not a partnership or a corporation. Limited Liability Company (LLC) is a relatively new business structure allowed by state statute. An LLC is a distinct type of business that offers an alternative to partnerships and corporations, by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.

Limited liability companies, or LLCs, are becoming more and more popular, and it's easy to see why. The Limited liability Company (LLC) provides the desired limited liability while avoiding some of the drawbacks (like double taxation and excessive paperwork). They combine the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. In addition, they're more flexible and require less on going paperwork than corporations.

Owners of an LLC are called members. Since most states do not restrict ownership, members may include individuals, corporations, other LLCs and foreign entities. There may be unlimited number of members. Most states also permit "single member" LLCs, those having only one owner.

Member owned LLCs are analogous to partners in a partnership or shareholders in a corporation, depending on how the LLC is managed. A member will more closely resemble shareholders if the LLC utilizes a manager or managers, because then the members will not participate in management. If the LLC does not utilize managers, then the members will closely resemble partners because they will have a direct say in the decision making of the company.

A member's ownership of an LLC is represented by their "interests," just as partners have "interest" in a partnership and shareholders have stock in a corporation.


Advantages of forming an S-Corporation

First of all, the tax system for an S-Corporation allows small businesses to operate based on a "pass-through" tax system similar to that of a Limited Liability Corporation (LLC).

When choosing S-Corporation status, the owners pass the profits or losses of the company to the shareholders, who in turn allocate those figures on their personal income tax returns. This method has obvious benefits to a corporation if the owners expect to experience an initial loss in the beginning months of their business.


Saturday, July 24, 2010

Arizona-Changes to Articles of Incorporation or Articles of Organization for Limited Liability Companies

The Corporations Division approves for filing all articles of incorporation for Arizona businesses; all articles of organization for limited liability companies; grants authority to foreign corporations to transact business in this state; propounds interrogatories when necessary to determine a company's lawful purpose; and revokes the corporate charters of those corporations which choose to not comply with Arizona law. The Division collects from every corporation an annual report which reflects its known place of business, statutory agent information, business type, stock information, and officer and director information; maintains this information in a format conducive to public access; responds to public questions concerning Arizona businesses and corporation law; and responds to the needs of the business sector by disseminating whatever information is mission-critical to them in the most expedient and cost-effective manner possible.

Any significant changes to Articles of Incorporation or Articles of Organization for Limited Liability Companies in the form of amendments, mergers, consolidations, dissolutions or withdrawals are also filed with the Division. All filings are public record and available for inspection.

The Corporations Division is comprised of four Sections, with each Section designed to perform specific functions. The Division also provides staffing in the Tucson Office of the Corporation Commission for service to the residents of Southern Arizona.

Any significant changes to Articles of Incorporation or Articles of Organization for Limited Liability Companies in the form of amendments, mergers, consolidations, dissolutions or withdrawals are also filed with the Division. All filings are public record and available for inspection.



To Read More : Arizona-Changes to Articles of Incorporation or Articles of Organization for Limited Liability Companies

Source : Business Documents Filing in 50 States

Friday, July 23, 2010

Six Tax Tips for New Business Owners!

Are you opening a new business this summer? The IRS has many resources available for individuals that are opening a new business. Here are six tax tips the IRS wants new business owners to know.

1. First, you must decide what type of business entity you are going to establish. The type of business entity will determine which tax form you have to file. The most common types of business are the sole proprietorship, partnership, corporation and S corporation.

2. The type of business you operate determines what taxes you must pay and how you pay them. The four general types of business taxes are income tax, self-employment tax, employment tax and excise tax.

3. An Employer Identification Number is used to identify a business entity. Generally, businesses need an EIN.

4. Good records will help you ensure successful operation of your new business. You may choose any recordkeeping system suited to your business that clearly shows your income and expenses. Except in a few cases, the law does not require any special kind of records. However, the business you are in affects the type of records you need to keep for federal tax purposes.

5. Every business taxpayer must figure taxable income on an annual accounting period called a tax year. The calendar year and the fiscal year are the most common tax years used.

6. Each taxpayer must also use a consistent accounting method, which is a set of rules for determining when to report income and expenses. The most commonly used accounting methods are the cash method and an accrual method. Under the cash method, you generally report income in the tax year you receive it and deduct expenses in the tax year you pay them. Under an accrual method, you generally report income in the tax year you earn it and deduct expenses in the tax year you incur them.



To Read More : Six Tax Tips for New Business Owners!

Source : Business Documents Filing in 50 States

Name restrictions to register!

What if a corporation name uses the words "Olympic" or "Olympiad"?
The United States Olympic Committee strictly prohibits the use of the above terms or terminology in corporation names.



Friday, July 16, 2010

Stocks and Shares

What is the difference between Stocks and Shares?

In today's financial markets, the distinction between stocks and shares has been somewhat unclear. Generally, these words are used interchangeably to refer to the pieces of paper that denote ownership in a particular company, called stock certificates. However, the difference between the two words comes from the context in which they are used.

For example ownership of certificates in a particular company is referred to as "shares," or "owning shares." Ownership of shares makes you a shareholder in that particular company. On the other hand, ownership of certificates in multiple companies is referred to as "stocks." Ownership of stocks makes you not only a stockholder, but a shareholder for each particular company as well. So, if investors say they own stocks, they are generally referring to their overall ownership in one or more companies.

The common misconception is that stocks and shares are different things. In reality, they are the same thing but are referred to differently when talking about more than one company.

What does Stock certificate represent?

Ownership in a corporation is divided into shares and each corporation will decide how many shares should be issued and at what price they will sell their shares in the market. Only corporations have the right to sell stocks and issue stock certificates as proof of ownership. Any other forms of business such as sole proprietorships, partners or limited liability companies are not required by law to issue stock certificates or sell shares of the company.

Stock certificate is a proof of ownership of shares in a corporation. They imply that the holder of stock certificate has an ownership in a corporation and they convey certain rights and privileges to the person who holds them. There are many different forms of shares that are provided by corporations and all of them provide stock certificates as proof of ownership or equity in the corporation.

Having stock certificate permits you to attend an annual general meeting of the corporation, to vote on shareholder propositions, to vote for the officers of the corporation and to ask questions of the management of the corporation about any of their actions regarding the company.

What are Authorized Shares?

Authorized shares are the maximum number of shares that a company can issue. State law specifies that shares of stock in the corporation will be issued under the direction of the board of directors. But, in future, the shareholders can set, or limit, the number of shares the directors are "authorized", or allowed, to issue. A company usually authorizes a higher number of shares than required to be able to issue stock in the future.

What are Issued Shares?

Issued shares are the number of shares actually issued, or given out to shareholders by the board of directors. Only issued shares are counted for ownership purposes.

What is the difference between Issued and Authorized Shares?

The board of directors controls the issuance of shares. Authorized shares is the maximum number of shares that the board of directors are authorized to issue to shareholders. The board, usually does not issue all the shares at once, rather it issues shares in phases.

Authorized shares become issued shares when distributed to a stockholder. Shares that are not issued are usually called Un-issued authorized shares. Un-issued shares belong to the corporation and are not considered for shareholders' ownership percentages.

How many Shares are required to be authorized?

Every corporation must have at least one shareholder and one share of stock while filing a Certificate of Incorporation. A corporation can not be a corporation without at least one share of stock. You can have (authorize) as many shares of stock as you want, however, this may increase your filing fees in some cases.

What is Par Value?

A business corporation must sell shares of stock in order to capitalize the corporation, that is, provide the corporation with its own capital, separate from the money of its owners. The nominal dollar amount assigned to the shares or to any security by the issuer is known as Par Value of that share or security.

For a stock, par value is usually a very small amount that stands no relationship to its market price. There is no minimum or maximum value that must be allocated. Shares may also have "no par value," which means that the Board of Directors will assign a value to the stock in future course of business.

Can a corporation issue more shares than it is authorized to issue?

No, the corporation may not sell more shares than it is authorized to issue and it must receive consideration in exchange for its shares.

What is no Par Value Stock?

Stock that is issued without the specification of a par value indicated in the company's articles of incorporation or on the stock certificate itself.

Corporations issue no par stock for flexibility. If the corporation's stock has no par value, then there is no set "price" for the stock. In this case, the directors can raise the "price" of the stock when the corporation becomes more valuable. You see, with no par value stock, the directors decide how much must be paid for the stock each time it is issued to a shareholder.

Is it necessary that a Stock must have a Par Value?

No. stock can be authorized without par value. Generally, in case of small business corporations the stock are called "no par value stock" which merely means that there is no set amount of payment required to purchase the stock of the corporation. Each time stock is issued, the directors will decide how much must be received for the shares.

What is the difference between "par" and "no par" stock?

Par value stock has a stated value on its face. No par value stock has any stated value and its worth depends on what an investor is willing to pay.

How do I calculate stock for my corporation?

You can calculate the worth of your stock by multiplying number of shares with Par value.
You must include all classes of stock, common and preferred, when applying this formula.
For example, the formula works like this for Delaware Corporation.


To Read More: Stocks and Shares

Source: Business Document Filing in All 50 States.


Tuesday, July 13, 2010

What is Limited Liability Company (LLC)?

The Limited Liability Company or LLC is not a partnership or a corporation. Limited Liability Company (LLC) is a relatively new business structure allowed by state statute. An LLC is a distinct type of business that offers an alternative to partnerships and corporations, by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.

Limited liability companies, or LLCs, are becoming more and more popular, and it's easy to see why. The Limited liability Company (LLC) provides the desired limited liability while avoiding some of the drawbacks (like double taxation and excessive paperwork). They combine the personal liability protection of a corporation with the tax benefits and simplicity of a partnership. In addition, they're more flexible and require less on going paperwork than corporations.

Owners of an LLC are called members. Since most states do not restrict ownership, members may include individuals, corporations, other LLCs and foreign entities. There may be unlimited number of members. Most states also permit "single member" LLCs, those having only one owner.

Member owned LLCs are analogous to partners in a partnership or shareholders in a corporation, depending on how the LLC is managed. A member will more closely resemble shareholders if the LLC utilizes a manager or managers, because then the members will not participate in management. If the LLC does not utilize managers, then the members will closely resemble partners because they will have a direct say in the decision making of the company.

A member's ownership of an LLC is represented by their "interests," just as partners have "interest" in a partnership and shareholders have stock in a corporation.

Thursday, March 11, 2010

C-Corporation VS S-Corporation VS LLC

If you're incorporating your small business you may have heard that you should "form corporation" or "C-Corporation."
In a C-Corporation, the corporation pays income tax on profits of the corporation. If the corporation pays a dividend to the shareholders, this money is taxed again as income to the shareholders. It may not be as bad as it sounds, though. If you are working for your corporation you should be paid a salary. This salary is deducted from the income of the corporation before taxes, so it will only be taxed once. Depending on the business, salaries may use up most or all of the profit. As long as the salary is not unreasonably high, the IRS should not challenge it. Fringe benefits for employees such as health insurance may also be deducted by a C-Corporation, but not by an S-Corporation. For a profitable and growing company it may be better to be a C-Corporation. In a C-Corporation profits beyond salaries and other deductible expenses can be used by the company for growth rather than being distributed to the shareholders and creating taxable income for them.
An S-Corporation does not have the double level of taxation, corporate and individual, that a C-Corporation has. Instead, profits and losses are distributed among shareholders who report that income or loss on their own federal income taxes. This is the main advantage to electing S-Corporation status.


Friday, March 5, 2010

Sole Propietorship

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

Unlike a corporation, a sole proprietorship is not considered separate from its owner for tax purposes. This means the sole proprietorship itself does not pay income tax; instead, the owner reports business income or losses on his or her individual income tax return. Note that all business income is taxed to the owner in the year the business receives it, whether or not the owner removes the money from the business

Legally, a sole proprietorship is inseparable from its owner -- the business and the owner are one and the same. As a result, the owner of a sole proprietorship is personally liable for the entire amount of any business-related obligations, such as debts or court judgments. This means that if you form a sole proprietorship, creditors of the business can come after your personal assets -- your house or your car, for example -- to collect what the business owes them.

A sole proprietor can be held personally liable for any business-related obligation. This means that if your business doesn't pay a supplier, defaults on a debt, or loses a lawsuit, the creditor can legally come after your house or other possessions.

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