Incorporated Definition & Meaning

The pros and cons of incorporating a business of any size are generally the same. But, in some cases, the advantages may be felt on a smaller scale for a smaller business while the disadvantages may feel larger. For example, a bigger business doing seven figures annually is clearly going to save a lot more on tax deductions by incorporating than a small business barely breaking even. However, the cost of hiring legal counsel to handle the incorporation process might be a drop in the bucket for a large company, while it may present a significant expense to a small business. Still, businesses of all sizes often find the benefits of incorporating to outweigh the drawbacks. In essence, if you start a business as a sole proprietor (without incorporation, forming an LLC, or another type of business entity), you will be personally responsible for the business debt and financial obligations.

They are only responsible for as much of the money they have invested in the company. Whatever the company does or how much debt it has, shareholders would only ever lose what they have put in. However, if they knowingly and willingly do something wrong or illegal, they are then fully personally liable, so whatever assets they have, personal or otherwise, are fair game in court. Many companies that start out as sole proprietorships or partnerships decide to convert to corporations when they start making more money or need to apply for funding. If you have a business attorney, they can serve as your registered agent as long as they have an office in the state of incorporation.

What is a power of attorney (POA)?

Local governments determine registration, licensing, and permitting requirements, so visit local government websites to find out what you need to do. The documents you need — and what goes in them — will vary based on your state and business structure. The state where you form your business will consider your business to be domestic, while every other state will view your business as foreign. Foreign qualification notifies the state that a foreign business is active there. Some states allow you to register online, and some states make you file paper documents in person or through the mail. John and Kelly’s auto repair shop is officially registered with the appropriate offices.

Shareholders can also receive tax-free dividends if certain regulations are met. Creating an LLC is a much simpler process than creating a corporation and generally takes less paperwork. LLCs are under the jurisdiction of state law, so the process of forming an LLC depends on the state where it is being filed. Most states require filing articles of organization with the secretary of state, and some states allow for them to be filled out online. A few states require an additional step of filing a public notice, often in local newspapers.

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This is usually someone from the office of the incorporation service if a commercial registered agent formed the business. For a corporation, the incorporator subsequently signs Minutes of the Initial Meeting of Incorporator to hand over authority to the initial corporate director or directors of the business. Operating a corporation demands additional expenses that sole proprietorships and partnerships do not. For example, employing a corporate attorney to ensure the company is following business law comes with steep fees. Additional headcount to handle the administrative responsibilities of a corporation is another expense. In some states, corporations may also need to pay other fees by law, like worker’s compensation insurance.

  • Plus from the perspective of investor, a c corporation is a tax wise investment.
  • What actually constitutes “transacting business” will vary from state to state.
  • A corporation must do a decent amount of documentation, counseling, and legwork to defend itself from such an accusation.
  • Though incorporating is more expensive and requires more time to handle administrative manners, there are long-term, strategic advantages to moving on from being a sole proprietor or partnership.

The 14th Amendment was passed by Congress in 1866 and ratified by the states in 1868. Enacted after the Civil War, the disqualification clause aimed to keep former what does it mean to become incorporated Confederate civil and military officeholders from holding state or federal office. But Congress may by a vote of two-thirds of each House, remove such disability.

Can an Individual Be a Corporation?

C corporations are typically companies on an accelerated growth path with multiple classes of stock and foreign shareholders. They have certain tax benefits for offering stock option incentives to employees and reducing capital gains taxes for owners. S corporations are unique for their pass-through tax allowance, which means the company itself does not pay corporate income tax, but instead all shareholders are taxed on the company’s profits and losses. No matter the structure of the corporation, the tax benefits and limited liability implications remain the biggest incentives for incorporation. One of the first steps you must take in the incorporation process is to prepare a certificate or articles of incorporation.

  • At that first meeting, the board members should formally vote to adopt the articles of incorporation and bylaws, authorize and issue shares of stock, elect officers, and make other operational decisions.
  • Partnerships also lack the strong legal structure of officers, a board of directors, and shareholders found in corporations, which are highly attractive to investors.
  • There are significant disadvantages to creating a corporation regarding the amount of complexity involved.
  • A registered agent is necessary to receive official communications from government bodies.






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