Incorporating Your Business For Dummies E-Book

• Herausgeber: John Wiley & Sons
• Kategorie: Fachliteratur
• Sprache: Englisch

Seitenzahl: 415

Veröffentlichungsjahr: 2011

Beschreibung

If you're a business owner, incorporation can help you protect your personal assets and cut down your tax bill. But all the paperwork and legalese can make incorporation seem like more trouble than it's worth. Incorporating Your Business For Dummies offers all the savvy tips you need to get incorporated -- starting today! Whether your business is big or small, incorporating isn't as simple as it could be. This handy reference makes incorporation make sense, and guides you through the process step by step. From handling the mountain of paperwork to getting back to business once you're finished, Incorporating Your Business For Dummies offers a wealth of helpful advice on these and many more topics: * Knowing whether or not incorporation can help you * Choosing the type of entity that will work best for your business * Dealing with shareholders and shareholder agreements * Transferring money and assets in or out of the corporation * Documenting corporate actions and maintaining compliance * Finding the right attorney, accountant, tax advisor, and other professionals Written by the experts at The Company Corporation, who handle more than 100,000 incorporations every year, this helpful book offers the kind of advice you can only get from professionals -- but in a user-friendly, lingo-free format. Whether you just want a little help with the paperwork, or don't even know what a corporation is, you'll find everything you need to know: * What limited liability means * Corporate statutes, bylaws, and articles * Choosing directors and assigning duties * The benefits of S corporation status * Deciding where to incorporate * Registering corporate names and domain names * Balancing equity versus debt * Understanding shareholder rights * Getting your financial information in order * Hiring a professional to help with corporate compliance If you want step-by-step help on setting up your corporation, dealing with the paperwork, and getting off on the right foot, Incorporating Your Business For Dummies is the only resource you need. Packed with the kind of tips and advice you'll find nowhere else, it's the uncomplicated way to get incorporated.

Leseprobe

Incorporating Your Business For Dummies®

by The Company Corporation®

Incorporating Your Business For Dummies®

Published byWiley Publishing, Inc.111 River St.Hoboken, NJ 07030-5774www.wiley.com

Copyright © 2001 by Wiley Publishing, Inc., Indianapolis, Indiana

Published simultaneously in Canada

No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Sections 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, 222 Rosewood Drive, Danvers, MA 01923, 978-750-8400, fax [phone]. Requests to the Publisher for permission should be addressed to the Legal Department, Wiley Publishing, Inc., 10475 Crosspoint Blvd., Indianapolis, IN 46256, 317-572-3447, fax [phone].

Trademarks: Wiley, the Wiley Publishing logo, For Dummies, the Dummies Man logo, A Reference for the Rest of Us!, The Dummies Way, Dummies Daily, The Fun and Easy Way, Dummies.com, and related trade dress are trademarks or registered trademarks of John Wiley & Sons, Inc. and/or its affiliates in the United States and other countries and may not be used without written permission. All other trademarks are the property of their respective owners. Wiley Publishing, Inc., is not associated with any product or vendor mentioned in this book.

LIMIT OF LIABILITY/DISCLAIMER OF WARRANTY: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages.

For general information on our other products and services or to obtain technical support, please contact our Customer Care Department within the U.S. at 877-762-2974, outside the U.S. at 317-572-3993, or fax [phone].

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Library of Congress Control Number: 00-110787

ISBN: 0-7645-5341-0

Manufactured in the United States of America

10 9 8 7

1O/SR/QV/QS/IN

About the Authors

The Company Corporation was founded to provide entrepreneurs and small business owners the opportunity to get the same savings and legal benefits enjoyed by the largest corporations in America at a reasonable and affordable cost. Today, The Company Corporation is the largest direct incorporating company in the United States. The company has more than 20 offices strategically located throughout the United States and files corporations, limited liability companies, and other business entities in all 50 states.

According to Dun & Bradstreet Information Services, over 800,000 new corporations were formed in the United States last year. The Company Corporation and its affiliated companies formed over 125,000 of these, which equates to 1 out of every 7 new corporations established in the United States.

The Company Corporation is a subsidiary of the privately held Corporation Service Company (CSC). CSC is an industry leader serving the major corporate law firms and the corporations they represent with public record document filing, retrieval, and registered agent services.

Since 1899, CSC and its affiliated companies have provided incorporation and business services to the entrepreneurial, legal, and corporate communities. In fact, the founders of the company were instrumental in preparing the corporate laws of the State of Delaware, the world-renowned standard for corporate governance.

The Company Corporation was the first incorporation service company to provide easy access to online incorporations. In fact, 60 percent of business formations conducted with the help of The Company Corporation are completed online at www.incorporate.com. The company is the designated incorporation services provider on many prominent small business sites.

The Company Corporation maintains a staff of highly trained personnel skilled in the incorporation process who assist the hundreds of entrepreneurs who call toll-free (888-811-0111) every day to form their companies. These Incorporation Specialists answer state-specific questions as well as numerous calls from business owners abroad in countries all over the world.

In addition to filing corporation and limited liability company formation documents with each state, The Company Corporation services thousands of clients daily, providing a wide range of corporate services including registered agent services, corporate kits, publications, document retrieval, plus many other small business and corporate services. These services include domain name registration; Web site development tools; mail forwarding in Delaware and Nevada; Tax-on-Time® Service in Delaware; and Compliance Watch SM at www.compliancewatch.com Compliance Watch is an online state-specific corporate compliance service designed to help business owners keep track of required corporate formalities.

Carl R. J. Sniffen: With a degree in journalism from the University of Kansas and a law degree from the University of Missouri–Kansas City, Carl has been actively engaged in the practice of business law, arbitration, and mediation for more than 20 years. His areas of emphasis include working with small business clients on a variety of business-related issues, nonprofit and tax-exempt entities, and community service organizations.

Carl has written or co-authored a number of business-related books, including A Company Policy and Personnel Workbook, Developing Company Policies, The Essential Corporation Handbook, and Starting and Operating a Business in Oregon.

Carl has also written articles for various publications pertaining to tax and legal implications of special events. He has contributed subject matter expertise to The Company Corporation in the development of its Compliance Watch service.

Carl lives, works, and plays in Grants Pass, Oregon, along with spouse Barb, sons Neil and Brian, and wayward dogs Bert and Bailey. Since 1995, Carl has served as the head cross-country coach and assistant track and field coach at Grants Pass High School.

About the Technical Reviewer

THE COMPANY CORPORATION IS AN INCORPORATION SERVICE COMPANY AND DOES NOT OFFER LEGAL OR FINANCIAL ADVICE.Matthew J. O’Toole: Matthew is a partner of Morris, James, Hitchens & Williams LLP in Wilmington, Delaware. Mr. O’Toole concentrates his practice on corporate and business law, focusing particularly on the organization and operation of Delaware corporations, limited liability companies, general partnerships, limited partnerships, and business trusts. He also advises clients on intellectual property matters, including trademark registration applications and licensing issues. Mr. O’Toole recently served on the Technology Update Committee estabilished by the Council of the Corporation Law Section of the Delaware State Bar Association, which comprehensively reviewed Delaware’s General Corporation Law to study and recommend changes to that statute to accommodate current technology. He is a regular speaker at seminars and an author of articles regarding Delaware business entities.

Dedication

To all the visionary entrepreneurs and business owners in the world who have the “great ideas” and the determination to bring them to the marketplace.

Authors’ Acknowledgments

The Company Corporation: In preparing Incorporating Your Business For Dummies, The Company Corporation relied on the advice and assistance of a number of talented individuals whose contributions made this book possible. First and foremost, we’d like to thank Carl R. J. Sniffen for contributing his valuable legal expertise in writing this book. Special recognition is also due to Lori Goldman from The Company Corporation for her ongoing insight and editorial contributions and suggestions, and to Stephen Demarest, Associate General Counsel for The Company Corporation and CSC for his thoughtful and professional review of the manuscript. A special thank-you goes to our Chairman Dan Butler and CEO Bruce Winn for guiding our company into its second 100 years of service to the business community.

In addition, we are indebted to Mark Butler, Senior Acquisitions Editor, who saw the need for a book on this important subject, and to editor Colleen Esterline, whose efforts carried it through to completion.

Our sincere thanks also go to attorney Matthew J. O’Toole of Morris, James, Hitchens & Williams LLP, who served as technical reviewer for the project.

A final acknowledgment goes to the staff of Incorporation Specialists at The Company Corporation who respond to thousands of queries each month from entrepreneurs all over the United States and abroad who need help starting their companies. Equipped with knowledge and confidence, they are dedicated to providing exceptional customer service and exceeding customer expectations.

Carl R. J. Sniffen: Writing is a challenge. Thanks to my wife Barb and sons Neil and Brian for putting up with me for so many years and for their never-ending love, encouragement, and support. Thanks also to my many business clients who never hesitated to tell me, “Explain it in a way that I can understand.” I need to thank Ali Rapose who helped me survive a few computer crashes during this project and traveled the Internet to retrieve articles of incorporation from every state. Finally, thanks to the Grants Pass High School cross-country and track athletes who provide a wonderful respite from business law and always manage to keep me on my toes.

Publisher’s Acknowledgments

We’re proud of this book; please send us your comments through our Dummies online registration form located at www.dummies.com/register/

Some of the people who helped bring this book to market include the following:

Acquisitions, Editorial, and Media Development

Project Editor: Colleen Williams Esterline

Acquisitions Editor: Jonathan Malsyiak

Acquisitions Coordinator: Lauren Cundiff

Technical Editor: Matthew J. O’Toole of Morris, James, Hitchens & Williams LLP

Senior Permissions Editor: Carmen Krikorian

Editorial Administrator: Michelle Hacker

Media Development Manager: Laura Carpenter

Editorial Assistant: Carol Strickland

Cover Photos: © 1998 Ken Reid / FPG International LLC

Composition

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Indexer: York Production Services, Inc.

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Publishing for Technology Dummies

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Contents

Title

Introduction

What You Shouldn’t Expect

About This Book

What You’re Not to Read

Foolish Assumptions

How This Book Is Organized

Icons Used in This Book

Where to Go from Here

Part I : Is a Corporation Really for Me?

Chapter 1: What’s a Corporation?

Defining Corporations

The Structure of Corporations

Puzzle Pieces for Incorporation: Statutes, Articles, and Bylaws

The Past Paves the Way for the Present

Looking to the Future of Corporations

Chapter 2: Choosing an Entity That Works for Your Business

Reaping the Benefits of Incorporation

Incorporation Might Not Be for Me If . . .

What Other Types of Business Entities Are There?

Converting to a Corporation

Chapter 3: Getting My Ducks in a Row — A Pre-incorporation Checklist

Choosing a Name

Deciding Where to Incorporate

Picking Directors and Assigning Duties

Assigning Officers and Their Duties

Things to Know about Shareholders

Capitalizing the Corporation