Before Lawyers Limited files a company a preliminary name check is performed in order to determine if the chosen name is available. Unique names, of course, are more likely to be available than common names and initials.
Is my Corporate Name Available?
How long is the incorporation process?
This entirely depends on the state where you chose to incorporate. The time may also vary depending on the number of orders being processed at the State. Please contact one of our Associates to inquire about current processing times in the state in which you are interested.
What is a registered agent and why do I need one?
States require that a corporation designate an agent responsible for receiving legal documents on behalf of the company. Anyone who maintains a street address (i.e. NOT a mail service) in the State where the company is filed would be eligible. The registered agent should be generally available at the address from 9 am to 5 pm weekdays. Lawyers Limited provides for registered agent service in all 50 states and can arrange for a registered in your state of choice.
What are Articles of Incorporation?
A corporation’s Articles of Incorporation are the documents filed with the state office that brings the company into legal existence. Once the documents are filed the corporation is a legal entity. However, there are additional elements required so that the legal entity that has been created provides the protection and tax savings offered by corporate law. Depending on the nature of your corporation, the documentation requirements could be relatively simple or very complicated. Each state has its own requirements regarding the contents of the articles of incorporation. Please contact one of Companies, Inc.’s helpful associates to determine what the filing requirements are for your potential corporation in your chosen state of incorporation.
What are Bylaws?
The alaws of a corporation are the internal rules and guidelines by which a corporation is to operate. They may specify the rights and duties of the officers, shareholders and directors. They may also specify how the company may enter into contracts, transfer shares, hold meetings, pay dividends and make amendments to corporate documents. They may specify a fiscal year, how the corporate seal is to be used and which offices are required. Most states do not require bylaws to be filed with the state office.
What is a Corporate Officer?
President – Elected by the board of directors and responsible for the implementation of their directives and orders. Handles the day-to-day managerial business of the corporation and defers to the board of directors on matters of policy.
Secretary– responsible for the maintenance of corporate records.
Treasurer– responsible for the management of corporate bank accounts and funds. The board of directors dictates the actual policy.
What is a Corporate Director?
The board of directors acts as a managerial body for the corporation. A corporate director is a member of this body and is generally elected by the shareholders. Each director must attend meetings of the board, which must be held no less than once a year. Directors must make sure that major corporate actions are clearly written and were taken behalf of the corporation. Directors have a fiduciary responsibility to the shareholders to keep their best interests in mind.
Where can I get a Corporate Seal?
A corporate seal is an embosser or rubber-stamp that usually includes the corporate name, filing date and place of incorporation. It is used for official corporate documents and bank accounts. Lawyers Limited includes a corporate seal with the complete corporate kit.
What is a Federal Employer Identification Number?
The “EIN” (also called tax ID number) is assigned to corporations and LLCs for taxation purposes. What a social security number is to an individual, the Federal Tax I.D. number is to the corporation. An EIN is needed to open a bank account and establish corporate credit.
Does the corporation have to issue stock?
Yes. Shareholders are the owners of the corporation, if no stock shares are issued, then there are no legal owners of the corporation. Shares must be issued to those individuals who will be owners of the corporation. This is also the case even if only one individual will own the corporation.
What is Par Value?
“Par value” is the minimum price for which each share may be sold. For a company with shares of “no par value,” the board of directors sets the minimum value for which a share may be sold. The original purpose for declaring par value was to determine the initial state filing fee. Now, many states do not base the filing fee on the minimum allowable value. The sale of shares raises capital for the corporation, allowing corporate funds to remain separate from individual shareholders’ or directors’ funds. There is no minimum number of shares that must be issued but a company may only issue the maximum number of shares approved in the articles of incorporation or as amended.
Must I file a D.B.A. ('Doing Business As')?
A corporation or LLC generally does not need to file a DBA. Filing a DBA does not change the name of your business but allows the company to operate under one or more names in addition to its corporate name. For example, if you would like Bob’s Painting, Inc. to also do business as Bob’s Plumbing, Inc. a DBA may be filed or, for increased liability protection, a separate corporation may be formed. An individual or and unincorporated entity doing business under an assumed name must file an assumed name certificate with the county clerk in each county where one maintain business offices. If you have are a corporation, limited liability company or limited partnership and you do business with a name that is different than the name showing in the articles of formation, the company then must file assumed name certificates in the counties where the registered office and the principal offices are located. The company may also be required to file documents with the secretary of state.
If I incorporate, will doing so prevent others from using my company name?
Incorporation will not protect you from another company or corporation using your name. It will prevent another business from incorporating using the same name or a name that could confuse the identity of the two separate companies, but it is the responsibility of the corporation to protect its good name and reputation. Protecting the name is generally conducted through obtaining a trademark.
Can I protect a trade name nationwide?
There is no national registry for corporate names. However a common practice is to first form a corporation and then to register a trade name as a service mark or trademark in order to protect the name from being used in your line of business.
Can the same person be the shareholder, director and hold all offices of a corporation?
Yes, in most states, one person is allowed to hold all officer and director positions. Of course it would follow that this person would also tend to have sole ownership of any stock issued by the corporation.
Do I need to publish a notice of incorporation?
Most states do not require publication of a notice of incorporation. An exception may be if an unincorporated business is incorporating but it will keep the same name. In that case most states would require a simple notice of incorporation to be published in a local area newspaper for four successive weeks. Some states, such as Georgia, Arizona, Illinois, and Pennsylvania, require the corporate name to be published in a newspaper local in the county of the corporation’s registered agent.
What is the difference between a corporation and an LLC?
These entities are similar in that they provide protection against liability for their members/owners. Both corporations and LLCs are formed according to state law. Corporations are owned by shareholders and managed by a board of directors and officers. An LLC is owned by one or more members and may have one or more managers. Federal tax obligations differ. An LLC is taxed as a partnership by default. That is, the tax is paid by the owners rather than the company itself. For the LLC to be taxed separately from the owners, one must choose this election (8832 form). A corporation is taxed as a separate entity by default. For the corporation to be taxed in a similar fashion to a partnership (an “S” corporation) it must chose this election (2553 form). An LLC may offer increased asset protection when a business owner suffers a personal lawsuit. It is easier for a legal opponent to seize corporate shares than LLC membership. Thus, an LLC is often favored for use in owning investment real estate.
How much will it cost to form and run a corporation?
In most states the only capital required to start a corporation is the state filing fee and any corresponding service fees. Click here for a quick quote. Annual fees include the state fee and the resident agent fees. The minimum annual fee in Delaware, for example is $30. Resident agent fees are $139 annually.