Which entity I should use when starting a new business ?
 
Entity Characteristics

Sole Proprietorship

Partnership

Limited Liability Partnership

Limited Partnership

Limited Liability Company

S-Corporation

C-Corporation

Formation

Anyone doing business without forming a corporation

By agreement of owners when two parties conduct business together

By agreement of owners, require file with state for creation By agreement of owners, require file with state for creation

Must file with state for creation

Must file with state for creation

Must file with state for creation

Duration

Life of sole proprietor

Dissolve on death or withdrawal of partner

Dissolve on death or withdrawal of partner Dissolve on death or withdrawal of general partner

Dissolve on death or withdrawal of partner

Unlimited

Unlimited

Owner liability

Unlimited liability for sole proprietor

Unlimited liabilitiy for general partners

Unlimited for general obligations of partnership; limited to capital contribution for professional malpractice of a fellow partner Unlimited for general partners; limited to capital contribution for limited partners

Limited to capital contribution

Limited to capital contribution

Limited to capital contribution

Formal Requirements for Operation

Few legal requirements

Few legal requirements

Some requirements, but less than corporations Some requirements, but less than corporations

Some requirements, but less than corporations

Board of directors, officers, annual meetings, and annual reports

Board of directors, officers, annual meetings, and annual reports

Entity Management Characteristics

By sole proprietor

By partners

By partners By general partners

By managers or members

By board of directors

By board of directors

Taxation Issue

The sole proprietor pays taxes in the form of personal income taxes (1040 Sch C)

Partnership has no tax liability. Taxes are paid on an individual income tax level by the partners when profits are passed in the form of income

Partnership has no tax liability. Taxes are paid on an individual income tax level by the partners when profits are passed in the form of income Partnership has no tax liability. Taxes are paid on an individual income tax level by the partners when profits are passed in the form of income

Can elect taxation method. For example, can be taxed as a corporation or partnership

Corporation has no tax liability. Taxes are paid on an individual income tax level by the shareholders when profits are passed in the form of income

Corporation is taxed as well as are the individual shareholders when corporate profits are passed in the form of dividends (this is known as double-taxation)

Taxation Method

Only proprietor taxed

Only partners taxed

Only partners taxed Only partners taxed

Only members taxed

Only shareholders taxed

Corporation taxed; shareholders taxed on dividends (double tax)

Cost of Entity Formation

County filing fee

County filing fee

State filing fee

State filing fee

State filing fees

State filing fees

State filing fees

Transferability of owners' interest

Owner may sell company to anyone

Sale of member interests may take place subject to partnership agreement

Sale of member interests may take place subject to partnership agreement Sale of member interests may take place subject to partnership agreement

Sale of member interests may take place subject to operating agreement

Shares can freely transferable unless shareholders agree otherwise

Shares can freely transferable

 

What is a registered agent or a agent for service of process?

A registered agent or agent for service of process is a person, company or entity designated to receive/accept official documentation on behalf of a corporation. The registered agent or agent for service of process must be a resident of the state of incorporation, age over 18 years old and must be able to receive documentation or service of process (legal documents) during normal business hours. The purpose of a registered agent or agent for service of process is to contact the company at any times whether it is based within or outside of the incorporated State. Please note anyone can become a corporation's registered agent or agent for service of process for example the CEO  of the corporation can also become the registered agent of his corporation  .

What is a corporate kit / LLC Kit?

A corporate kit / LLC kit included bylaws, minutes, seal, stock certificates, LLC certificates, index tabs, binders and etc. Some people called corporate kit as a "minutes books" because it used to file annual minutes for most of the corporation / Limited Liability Company.

Where to buy corporate kit / LLC kit?

The best source to buy corporate kit and LLC kit is from Corporate Kit Supply and its subsidiary company corpkit4less.com. Both companies carry large quantity of high quality binders at the lowest price compare with same design and quality binder with other suppliers in U.S.

Where to buy stock certificates / LLC certificates?

The best sources to buy stock certificates and LLC certificates is from Corporate Kit Supply and its subsidiary company corpkit4less.com. Both companies carry large quantity of high quality certificates at the lowest price compare with same design and quality certificates with other suppliers in U.S.

Where to buy corporate seal / LLC seal?

The best sources to buy corporate seal and LLC seal is from Corporate Kit Supply and its subsidiary company corpkit4less.com. Both companies carry large quantity of high quality seal at the lowest price compare with same design and quality certificates with other suppliers in U.S.

Do we need a corporate kit / LLC kit?

Our professionally designed corporate kit / corporate kits / corp kit / corp kits and LLC kit / LLC kits allow you and/or your clients to protect and organize your company records.  Since corporations are required to retain certain documents such as minutes for shareholders' and directors' meetings, corporation accounting records, and corporate resolutions. Corporate Kit Supply / Corpkit4less.com professionally designed corporate / LLC binders provide the perfect fit to organize and store the above-mentioned important documents. Furthermore, corporate kit / corporate kits / corp kit / corp kits and LLC kit / LLC kits contain necessary documents and items one would need to facilitate the aforementioned organizational formalities and the continuous process of maintaining corporate and LLC records.

What exactly does Corporate Kit Supply / Corpkit4less.com do?

Corporate Kit Supply / Corpkit4less.com is a fully service corporation supplies and provide attorney setup corporation service or attorneys setup corporations services / attorneys setup corp service / attorney setup corp services. Corporate Kit Supply / Corpkit4less.com ship corporate kit / LLC kit / Seal / certificates faster than any competitor therefore some of the clients from Corporate Kit Supply / Corpkit4less.com give them a nick name " Fast  Kit Provider ". Corporate Kit Supply / Corpkti4less.com also sell notary seal for the local store.

What is the meaning of corp kit?

Corp Kit is the abbreviation of corporate kit. The best source and service of corporate kit / LLC kit is from Corporate Kit Supply / Corpkit4less.com.

What are the advantages and disadvantages of incorporating my business?

Incorporation establish your business credibility and prestige, as well as protecting its owners and directors from personal liability. Additionally, the business can raise capital through the sale of shares of stock. Corporations can also be used to own property such as real estate, luxury cars, and investment account for certain tax advantages and for the protection of personal assets from liability. Below is a specific list of some of the advantages and disadvantages of incorporating.

Advantages of incorporating:

Personal liability of the founders is limited to the amount of money invested in the corporation (with the exception of liability for unpaid taxes)  Sale of stock for the purposes of raising capital is often more attractive to investors than other forms of equity  A corporation can continue to exist after the death of its founders.  Stock may be transferred so that owners can distribute their interest in the corporation without the corporation dissolving.  A corporation is a legal entity separate from its owners, so it can enter into contracts, sue and being sued.  Shares of a corporation can easily be distributed to family members and friends.  Corporations have many tax options available, including setting up pension, profit sharing, and stock option plans  

Disadvantages of incorporating:

Corporate income is taxed at both the corporate level and the individual level. In other words, the corporation must pay taxes on its income and an individual must pay taxes on the dividends they receive. Thus, corporate income is subject to what is known as "double taxation."  Maintaining corporate records must be done diligently to afford the owners with the limited liability benefits of a corporation.  Debt financing obtained by the corporation may require a personal guarantee by the owners, thus eliminating the limited liability of the owners for the amount of the loan. 


What is a registered agent and why does my corporation need one?

A registered agent is a representative of the corporation in the state of incorporation. Primarily, the registered agent provides a registered address for the receipt of service of legal papers and as a local contact for the Secretary of State and other government agencies. The registered agent receives notice of any suits, tax notices, etc. and then forwards them to the corporation.

All states require that a corporation incorporated in their territory have a registered agent (New York is an exception, but an address for contact must still be supplied). If your corporation is to be located in the state in which its officers reside, one of the officers of the business can act as its registered agent.

Do I need an attorney to incorporate?

No, you do not need an attorney to incorporate. You can prepare and file paperwork to incorporate the company by yourself, or you can choose to use the professional services an incorporation firm to do the job.

Where should I incorporate?

A corporation is not required to incorporate in the state of its offices, and can incorporate in any of the 50 states. Often the best choice for a corporation is to incorporate in its home state. There are several considerations involved in deciding where to incorporate, including the cost of incorporation, tax laws, and general laws governing the actions and liabilities of the corporation. Typically, if a corporation is closely held and does not plan to do business outside the state in which it is located, it is desirable to incorporate in its home state. Although incorporating a business in its home state may be more costly than incorporating in another state, it will prevent the corporation having to defend itself in a foreign state, should it be sued. Additionally, by incorporating in its home state, a business will not have to pay the fees required to do business as a foreign corporation, which may be more expensive than the cost of incorporating in the first place.


What are the advantages of incorporating my business in Delaware?

Delaware is the most widely chosen state for incorporation. Some of the reasons for this are listed below:

What is a C corporation?

A C corporation is the most common corporate structure. It is a legal entity separate from its owners, and may have an unlimited number of shareholders. A major advantage of any corporate form is that it limits the personal liability of the owners for claims against the corporation. This liability is usually limited to the amount of money invested in the corporation. Additionally, as a separate entity, a corporation has unlimited life, extending it beyond the life of its owners. As an entity with shares of stock representing ownership, financing a corporation through sale of stock is often easier than the sale of interests in other ownership forms such as a partnership. The main disadvantage of a C corporation is taxation. Taxes on a federal level are paid twice on the income of a corporation, once at the corporate level and once again as income tax when the income of the corporation is distributed to the shareholders in the form of dividends. This concept is known as "double-taxation."

What is an S corporation?

An S corporation is a taxation election you can choose when you incorporate. It is not a completely separate form of corporate entity. The Tax Reform Act of 1986 increased the desirability of electing S corporation taxation status. Many small business owners elect S corporation status because it combines many of the advantages of sole proprietorships, partnerships, and corporate structures. 

S corporations have the same basic advantages and disadvantages of C corporations, but they have special tax provisions. In a standard C corporation, the profits are taxed at the corporate level by the federal government. When the profits are distributed to the shareholders as dividends, they are once again taxed as income to the individual shareholder. By electing S corporation status, a corporation does not pay taxes on its profits, and taxes are only paid when dividends are distributed to shareholders as personal income. Thus, by choosing to use an S corporation, a business owner can avoid the often heavy "double-taxation" of a C corporation.

The major disadvantage of S corporation is you personal liable for your corporation's tax.

What is a close corporation?

A close corporation, also known as a closely held corporation, is a corporation in which (1) the stock of the corporation cannot be traded or sell to public; (2) the number of shareholders must be specified, and typically cannot exceed 35; and (3) certain limitations may be placed on the transfer of stock. A close corporation can be advantageous for small businesses.

How many directors and officers does my corporation need to have?

Most states only require a corporation to have one director, however, many states require it to have several officers (traditionally a President, Vice-President, Treasurer, and Secretary). Depending on the state, the number of directors is also dictated by the number of shareholders, with many states requiring a minimum of three.

What documents are required to file for incorporate a business ?

Typically, ALL states require the filing of the Articles of Incorporation and pay corporate filing fees. Pay filing fee and file statement of information every year.