| 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:
There is no minimum capital requirement � Because no minimum capital is required, a Delaware corporation can be organized very inexpensively. Many states require a corporation to have at least $1,000 in capital.
Delaware has no sales tax, no personal property tax, and no intangible property tax. Additionally, Delaware state income tax is not levied on corporations not doing business in Delaware.
One person can be the only Officer, Director, and Shareholder. There is no need to bring additional people into a Delaware corporation to fill offices or director positions. Note that many other states require at least three people to fill the officer and director positions. These officers and directors may be indemnified to that their liability is limited.
Delaware has a separate Court of Chancery, a business court system specializing in corporate law. What this means for Delaware corporations is a well-developed body of state corporation law, which helps deliver predictable and consistent legal decisions. Additionally, Delaware has corporation friendly anti-takeover statutes which limit the ability of other corporations to institute hostile takeovers.
Shares of stock in a Delaware corporation owned by non-residents are not subject to any Delaware taxes.
Low incorporation costs. A Delaware corporation can be organized without ever even visiting the state. Furthermore, corporate meetings such as shareholder and director meetings can be held anywhere with no need for contact with the state.
Voting provisions for company decisions can be tailored to require greater-than-majority approval.
Delaware is a very "corporation friendly" state. One of the greatest sources of state income for Delaware is incorporation fees. As a result of the large number of businesses which choose to incorporate in its territory, Delaware has developed an excellent filing system and a very "customer friendly" Corporation Department. Corporations can pay dividends out of both profits and surplus. Directors may be given the authority to make and alter bylaws.
The annual Franchise Tax
on corporations in Delaware is among the lowest of all the
states.
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.