“Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem importanAs your business grows it is likely you will find that you need to grow the structure of the business to meet the demands. Many small businesses start out as a sole proprietorship, meaning you are responsible for everything, but soon with increasing income, partners and the need for more capital you may find it is time to change the legal structure to take advantage of tax savings, liability concerns and the ability to raise capital to expand.

Corporations provide the ability for a business to raise capital through share offerings, to exist as their own entity and reduce the personal liability of its owners and shareholders. In addition, there are tax advantages that come with being a corporation – such as the ability to write off health and benefit plans of employees. It is often said that a corporation has a “life of its own” and as such, can exist well beyond the lifetime of the original owners.

However, there are also downfalls to incorporating: You may find that it results in higher taxes overall despite the increased write-offs; the cost of incorporating a business is considerable, and requires a lot of knowledge and legal planning; a corporation is overseen by both local, state and federal entities, which usually requires increased paperwork and compliancy on all levels.

Corporations generally fall under two distinct types: A “C” Corporation (typical) and a Limited Liability Company (LLC). There is also what is known as a Subchapter S Corporation, though this is strictly a tax election only where the earnings and profits are listed as distributions on a personal tax return.

“C” Corporation

A “C” Corporation is the typical model that most corporations follow. Under this model, stock can be sold in the company to raise capital, and is considered a separate taxable entity. After a corporation is formed it exists infinitely as long as yearly fees are maintained.

To form a corporation, you must file “Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem important

business to raise capital through share offerings, to exist as their own entity and reduce the personal liability of its owners and shareholders. In addition, there are tax advantages that come with being a corporation – such as the ability to write off health and benefit plans of employees. It is often said that a corporation has a “life of its own” and as such, can exist well beyond the lifetime of the original owners.

However, there are also downfalls to incorporating: You may find that it results in higher taxes overall despite the increased write-offs; the cost of incorporating a business is considerable, and requires a lot of knowledge and legal planning; a corporation is overseen by both local, state and federal entities, which usually requires increased paperwork and compliancy on all levels.

Corporations generally fall under two distinct types: A “C” Corporation (typical) and a Limited Liability Company (LLC). There is also what is known as a Subchapter S Corporation, though this is strictly a tax election only where the earnings and profits are listed as distributions on a personal tax return.

“C” Corporation

A “C” Corporation is the typical model that most corporations follow. Under this model, stock can be sold in the company to raise capital, and is considered a separate taxable entity. After a corporation is formed it exists infinitely as long as yearly fees are maintained.

To form a corporation, you must file “Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem importan

ind that it results in higher taxes overall despite the increased write-offs; the cost of incorporating a business is considerable, and requires a lot of knowledge and legal planning; a corporation is overseen by both local, state and federal entities, which usually requires increased paperwork and compliancy on all levels.

Corporations generally fall under two distinct types: A “C” Corporation (typical) and a Limited Liability Company (LLC). There is also what is known as a Subchapter S Corporation, though this is strictly a tax election only where the earnings and profits are listed as distributions on a personal tax return.

“C” Corporation

A “C” Corporation is the typical model that most corporations follow. Under this model, stock can be sold in the company to raise capital, and is considered a separate taxable entity. After a corporation is formed it exists infinitely as long as yearly fees are maintained.

To form a corporation, you must file “Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem importan

ter S Corporation, though this is strictly a tax election only where the earnings and profits are listed as distributions on a personal tax return.

“C” Corporation

A “C” Corporation is the typical model that most corporations follow. Under this model, stock can be sold in the company to raise capital, and is considered a separate taxable entity. After a corporation is formed it exists infinitely as long as yearly fees are maintained.

To form a corporation, you must file “Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem importan

“Articles of Incorporation” with your state government. You must also establish a set of bylaws for your corporation. While bylaws do not have to be filed with the state, they are important because they set out the basic rules that govern the ongoing formalities and decisions of corporate life, such as how and when to hold regular and special meetings of directors and shareholders and the number of votes that are necessary to approve corporate decisions. While this may not seem important at first, its value will come into play when stock is issued outside the ownership of the original owners.

Limited Liability Company (LLC)

A Limited Liability Company (LLC) is a hybrid of a “C” Corporation and partnerships. It affords the same protections as a “C” Corporation but allows for the pass-through tax structure of partnerships. It is more difficult to setup an LLC, but it is often easier to run one than a corporation.

One of the biggest drawbacks to an LLC is that a court may treat the LLC as an extension of the owner’s personal affairs, rather than as a separate entity. In this case none of the protections afforded a corporation would apply and you would assume all liability. In order to prevent this from happening it is important that you act fairly and legally in all business transactions, keep the business well funded, keep the business funds separate from any personal funds, and create and maintain an operating agreement.

For taxing purposes, an LLC is taxes through the owner’s personal income taxes. The income and expenses of the business are listed as distributions on Schedule C for sole ownership businesses and IRS Form 1065 for businesses with multiple owners.

LLC and “C” Corporations Compared

Similarities

· Both are considered legal entities and are filed with the state government.

· Both provide limited liability protection; the owners are typically not personally responsible for the debts and liabilities of the business. However, the officers can be held personally responsible for their actions – such as failure to withhold and pay employment taxes.

· Both entities have very few ownership restrictions.

Differences

· Taxation:

o The LLC is a pass-through tax entity – this means that the income or loss generated by the business is reflected on the personal income tax return of the owners.

o A “C” Corporation is a separately taxable entit