Papers Needed to Incorporate a Business in USA.

Author: Jyoti Jha Chaudhary

Incorporating a business means separating the business entity from the owner. A legal entity separate from its owner and authorized to have much number of shareholders is called a corporation. It is a form of business in which the owner has limited liability and the business entity has unlimited life, extending it beyond the life of the owner. Unlike sole proprietorship and partnership it protects the owner from having his private properties at risk if anything goes wrong with the business.

There are three incorporation options available for a business owner:

(a) C – Corporation: A regular corporation or C-Corporation facilitates limited personal liability to the owner and he doesn't use his personal income tax return to pay tax on the profit from the corporation. Rather the corporation itself pays out the cash to the government at the lower rate than what the owners of other forms of businesses pay. Setting up a corporation means a fair amount of paper work. Lots of legal formalities are to be rendered before starting a corporation.

(b) LLC- Limited Liability Company: Like corporations, LLCs facilitate limited liabilities to the owners but as far as tax payment is concerned, LLCs are more like partnership firms as owners report business income on their personal tax returns. This type of business arrangement does not require as much legal formalities as other forms of business require. This is a reason why it can be a good choice for a new business.

(c) S-Corporation: An S-Corporation is a corporation that has elected a special tax status with the IRS (Internal Revenue Services). This tax treatment allows the income of the corporation to be treated like the income of a partnership or sole proprietorship; the income is transferred to the shareholders. Thus, shareholder's individual tax returns report the income or loss generated by an S corporation. Like an LLC, an S-corporation provides all the limited liability of a regular corporation, while the owners are also taxed for business income. But unlike an LLC, S-corporations must first be regular corporations before applying for this unique tax-paying status and continue following all other corporate regulations. All of this indicates that an S-Corporation business structure requires careful consideration and even expert advice before starting.

In order to qualify for S-Corporation status, the corporation must be a U.S. corporation with not more than 75 of shareholders. It can have only one class of stock. The shareholders must be individuals, estates or certain qualified trusts, who/which consent in writing to the S corporation election. The shareholders can not be non-resident aliens.

The exact papers needed to be files to form a corporation depend on the laws of the state of incorporation. But the most common and demanded paper is the Article of Incorporation.

(1) Article of Incorporation: The Article of Incorporation state the primary rules that governs the management of a corporation. A corporation becomes active on the date that the applicable governmental office in the state of incorporation accepts the Article for filing. Filing an Article of Corporation may cost between USD 80 to 800.

(2) Proof of working officers: Proof to show that the company is run by officers having positions of President, Vice-President and Secretary, is required.

(3) Fictitious Business Name Statement: Fictitious Business name statement is required to be files. This is also known as DBA which is a short form of "Doing Business As". The governments rule to file DBA is based on the reason that in case of any dispute, legal problems it is easy to keep track of companies by the government authorities. But it also helps to have other licenses and permits like opening a business checking account. This is to be filed to the county clerk of the county where the incorporation is to be started.

It is wise to have a registered agent who provides a registered address for the receipt of legal papers. A registered agent also serves 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. However one can become his own registered agent as long as his address is within the state in which the incorporation is to be established. Additionally, there are various sites which help incorporating online without having an attorney.
 

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