Specific incorporation requirements in the United States differ on a state by state basis, such as Illinois Business Registration. However, there are common pieces of information that states require to be included in the certificate of incorporation.
- Business purpose
- Corporation name
- Registered agent
- Share par value
- Number of authorized shares of stock
- Preferred shares
- Legal address of the company/corporation.
A business purpose which describes the incorporated tasks a company has to do or provide. The purpose can be general, indicating that the budding company has been formed to carry out “all lawful business” in the region. Alternatively, the purpose can be specific, furnishing a more detailed explanation of the products and/or services to be offered by their company.
The chosen name should be followed with a corporate identifier such as “Corp.”, “Inc.”, or “Co.”. A preliminary name availability search is advisable, prior to the submission of the Articles of Incorporation. In the case of online incorporation, the state will have the final say with regards to the name chosen for the company. The name shouldn’t deceive or mislead consumers.
Registered agents are responsible for receiving all legal and tax documentation on behalf of the corporation. An Inc. is the person who prepares and files the Certificate of Incorporation with the concerned state.
Share per value refers to the stated minimum value and generally doesn’t correspond to the actual share value. In reality, the value of a share is based on its fair market value or the amount a buyer is willing to pay. An Inc. stipulates the exact number of shares the corporation is willing to authorize. It is mandatory for every corporation to have stock. If the corporation is willing to permit both preferred as well as common shares of stock, then this should have a mention in the articles of incorporation, along with the voting rights information. Generally, preferred shares provide its shareholders preferential payments of distribution of assets or dividends, in case the company shuts down its operations. A lot of small business owners only allow shares of common stock.
In offering the Best Online Incorporation Service, we know you will find a number of legal benefits that come with incorporation.
One significant legal benefit of Business Registration And Incorporation is the protection of personal assets against the claims of creditors and lawsuits. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the legal liability (LL) of a business such as loans, accounts payable, and legal judgments. In a corporation, however, shareholders, directors and officers typically are not liable for the company’s debts and obligations. They are limited in liability to the amount they have invested in the corporation. For example, if a shareholder purchased $100 in stock, no more than $100 can be lost. On the other hand, a corporation (Corp.) or a limited liability company (LLC) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy, these assets may be protected. A creditor of a shareholder of a Corp. or LLC cannot seize the assets of the company. However, the creditor can seize ownership shares in the corporation, as they are considered a personal asset.
In the United States, corporations can sometimes be taxed at a lower rate than individuals. Also, corporations can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on the amount of losses a corporation may carry forward to subsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital loss greater than $3,000 unless the owner has offsetting capital gains.
A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation. Ownership in a Corp. or LLC is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in US-DE is not required to be filed or recorded.