Streetwise Incorporating Your Business: From Legal Issues to Tax Concerns, All You Need to Establish and Protect Your Business

by Cagan, Michele

ISBN13: 9781598690941

ISBN10: 1598690949

Format: Paperback

Pub. Date: 2007-06-01

Publisher(s): Adams Media Corp

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Summary

Incorporating your business can provide numerous legal and financial advantages-it also has long-term ramifications on how you manage and structure your organization. Streetwise[Registered] Incorporating Your Business not only educates you about the benefits of incorporating your business, it also helps you determine which corporate form and structure will be the most advantageous for your personal circumstances.

Dedication	p. viii
Introduction	p. ix
Getting Started	p. x
Making the Choice to Incorporate	p. 1
How Structure Impacts Your Business	p. 2
A Brief Look at the Choices	p. 4
Consider These Factors	p. 7
Why Incorporating Is Better	p. 11
Understanding the Disadvantages	p. 12
Is It Time to Switch?	p. 14
Meet the Different Corporate Types	p. 15
"C" Means Regular	p. 16
Making the "S" Election	p. 16
Small Corporations Get Close Status	p. 18
Professional Corporations	p. 21
Not-for-Profit and Tax-Exempt	p. 23
State Law Rules	p. 25
Foreign or Domestic Is a State Distinction	p. 25
The Best Things About Incorporating	p. 29
Limited Liability	p. 30
Tax Advantages	p. 31
Access to Capital	p. 34
The "Serious" Factor	p. 35
Trouble-Free Transfers	p. 36
Get Your Business Ready to Go	p. 39
Test Your Ideas with a Business Plan	p. 40
Transforming an Existing Business	p. 43
Is Your Company Eligible for Regular Incorporation?	p. 45
Coming Up with a Name	p. 46
This Is Tricky, So Use a Lawyer	p. 51
Add an Accountant to the Mix	p. 53
Some Business Basics	p. 54
Understanding Corporations	p. 56
The People	p. 57
Corporations Are "People"	p. 58
Incorporators Get Things Going	p. 59
Shareholders Are the Owners	p. 60
The Board Directs Everything	p. 62
Meet the Officers	p. 66
The Paperwork	p. 69
Articles of Incorporation	p. 70
Corporate Bylaws	p. 71
The Shareholders' Agreement	p. 73
Keeping the Minutes	p. 75
Corporate Resolutions	p. 77
Stock Certificates	p. 79
Taking Stock	p. 81
Corporate Capital Structure	p. 82
Different Types of Stock	p. 84
Authorizing Shares	p. 86
A Look at Par Value	p. 88
Issuing and Selling Shares	p. 90
What About Dividends?	p. 92
Get to Know Securities Laws	p. 95
Meet the SEC	p. 96
Federal Securities Laws	p. 98
State Securities Laws	p. 99
The Basics of Exemptions	p. 101
Private Offerings	p. 102
Regulation D Is Your Friend	p. 104
All About Limited Liability	p. 107
What Is Limited Liability?	p. 108
The Goal Is to Protect Yourself	p. 108
More Liability Than You Realize	p. 111
Corporations Provide a Shield	p. 113
Some Things Are Not Covered	p. 115
Piercing the Veil	p. 116
Creating Your Corporation	p. 118
The "Where" Decision	p. 119
Why "Where" Matters	p. 120
The Home-State Advantage	p. 121
Setting Up in Delaware	p. 122
Setting Up in Nevada	p. 124
Interstate Business	p. 126
Operating As a Foreign Corporation	p. 128
Filing the Articles	p. 131
Visit Your Secretary of State	p. 132
Getting the Name Right	p. 133
Information to Include	p. 136
Choosing a Registered Office and Agent	p. 137
Have Your Attorney Cross the T's	p. 138
Filing Your Articles	p. 140
Even More Paperwork	p. 143
Signing in the Corporate Name	p. 144
Licenses, Permits, and More	p. 144
Retitling Assets	p. 147
Set Up the Corporate Bank Account	p. 149
The Corporate Records Book	p. 150
How to Create the Bylaws	p. 150
The Work Begins	p. 155
The First Board Meeting	p. 156
Issuing Shares	p. 156
The First Shareholders' Meeting	p. 159
Applying for "S" Status	p. 162
The Case for Close Corporation Status	p. 166
A Solid Shareholders' Agreement	p. 169
Agreement Now Avoids Problems Later	p. 170
Remember S-Corporation Restrictions	p. 171
Different Regulations Govern Close Corporations	p. 173
Voting Rules	p. 174
The Basics of Buy-Sell Provisions	p. 175
Situations in Which Shareholders Must Withdraw	p. 178
How Much Are Your Shares Worth?	p. 179
In the Absence of an Agreement	p. 182
Maintaining Your Corporation	p. 184
Corporate Formalities	p. 185
Regular Board Meetings	p. 186
Annual Shareholders' Meetings	p. 187
Special Situations Call for Special Meetings	p. 188
Taking a Vote	p. 190
Keeping the Minutes	p. 193
Filing Annual Reports	p. 194
How to Avoid Penalties	p. 195
The Importance of Preserving Limited Liability	p. 197
The Advantages of Limited Liability	p. 198
Why Your Corporation Needs Insurance	p. 199
Keeping Things Separate	p. 201
When the Veil Is Pierced	p. 204
Charging Orders	p. 208
Surviving Lawsuits	p. 209
Day-to-Day Business Issues	p. 213
The Business of Business Is (Mostly) the Same	p. 214
Amending Your Articles of Incorporation	p. 216
Maintain a Strong Corps of Professional Advisors	p. 217
Determining Optimal Salaries	p. 222
The Corporate Home-Office Advantage	p. 224
Getting Additional Financing	p. 225
Accounting Matters	p. 231
What Kinds of Records Should You Keep?	p. 232
Introduction to Basic Bookkeeping	p. 233
Unique Corporate Transactions	p. 236
A Special Equity Section	p. 238
Financial Statements Track Success	p. 241
Perform a Ratio Analysis	p. 245
Leaving Your Corporation	p. 251
Deciding When It's Time to Leave	p. 252
Look Back at Your Shareholders' Agreement	p. 253
Keeping It in the Family	p. 254
Selling Your Business	p. 257
Dissolving the Corporation	p. 260
When Dissolution Is Involuntary	p. 264
Taxes, Taxes, Taxes	p. 266
Use the Tax Code to Your Advantage	p. 267
Keep Abreast of Frequent Changes	p. 268
Employee Compensation	p. 270
Employee Stock Option Plans	p. 272
Deductible Benefits	p. 275
Income Splitting	p. 275
Keep It In or Pay It Out?	p. 277
The Corporate Tax Year	p. 278
Regular Corporate Income Taxation	p. 283
How C Corporations Are Taxed	p. 284
Understanding Corporate Tax Rates	p. 286
A Multitude of Tax Advantages	p. 287
Some Distinct Tax Disadvantages	p. 289
Qualified Small Business Stock	p. 292
S-Corporation Income Taxation	p. 295
Special Issues for S-Corporation Shareholders	p. 296
Individual Tax Rates Matter More	p. 296
Pass-Through Taxation	p. 297
Understanding Basis	p. 300
The Benefits and Drawbacks	p. 302
The Impact of Shareholder Loans	p. 305
Other Types of Tax Issues	p. 311
Flat Tax for Personal-Service Corporations	p. 312
Federal Corporate Tax Penalties	p. 313
Tax Effects When Converting to a Corporation	p. 315
State Tax Issues	p. 317
Employee-Based Taxes	p. 319
Sales Taxes	p. 322
Special Rules for When You Sell Your Shares	p. 323
Retirement Plans	p. 327
Why Set Up a Retirement Plan?	p. 328
Choosing the Right Plan	p. 329
401(k) Plans	p. 332
Simple Plans	p. 335
The SEP-IRA	p. 336
Profit-Sharing Plans	p. 338
Target Benefit Plans	p. 339
Employee Stock Ownership Plans	p. 340
Glossary	p. 343
State Business Development Office Contact Information	p. 355
Index	p. 366
Table of Contents provided by Ingram. All Rights Reserved.

Streetwise Incorporating Your Business: From Legal Issues to Tax Concerns, All You Need to Establish and Protect Your Business

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