What are professional corporations?
Professional corporations are filed as standard C corporations and can choose to elect S corporation status. The primary difference is the type of business and what professional service can, or has to, be a professional corporation. In general, doctors, dentists and attorneys will form professional corporations
What is an offer?
An offer is a promise and a request for something in return. Offers can be written or implied.
What is a contract?
A contract is a binding written or oral agreement that is enforceable by law between two or more competent parties to do or not to do certain things. The elements of a valid contract are:
• an offer;
• acceptance of the offer; and
• sufficient consideration to support the offer.
When does an LLC end?
In most states, the LLC has perpetual existence. Unless otherwise stated in the Articles of Organization or Operating Agreement the LLC may be dissolved upon the death, withdrawal, resignation or bankruptcy of a member, unless the majority of interest holders vote to continue the LLC within 90 days of the event.
Are interests in an LLC the same as stocks in a corporation?
Interests in the LLC held by a sole owner are not considered a "security" by definition. Different scenarios apply in the case of co-owned LLCs. Generally speaking, if all of the owners will actively manage the LLC, the ownership interests will not be considered securities. For LLCs that choose to accept investments from outsiders or are operated by a special management group, the ownership interests may be treated as securities by your state and by the federal Securities and Exchange Commission (SEC). In this case, an exemption from the state and federal securities laws must be obtained prior to investments by the the initial owners. In the rare event that you do not qualify for an exemption to the securities laws, you must register the sale of your LLC's ownership interests with the SEC and your state.
Do I need an Operating Agreement for my LLC?
Some states require an LLC to adopt an Operating Agreement. However, you do not have to file an Operating Agreement with the state in order to form an LLC. Even where not required by law, such agreements are highly recommended, especially in the case of partnerships and multi-member LLCs.
Do I need a Federal Tax ID (EIN) Number for my LLC? How can I obtain one?
If the LLC has two or more owners, you must obtain an EIN. A single-member LLC that accepts the default tax classification (i.e. treated as a sole proprietorship for tax purposes) is not required to obtain an EIN. However, you may still want to obtain an EIN if you have or expect to have employees, for state tax purposes or for other business reasons, such as using your EIN to apply for business credit accounts in the name of the LLC, etc.
What are the types of corporations?
As far as general for profit corporations, there are the "C", "S" and Professional Corporation.
By default a "corporation" is a "C" corporation, it is called a C corporation because it is taxed under subsection C of the IRS code. C Corporations can have an unlimited amount of shareholders that can be all forms of legal entities.
The S Corporation was created for smaller businesses to avoid double taxation and falls under the IRS code, chapter "S" and has limitations on the amount of shareholders and cannot be owned by anything other than an individual.
Professional corporations are essentially C Corporations that are limited to purposes of professional services such as doctors, dentists and attorneys. These types of corporations are formed under state laws that dictate what kind of professionals have to incorporate this type of legal entity.
What is a LLC?
A limited liability company, or LLC, is an entity created under state laws which has characteristics of both a corporation and a partnership. Like a corporation, the owners of a LLC are not personally liable for the debts of the LLC. Like a partnership and sole proprietorship, an LLC has operating flexibility and is a pass-through entity for tax purposes. This means that the profits of the LLC are passed through and taxable to the owners of the LLC.
What is acceptance?
Acceptance is an assent by the party to whom the offer is made showing that the person agrees to all of the terms offered. An offer is not binding unless the other party accepts it. Like an offer, acceptance can be express or implied. Generally, an affirmative action is necessary for acceptance of an offer; silence does not constitute assent.
Who can own and run a corporation?
Any U.S. resident over the age of 18 can incorporate. There are other criteria for non U.S. residents to incorporate that depend on the country and corporation type.
What is an S Corporation?
A S Corporation is a corporation that falls under a different IRS tax classification, specifically sub chapter S election using IRS form 2553. This allows the corporation to be taxed as a partnership, a "pass through" tax entity where the profit and losses are recorded on the shareholders individual tax returns.
What are articles of incorporation?
Articles of Incorporation are the actual documents that are filed and recorded with the secretary of state branch office. This is your corporation's "birth certificate" and it is a legal document.
.What are disadvantages of corporations?
When you incorporate there are several operating formalities that must be conducted. The business is required to perform actions by both state and federal laws. These involve paperwork, reporting and nominal expenses throughout the year. The primary disadvantage are the formalities involved, however these are far outweighed by the liability protection and advantages, in most cases.
Who are corporate board of directors?
The board of directors is an assembled body, selected by the shareholders of the corporation. The board of directors oversee the management and policies of the corporation, meaning they elect officers and approve decisions made by them. There isn't a requirement for a board of directors or a minimum amount, this is typically a larger corporate structure.