What is a corporation?
A corporation is a legal entity that exists
separately from its owners. Creation of a corporation occurs
when properly completed articles of incorporation are filed
with the correct state authority, and all fees are paid.
What is the difference between an "S" corporation and a "C"
All corporations start as "C" corporations
and are required to pay income tax on taxable income
generated by the corporation. A C corporation becomes a S
corporation by completing and filing federal
form 2553 with the IRS.
An S corporation's net income or loss is "passed-through" to
the shareholders and are included in their personal tax
returns. Because income is NOT taxed at the corporate level,
there is no double taxation as with C corporations.
Subchapter S corporations, as they are also called, are
restricted to having no more than 100 shareholders.
Do I need an
attorney to incorporate?
No! Having an attorney is not a legal
requirement to incorporate, except in South Carolina (a
signature by a SC attorney is required on articles of
incorporation). In all other states, you can prepare and
file the articles of incorporation yourself; however, you
should contact your accountant to be thoroughly versed in
the laws of your state.
In spite of their seemingly high hourly fees, a good
corporate attorney can be a valuable resource to your small
business. If you are unsure of what steps your business
should take and you don't have the time to research the
mater yourself, even the cost of one hour's consultation can
pay off handsomely later. Just remember to bring lots of
Once you have decided, we
can form your corporation and save you money.
How do I
know if my name is available?
You can check for your name availability at
Oregon Secretary of State website or We will request
your two top name choices. We will check these as part of
your order. If neither of these is available, we will
contact you for other name choices.
How do I name my
First, we recommend that you spend some time
coming up with a name for your corporation. Although each
state has different rules concerning the naming of your
corporation, the most common rule is that it must not be
deceptively similar to another already formed company. The
corporate name must include a suffix. Some examples are
"Incorporated", "Inc.", "Company", "Ltd.", and "Corp."
However, your state may have different suffix requirements.
the benefits of incorporating?
The primary advantage of incorporating is to
limit your liability to the assets of the corporation only.
Usually, shareholders are not liable for the debts or
obligations of the corporation. So if your corporation
defaults on a loan, unless you haven't personally signed for
it, your personal assets won't be in jeopardy. This is not
the case with a sole proprietorship or partnership.
Corporations also offer many tax advantages that are not
available to sole proprietors.
Some other advantages include:
- A corporation's life is unlimited and is not
dependent upon its members. If an owner dies or wishes
to sell their interest, the corporation will continue to
exist and do business.
- Retirement funds and qualified retirement plans
(like 401k) may be set up more easily with a
- Ownership of a corporation is easily transferable.
- Capital can be raised more easily through the sale
- A corporation possesses centralized management.
What is a Registered
Most every state requires that a corporation
have a registered agent. That agent must have a physical
location in the formation state. The registered agent can
typically be any person (usually a resident of the state) or
any properly registered company who is available during
normal business hours to receive official state documents or
service of process (lawsuit).
Directors/Shareholders do I need?
Most states allow for one person to act as
shareholder, director, and all officer roles.
How many shares of stock should I choose, and at what par
We provide a default of 200 shares, although
you can choose any amount you want on all orders. Your par
value is not requested on all orders, and is usually
expressed as "No Par Value" or some dollar amount per share
such as "$1.00" or "$0.10." Some states require that you do
not issue your stock for less than the par value. Some
states also base their fees on the number of shares
authorized, multiplied by the par value.
What is a Federal Tax Identification Number or EIN?
Your corporation is required to have an
Employer Identification Number (EIN) also known as your
Federal Tax Identification Number so that the IRS can track
payroll and income taxes paid by the corporation. But, like
a social security number, an EIN is used for most everything
the business does. Your bank will require an EIN to open
your corporate bank account.
We provide two EIN services:
- Basic EIN Service - We prepare and email your
SS4 (EIN application) & easy one-page instructions for
obtaining your EIN. You need only review, sign and fax
or call in the information to the IRS to get your EIN.
- Full EIN Service - We actually obtain your
company's EIN for you.
What do I
need to do AFTER I incorporate?
You must have your initial shareholder(s)
meeting to elect your director(s), if your director(s)
haven't been designated in the articles. Then, you must have
your initial organizational meeting of your directors. At
this meeting, you will need to elect your officers, adopt
your company's bylaws, and issue your stock (among other
How do I get started?
Once you have decided on a name, order your
corporation online. Once
we receive your paid order, we verify the availability of
your name choices, draft your articles, file them with the
state and send you all appropriate documents after they have