A GUIDE TO INCORPORATING YOUR BUSINESS AS A LIMITED LIABILITY COMPANY

Transcription

1 A GUIDE TO INCORPORATING YOUR BUSINESS AS A LIMITED LIABILITY COMPANY

2 Incorporating your business may have a noticeable effect on your assets as well as your Federal tax liability. There is No Substitute for Legal Advice. This guide does not substitute for legal counsel. However, ShippersCarriers.com LLC has been on business since 2000 and has business knowledge for over 28 years as of INCORPORATION CHECKLIST WHY YOU SHOULD INCORPORATE YOUR BUSINESS NAMING AND RESERVING YOUR BUSINESS / DOMAIN NAME (INCLUDED IN OUR SERVICE) CORPORATING YOUR BUSINESS LIMITED LIABILITY CORPORATION DETERMINE COMPOSITION OF YOUR STOCK DESIGNATE CORPORATE DIRECTORS DESIGNATE A REGISTERED AGENT OPERATING AGREEMENT BOARD AND/OR SHAREHOLDER MEETING ABOUT US THIS DOCUMENT REGISTRATION FORM TO INCORPORATE YOUR LIMITED LIABILITY CORPOARTION WHY YOU SHOULD INCORPORATE YOUR BUSINESS Documents filed for you by Incorporate in Georgia LLC. We offer an affordable, reliable, and fast methods for preparing and filing your corporate documents. Here are several reasons why you should incorporate your business Do you own any real estate? Are you concerned about protecting your personal assets? Do you plan to hire employees in the next 12 months? Will you have a partner(s) or stakeholders? Do you understand the tax benefits? Do you plan to raise money for your business through sale of your stock? Are you seeking government contracts? Do you wish your company to continue after death or the death of a partner? If you said YES to one or more of these statements you need to incorporate! 31 S. CENTER STREET - SUITE D-2 - WINDER, GA OFFICE:

3 Choice (3) names for us to do a search. In the order of your favorite one first. Use: LLC or L.L.C. after the name you have chosen. We advise not to put your personal name in the title of your Limited Liability Corporation. Prohibited Words or Phrases: No obscenities, profanity, or a name that be considered deceptive. Words requiring Special Processing and Fees: Bank, Medical, Insurance, Trust and Accounting Securing A Domain Name: At the same time, we are registering your LLC, it is CRITICAL that we reserve your domain at the same time. Securing A Domain Name: At the same time, we are registering your LLC, it is CRITICAL that we reserve your domain at the same time. Therefore it is so important you supply use with (3) company names, just in case the domain name is taken. (This is included in our LLC fees) Therefore it is so important you supply use with (3) company names, just in case the domain name is taken. (This is included in our LLC fees) Protecting a Corporate Name (Trademark): Usually by incorporating your business name will only prevent them from forming a corporation with the same name as you incorporated with, in the same state. (We offer Trading Mark service for only $75.00)

4 Number of Persons Required In most states, one or more persons may form and operate a corporation. Corporate Formalities To retain the corporate existence, and thus the benefits of limited liability corporation and special tax treatment, those who run the corporation must observe corporate formalities. Thus, even a one-person corporation must wear different hats depending on the occasion. For example, one person may be responsible for being the sole shareholder, Director, and Officer of the corporation; however, depending on the action taken, that person must observe certain formalities: Annual meetings must be held, corporate minutes of the meetings must be taken, Officers must be appointed, and shares must be issued to shareholders. Most importantly, however, the corporation should issue stock to its shareholders and keep adequate capitalization on hand to cover any "foreseeable" business debts. Shareholder Liability for Corporate Debts Where corporate formalities are not observed, shareholders may be held personally liable for corporate debts. Thus, if a thinly capitalized corporation is created, funds are commingled with employees and officers, stock is never issued, meetings are never held, or other corporate formalities required by your state of incorporation are not followed, a court or the IRS may "pierce the corporate veil" and hold the shareholders personally liable for corporate debts. Fringe Benefits Corporations may often offer their employees unique fringe benefits. For example, owner employees may often deduct health insurance premiums paid by the corporation from corporate income. In addition, Corporate-defined benefit plans often afford better retirement options and benefits than those offered by non-corporate plans. Avoiding Double Taxation Generally, the corporation is taxed for its own profits; then, any profits paid out in the form of dividends are taxed again to the recipient as dividend income and the individual shareholder's tax rate. However, most small corporations rarely pay dividends. Rather, owner-employees are paid salaries and fringe benefits that are deductible to the corporation. The result is that only the employee-owners end up paying any income taxes on this business income and double taxation rarely occurs. Talk to your tax account because they can file an LLC as an S Corporation. If you do not have a good accountant, we refer Mr. Joshua Wilson CPA at: Website: Duration of a Corporation As a separate legal entity, a corporation is: capable of continuing indefinitely. Its existence is not affected by death or incapacity of its shareholders, officers, or directors or by transfer of its shares from one person to another.

5 Limited Liability. LLC Members (owners) receive protection of personal assets in a manner very similar to that afforded to corporations Fewer Formalities If a corporation fails to observe corporate formalities, such as holding an annual meeting, individual shareholders may be held personally liable for the corporation s business debts. In an LLC, however, fewer formalities exist. Such as a LLCs Articles of Organization or Operating Agreement do not expressly require such meetings. Management and Control Management and control of an LLC is vested with its member(s) unless the Limited Liability Company's articles of organization provide otherwise. Voting Interest Ordinarily, voting interest in an LLC directly corresponds to interest in profits, unless the articles of organization or operating agreement provide otherwise. (Your Operating Agreement is included in our service) Transferability No one can become a member of an LLC (either by transfer of an existing membership or the issuance of a new one) without the consent of members having a majority in interest (excluding the person acquiring the membership interest), unless the articles of organization provide otherwise. Duration Historically, an LLC was required to specify a date of dissolution in its articles of organization. Today, however, many states will allow an LLC to maintain a perpetual existence. There is an ANNUAL RE-REGISTER FEE: $100 (we contact when near that date to re-register your LLC) Formation The existence of an LLC begins upon the - Filing of LLC with our company. $ Which includes: LLC Registration, Reservation of Name, Operating Agreement, Domain Name Registration, Process Agent, EIN Registration and Duns Registration. We offer the Operating Agreement for individuals who are already incorporated as an LLC. Fee: $ We will need to know: 1. Date the company started. 2. File out our Corporate Name Chose Form. 3. File out our Corporation Form. 4. File out our Operating Agreement Form. 5. Make your payment to: InkAboutThis.com LLC 31 S. Center Street - Suite D-2 - Winder, GA 30680

6 Determining the Composition of Stock: There are many different options that are available to the structure of a corporation s stock. If a corporation has fewer than 35 shareholders, a simple, inexpensive structure of corporate stock may be most appropriate. Most small business owners incorporate their businesses with only one class of stock. A start business owner that authorizes that a number of shares that will qualify for the minimum annual state filing fees is often a wise, money-saving choice and after the company grows, then they may consider in issuing shares to the public, modifying the stock structure by filing an amendment to your article of incorporation with the state. The Board of Directors is essentially the management body of the corporation. Responsibilities include: establishing all business policies, approving major contracts undertakings. The Board usually elects the President of the Corporation, by may be carried out by the Officers and employees of the Corporation, under the directives and supervision of the directors. When considering who shall serve on your Corporation Board of Directors: Director(s) must act collectively pursuant to a vote. The Board of Directors must meet on a regular basis. Monthly Quarterly at least once a Year. Trustworthy. Board member(s) must be prudent and not act negligently. Act in the best interests of the Corporation. Meetings must observe Corporation formalities. Your Corporation is Required by Law to designate a Registered Agent within the State of Georgia. (This is included in our service of incorporating your LLC) - Note: We also offer to anyone who just needs a Registered Agent within Georgia Fee: $50 The main purpose of the registered agent requirement is to provide potential claimants against your corporation with a live person, whose whereabouts are available in public records, who may accept service of process on behalf of the corporation. In addition, tax notices and other official documents are usually forwarded to the address of the registered agent.

7 Bylaws include the rules and regulations that govern your Corporation. Members percentage of ownership Members rights and responsibilities Members voting power Allocation of profits and losses Management details The fiduciary duties of members and managers Once this is established and documents are completed, these must be stored with your Limited Liability Corporation approved Article of Organization by your state. You may or will need an Operating Agreement for following reasons: Open a Bank account To obtain financing from a Lender For show to potential business partners or investors To show to attorneys and accountants

8 Setting Up Your LLC. 1. Pick (3) Names to choose from as the Title of the LLC. 2. What Physical Address will you be located at. 3. As a new LLC you do not have to have shareholders, if it is just you. 4. As a new LLC you can hold your own meetings or set-up a Board of Directors. a. With a Board of Directors (which can be just you). The job is to Adopt Bylaws, Issue Stocks, adapt a Corporate Seal, Designate a Banking Institution for banking needs, etc. 5. Keep Good Records for tax purposes. 6. Here is a Corporate Check List For Meetings with Directors or Shareholders Are meetings of the Board of Directors and/or Shareholders are regularly scheduled and conducted? Go over the business activities. Meetings with Directors and/or Shareholders talk about goals and agendas and materials concerning these matters given to then in advance. You want input from your Directors and Shareholders, give them reasonable opportunity to discuss each agenda. Make sure to keep accurately the Corporate Minutes of each meeting by the Secretary. Board meetings should receive direct reports from legal counsel, accountants, and any advisor and, also should receive reports of the Corporate Minutes. Last minutes should be gone over at each new meeting as needed. At each new meeting make any amendments or corrections of minutes, for clarity and accuracy. Record all minutes of each meeting.

9 Owner: Maria Suzettis has been in business since At the age of eighteen years old she started her own business, learning the ends and out of what it took to be in businesses. She started with business printing and promotions, then photography and managing entertainers. At the age of twenty-eight, she ventured in the Trucking and Freight Brokering Business in Started to help others who were interested in brokering loads and the transportation industry. From incorporating their business to learning how to do business. Maria states: I have been very blessed and to say the least, very interesting. Maria loves to share the knowledge she has learned. Her business Motto: It doesn t hurt to light one candle - with another candle. Limited License to Reproduce and Distribute This document may be reproduced and distributed freely, only if is reproduced or distributed IN ITS FULL ENTIRETY with NO Modifications, deletions, or additions whatsoever. This document is copywritten but may be share only if follow instruction in above statement. ALL RIGHTS RESERVED No Legal Advice: This material herein is provided for public information only and does not constitute individualized or privately legal advice in any shape or form.

10 InkAboutThis.com LLC 31 S. Center Street Suite D-2 Winder, GA Scan and to: GEORGIA LIMITED LIABILITY CORPORATION REGISTRATION FORM 1) Pick ( 3 ) Corporation Names in the order of favorites. (If the first choice is already reserved, we will go to ) Name of Person Incorporating: Principal Office Mailing Address: City: State: Zip: Phone Number: Fax: Primary Signature of Authorized Person: Print Name: Date: LLC - Limited Liability Corporation Registration Fee: $ Includes: LLC Registration, Name Registration, Domain Registration, Georgia Process Agent, Operating Agreement, EIN Registration and DUN Registration.