A corporation happens when “charter documents” are filed with the state, usually in a form either prescribed by the state or drafted by an attorney [ahem] and, once filed, creates a corporation. Corporations are a legal entity designed to protect its shareholders and directors from liability.
Call me! Seriously, the differences are numerous; here are a couple to get you started: LLCs have a more flexible tax structure, have fewer housekeeping requirements, but aren’t ideal for larger companies, especially those seeking outside investors. Corporations are, well, just read that last sentence but the opposite.
Aaah, if life were only that easy. Actually, sometimes it is. One rule of thumb — is it a small business not providing professional services, with no plans for investors and modest gross receipts? That’s a case where you might lean heavily toward an LLC. Investors on the horizon? Corporation. The analysis can get tortured […]
Nice. Figuring if you click here you’re home free. In a way, yes. To form one, you file Articles of Incorporation with the governing corporate authority in your state. In California, where my practice operates, that’s the Secretary of State. Articles should contain certain provisions that may or may not be obvious to you, and […]
You asked a tough question for which there are several competing answers, depending on who you ask. But since you’re asking me, I typically advise: No, the LLC or corporation cannot act as such before its state registration (for a corporation, its Articles of Incorporation; for an LLC its Articles of Organization is filed. If it […]
That’s supposed to be the point of them, so I’m going to say . . . yes! However, you can become personally liable for your own negligence (or intentional bad acts). You may also become personally liable if the person suing you can prove that you didn’t follow corporate formalities, like holding meetings, maintaining minutes, […]
Annual meeting minutes for corporations don’t get filed. They get drafted, signed and put in the corporate records book which is typically located at the corporation’s principal place of business. No two meetings are exactly alike; if you don’t hold a meeting, then the minutes do tend to be the same as each other. If you’d […]
Yes. There are some very case-specific nuances, especially when you get down to single-member LLCs, but unlikely anything that is going to effect you generally. Don’t obsess over this one unless you have plans not to pay taxes, for example.
Some states use “Certificate of Incorporation” as an alternative to Articles of Incorporation; for example, New York and Delaware.
Officers, in a corporate (and even LLC) setting are the individuals who perform the tasks of managing and operating the entity. In California, every corporation is required to have at least three officers: CEO, CFO, and Secretary. There can be more, but no less. LLCs don’t typically have officers, but they may at the discretion […]