Forming Your Company
Here at Anderson Law, PC, we want to see you achieve your goals. If you’re thinking of opening a starting a new business, adding on to your current business, or simply need to make your home business official then contact our office and we will incorporate your business for you. By hiring us as your Registered Agent, we will be able to register your business with The State Corporation Commission, create the Articles of Incorporation, create the company Operating Agreement, and create your first official Minutes kept by the company. We will obtain your Federal Identification Number and file your “S” election with the Internal Revenue Service if appropriate.
Our firm will work with you in conjunction with your tax advisor or CPA on the best entity for your needs, e.g., C-Corporation, S-Corporation, Limited Liability Company, and General or Partnerships.
You may ask what the cost would be for maintaining your company or corporation in order to keep it in good standing with the State Corporation Commission. You can expect to pay an annual filing fee each year with the State Corporation Commission. These fees range from $25.00 for non-profit corporations, $75.00 for corporations and $100.00 for limited liability companies. If you choose our firm to serve as your Registered Agent, our annual fee is $150.00 which becomes due in the month of your incorporation each year. As your Registered Agent, our firm will make certain that your annual meeting is documented and your annual report is timely filed. Furthermore, as your Registered Agent, should our firm receive any notice of adversary proceedings or lawsuits against you, you can expect our firm to promptly notify you.
Types of Legal Entities
Sole Proprietorships – A sole proprietorship has only one owner and can be created without formalities. In the sole proprietorship, the owner makes all the management decisions for the business. All of the profits and liabilities of the business also belong to the sole proprietor, thus, if the business assets cannot pay the bills, the owner of the sole proprietorship will be held personally liable to the creditors. A sole proprietorship is not a legal entity – it does not exist apart from its owner.
General Partnerships – A general partnership does not need formalities. In a general partnership, two individuals agree to own the business and make management decisions for the business. The partners share the profits and financial losses of the partnership. The partners of the general partnership are also individually liable for the business debts if the business cannot pay for its bills. Additionally, a partner in a general partnership may bring contract, tort and criminal liability on to the other partner, because the partners are considered agents of the other. Partners, however, have a duty to act in the best interest of the partnership.
Limited Partnerships – In a limited partnership, there are one or more general partners and one or more limited partners. The general partners make the management decisions of the business, while the limited partners do not. The general partners, however, also assume 100% of the risk for the liabilities and debts of the limited partnership. The limited partners, on the other hand, only risk the financial contributions they made to the limited partnership. Generally, all the partners in the limited partnership share the profits of the business.
Corporations – A corporation is a legal entity apart from its owners (shareholders) and managers (officers and directors). A corporation can buy and sell property, enter into contracts, and be sued in it’s own name. A corporation can only be created by state statute. Thus, in order to form a corporation, you must follow the specific guidelines required by State of the Commonwealth. The shareholders of a corporation are generally not responsible for the debts of the corporation aside from their financial contribution to the corporation.
Limited Liability Companies – A limited liability company (LLC) shares the limited liability of a corporation but is not held to the same strict management requirements under law. The LLC is, however, a legal entity created only by state law. An LLC is generally defined as a business entity that consists of one or more persons. The LLC has managers, members and sometimes, employees. The owners (or members) of the LLC participate in the management of the business. Members, managers and employees are not held personally liable for the debts of the business.
Please call us today for an appointment to see what we can do for you to start your new business venture.