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Do that, and
court will "pierce
corporate veil" in a heartbeat, thereby exposing you to full personal liability on
grounds that
corporate structure is nothing but a sham designed to unfairly protect you from personal liability.
It is also particularly important that you follow all corporate formalities such as those set out in
by-laws, passing board and/or shareholder resolutions for major decisions and holding annual meetings of
shareholder(s) to elect
directors and directors' meetings to elect
officers.
Also, don't think
"corporate veil" will protect you from criminal acts such as filing a false income tax return, because it won't.
SO HOW DO I GET MONEY OUT OF THE BUSINESS?
You are paid by
corporation as an owner/shareholder in
form of dividends and/or as an employee in
form of a salary.
CORPORATION OR LLC?
While both corporations and LLCs limit your personal liability, there are differences between states when it comes to how other states' LLCs are treated in this regard. By contrast, corporations are treated uniformly when it comes to personal liability. Especially if you're operating an Internet-based business where you can be transacting with people from pretty much anywhere, for
greatest certainty concerning your personal liability, a corporation is preferable to an LLC.
One of
advantages of an LLC as a business entity is that
profits and losses of
LLC "flow through" to
personal income tax return of
members. However, if you make a "subchapter S" election when forming
corporation (thereby forming an S-corporation), you can achieve
same result.
S-CORPORATION or C-CORPORATION?
Although
S-corporation's profits and losses flow through to
shareholders (rather than
S-corporation being taxed as a separate entity as in
case of a C-corporation), S-corporations are limited to 75 shareholders and, generally, those shareholders must be U.S. citizens or resident aliens.
You would therefore not be able to have foreign shareholders with an S-corporation (but you can with a C-corp), which may be an issue, particularly for Internet-based businesses with shareholders from various countries.
Also, you cannot have multiple classes of shares with an S- corporation so this will not work if you want to issue preferred shares, for example. You'd need to form a C-corporation instead.
WHAT'S INVOLVED?
Forming a corporation is a relatively straightforward matter (at least for an attorney) and shouldn't cost you more than a few hundred dollars depending on
complexity of
corporate structure. Most attorneys would charge between $500 and $1,000 for a straight C or S-corporation.
At its simplest, a corporation can have a single director and shareholder with that same individual holding each of
three required offices (president, secretary and treasurer). (If a corporation has three or more shareholders it must have a minimum of three directors but if it has fewer than three shareholders, it may have
same number of directors.)
Your attorney will prepare and file articles of incorporation with your State's Secretary of State, and then prepare by-laws and organizational minutes. You'll need a Federal Employer Identification Number (SS-4) from
IRS and, if you have more than one shareholder, a buy-sell agreement to ensure that
shares do not pass to shareholders unacceptable to
other shareholders.
Your attorney will also attend to annual filings with
state (a statement of officers and directors is usually required to be filed every one or two years) and make sure you stay in compliance with state corporate requirements (such as annual minutes etc.).
Taking
time and trouble to think about
legal structure of your business may seem like overkill when all you're doing is running a fun little business out of your spare bedroom in your spare time. But fun little businesses have a way of becoming very unfunny major headaches when things go wrong. No matter how small or fledgling your business is, do yourself and your family a big favor and at least think about incorporating. What may seem like a pleasant past-time today could be anything but tomorrow.
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------ Elena Fawkner is an attorney and editor of A Home-Based Business Online ... practical business ideas, opportunities and solutions for
work-from-home entrepreneur. She offers discounted, fixed-rate legal services to her ezine subscribers and site visitors within
United States. http://www.ahbbo.com http://www.ahbbo.com/legalhelp.html

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