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Incorporate Your Business
When To Do It And How
Robert A. Cooke (Author)
9780471669524, Wiley
Paperback / softback, published 19 October 2004
256 pages, Tables: 5 B&W, 0 Color; Exhibits: 12 B&W, 0 Color
23.8 x 19.2 x 1.4 cm, 0.443 kg
With real-world examples, charts, and tables, this handy guide will help you calculate the benefits of incorporation for your business—before you decide to take the leap. For small business owners, with Incorporate Your Business you'll master all the fundamentals, including:
CHAPTER 1 Why Should I Incorporate My Business? 1 What a Corporation Is, and What It Is Not 3 Who Starts and Who Owns a Corporation? 4 Reasons to Incorporate Your Business 5 Limiting Your Liability for Business Debts 5 Liability of Stockholders Who Are Also Employees of Small Corporations 7 Save Payroll Cash by Incorporating 9 Tax Savings 10 Prestige of a Corporation 10 Ease of Transferring Ownership 10 Reasons Not to Incorporate Your Business 11 Corporations and Other Business Forms Are Too Complicated 11 Corporations Cost Too Much to Set Up and Operate 12 My Business Is Too Small to Incorporate 13 A Corporate Form Does Not Entirely Protect Professionals 13 CHAPTER 2 How Incorporating Can Result In Tax Savings 15 Tax Savings In a Corporation? Maybe 15 The Organization of this Chapter 16 An Example of Tax Saving from a Corporation 16 Some Background, Concepts, and Explanations 17 How Your Business Tax Picture Changes When You Incorporate 18 How a Sole Proprietorship Is Taxed 18 How a Corporation Is Taxed 21 Double Taxation of Corporate Profits 23 How to Cope with Double Taxation of Your Corporation 24 Pay Dividends Between May 6, 2003 and December 31, 2008 24 Keep Earnings in the Corporation 24 Pay Salaries to Stockholders/Employees 25 The IRS Position on Salary Levels for Stockholder/Employees 26 Pay Interest to Stockholders 28 Alternative Minimum Tax on Corporations 29 What If the Corporation Has a Net Loss Instead of Net Taxable Income? 30 S Corporations 31 How Stockholders Take Profits out of an S Corporation 32 The Disadvantages of an S Corporation 33 Type of Stockholders 33 Number of Stockholders 34 Use of the Corporation’s Loss, If It Has a Bad Year 34 Flow-through of Certain Tax Attributes to the Stockholder 35 S Corporations Are Limited to One Class of Stock 36 When to Use an S Corporation 37 CHAPTER 3 The Alternatives to Forming a Corporation 41 Sole Proprietorship 41 General Partnership 42 Limited Partnership 43 Limited Liability Company (LLC) 43 Other Entities With Limited Liability of the Owners 45 Passive Losses 46 Which Business Form Best Attracts Investors to Your Enterprise? 47 CHAPTER 4 How to Structure a Corporation 51 The Basic Corporation 52 Assets, Liabilities, and Equity 52 How to Invest In Your Corporation 54 Debt versus Equity 58 The IRS Position on Debt versus Equity 60 How to Invest In Your S Corporation 61 Keep Control of Your Corporation If Possible 62 CHAPTER 5 Planning Your Corporation 65 Do-It-Yourself Incorporation 65 Using Professionals 66 Choosing an Attorney 67 Choosing an Accountant 67 Planning the Specifics of Your Corporation 68 Decide on the Size of the Initial Investment in the Corporation 68 Size Your Investment to Qualify for Treatment as a Small-business Corporation 70 Who Will Be the Owners (Stockholders) of Your New Corporation? 71 Determine How Many Shares of Stock Will Be Authorized and Issued 72 Determine What the Price per Share of Stock Will Be 74 Determine Who Will Be the Directors and Officers, and Assign Duties 77 Prepare a Pre-incorporation Agreement 79 Determine Who Will Be the Incorporator(s) 79 Select a Resident Agent for Your Corporation 80 Have All Prospective Stockholders Sign a Stock Subscription 81 Determine the State in Which You Will Incorporate 82 Choose a Name for Your Corporation 85 Determine If You Can Use a Simplified Procedure 88 Prepare a Pre-incorporation Agreement 89 Prepare a Stockholders’Agreement 90 CHAPTER 6 Steps to Create and Run Your Corporation 93 Steps to Forming Your Corporation 93 Initial Action the Incorporator(s) Should Take 93 Hold Organizational Meetings 99 Organizational Meeting of the Stockholders 100 Organizational Meeting of the Board of Directors 100 Register Your Corporation with the Internal Revenue Service (IRS) 100 Register Your Corporation with Your State’s (and Any Foreign State’s) Tax Authorities 101 Elect S Status for Your Corporation If That Is Your Decision 102 Pay Particular Attention to the Initial Corporate Income Tax Return 102 Steps to Keep Your Corporation Alive 103 Hold the Annual Stockholders Meeting Every Year 104 Hold an Annual Board of Directors Meeting Every Year 104 Special Meetings of the Board of Directors (or of Stockholders If There Is No Board Live Your Corporate Life as If You Meant It 105 Nonprofit Charitable Organizations 106 APPENDIX A Useful Forms 107 APPENDIX B Useful Addresses 213 APPENDIX C Short Course in Corporate Finance Terms 227 APPENDIX D Glossary 231 INDEX 239
of Directors) 105
Subject Areas: Business & management [KJ]
