Individuals and businesses incorporate for various reasons – to limit their liability, for potential tax savings, to receive tax and other benefits, to issue stock or stock options to key employees, or to formalize dealings with business partners or investors without the use of a partnership.
At the Law Firm of Sebastian Gibson, our corporate attorneys will incorporate a simple business corporation for $1,500.00, inclusive of filing fees and costs of obtaining an corporate book. In more complicated situations, the flat fee is generally $1,750.00, inclusive of filing fees and costs.
Sebastian Gibson has been named one of the Top Lawyers of 2013, 2012 and 2011 by Palm Springs Life Magazine. He’s been called “Brilliant” and “A Legend.” If you want a top corporations lawyer on your side, call Sebastian Gibson. Call us today at (760) 776-1810 or toll free at (855) WHAT NOW.
Sebastian Gibson has been recognized by Palm Springs Life Magazine as One of the Top Lawyers of 2013, 2012 and 2011 and by Avvo as a Superb Lawyer. When you need a Palm Springs corporations lawyer to help you choose the best type of corporation for your business, consider Sebastian Gibson.
Nevada corporations are typically $300 more, due to increased filing fees in Nevada. Incorporations for either California or Nevada include the Articles of Incorporation and standard bylaws which are sufficient for most clients. Deluxe corporate minute books are extra as an additional cost.
Additional services can be provided at our hourly rate at the time such services are provided. Such services are corporate maintenance, additional corporate resolutions, minutes for board of directors or shareholders meetings after the organizational meeting, and buy-sell agreements.
Professional corporations range from $1,750.00 to $2,500.00 depending upon the number of shareholders.
Rush services can be provided at an extra cost. Expedited filing fees for instance with the California Secretary of State are an additional amount.
A California or Nevada foreign corporation registration, if required, for any business organized in one state but doing business in one or more other states, is an additional cost.
Regular shareholders and directors meetings and annual elections of directors and officers are essential to maintaining a corporation’s legal status and in order to prevent a court from piercing the corporate veil (although other actions by the directors and officers can still cause a court to pierce the corporate veil).
Dissolutions of corporations are handled on an hourly rate.
Differences Between a California S Corp and a C Corp for Tax Purposes
A C Corp is taxed as a separate entity from the shareholders. Shareholders report and pay taxes on what the corporation pays them based on their shares. An S Corp is taxed like a partnership with a “pass-through” basis. It’s not doubly taxed because the corporate entity can pass corporate income, losses, and deductions to its shareholders for federal tax purposes.
Pass-through taxation means that the net income of the corporation is not taxed to the corporation. Instead it is passed onto the shareholders as personal income.
For this reason, many business owners choose S Corporations. S Corporations are generally exempt from income tax and there is no double taxation. A C Corporation offers more flexibility because you can have several classes of shareholders with different voting rights, but there can be tax consequences.
Some C corporations try to avoid double taxation by distributing enough income to shareholders or employees so that the corporation can report that there no net income for the corporation.
Most big companies, however, are C Corporations. C Corporations allow for a limitless number of shareholders, allow the entity to keep more income inside its reserve account, choose a fiscal year that may not necessarily follow the calendar year and provide for several classes of stock for different types of investors. If a company is formed with the intention of going public, a C-corporation may be the best option for the parties involved.
In California, a corporation must have at least three directors, unless shares have not yet been issued. In that case, the number can be one or two. If your corporation has only one shareholder, it can have only one director. If your corporation has two shareholders, it can have two or three directors.
The Articles of Incorporation must state the number of shares authorized to be issued. If there is more than one class or series of authorized shares they must be identified. The name and address of the corporate office must be stated and you must also appoint a registered agent for your California corporation.
Limited Liability Companies (LLC’s) also enjoy the pass-through tax benefit S corporations enjoy. LLC’s differ from S corporations in a number of ways. They have members instead of shareholders and profits and losses can be allocated in different manners to the members instead of being automatically distributed in proportion with a shareholder’s ownership interest.
However, distributions of profits and salaries to LLC members are subject to self-employment taxes and an additional income tax is imposed on total incomes in excess of $250,000 per year.
Sebastian Gibson is also available to your corporation to serve as your Outside General Counsel in a wide variety of industries and business fields. The Law Offices of Sebastian Gibson provides our clients with decades of experience and knowledge in a wide variety of corporate matters that are of benefit to your business or corporation. When a problem arises or there is a need to prevent a small problem from becoming a disaster, our firm can provide solutions in a cost-effective manner.
At the Law Firm of Sebastian Gibson, whether you need to incorporate quickly or need advice with an existing corporation, call us.