When you start a small business, you are also required to decide how to structure your business. Each structure has its own set of pros and cons; the best format will depend on the type of your business, location, and other specific needs. However, if you are unsure as to what structure is best, then it is advised that you take some time and review the advantages and disadvantages of the U.S. Small Business Administration website. So, this platform is designed to lead you to how to incorporate a small business.

It is always better to start by understanding that it usually makes the most sense to stay put and incorporate in the state where you do most of your business. If would like you form an out-of-state corporation, such as in Delaware or Nevada. You will end up qualifying doing business in your home state anyway. And this process is similar to incorporating in your state and costs the same.

You also will be required to pay any state corporate income taxes levied in your home state for income earned there. Even if another state has more advanced or flexible corporation laws, these mostly favor large, publicly-held corporations, not the smaller type of privately-held corporation most small business owners form.

Small Business Incorporation – An Overview

How to incorporate small business

Incorporating is simple as long as your close associates and family members will own all stock and none will be sold to the public. It is so easy, in fact, that the necessary legal requirements, principally your Articles of Incorporation and Corporate By-laws, can usually be prepared in a few hours. The first step to be taken is checking with your state’s corporate filing office (usually either the Secretary of State or Corporations Commissioner) and federal and state trademark registers to be sure the name you would love to use is available.

You then will have to fill in blanks in a reprinted form (available from commercial publishers or your state’s corporate filing office) listing the purpose of your corporation, its principal place of business and the number type of shares of stock. You will file these documents with the appropriate office, along with a registration fee which will usually be between $200 and $1,000, depending on the state.

It will also need to complete (but not file) Corporate By-laws. These will outline a number of important corporate housekeeping details such as when annual shareholder meetings will be held, who can vote and the manner in which shareholders will be notified or informed if there is a need for an additional “special” meeting.

Considering your corporation has not sold stock to the public, conducting corporate business is remarkably straightforward and uncomplicated. usually, it amounts to little more than recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. Even these formalities can often be done by written agreement and do not usually necessitate a face-to-face meeting.

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Advantages of Business Incorporation

Whether your staff is composed of just two people or more than 20, all small businesses can easily benefit from incorporating. And if we talk about the advantages of Forming a corporation or limited liability company (LLC) include:

Nationwide availability

All 50 states and the District of Columbia now recognize both corporations and LLCs.

Name protection

In most states, other businesses might not file your exact corporate or LL C name in the same state.

Additional credibility

Adding “Inc.” or “LL C” after your business name includes instant authority and legitimacy. Consumers, vendors, and partners may prefer to do business with an incorporated company without hesitation.

Personal asset protection

Both corporations and LL-Cs let owners take advantage of separating and protect their personal assets. Inappropriate structured and managed companies, owners should have limited liability for business debts and obligations.

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Perpetual existence

Corporations and LL Cs exist always, even if their ownership or management changes. Sole proprietorship and partnerships end if an owner dies or leaves the business.

Tax flexibility

Even though profit and loss typically pass through an LL C and get reported on the personal income tax returns of owners. An LL C can also elect to be taxed as a corporation. And a corporation can avoid double taxation of corporate profits and dividends by electing Subchapter S tax status.

Deductible expenses 

Both corporations and LL Cs may deduct normal business expenses, such as salaries before they allocate income to owners.

Importance of Incorporating to Protect Your Assets

Corporations and LL Cs offer greater asset protection than sole proprietorships and general partnerships, which is a strong reason for incorporating a small business. A sole proprietor business entity or general partner has unlimited personal liability for the debts and obligations of the business. Personal assets (like their home, car and personal savings) remain at risk in a judgment against the business.

In contrast, corporations and LL Cs allow owners to separate and protect their personal assets from the debts and obligations of the business. The properly formed and structured corporation or LL C, and judgment against the business should not influence an owner’s home, car, savings, or other personal assets.

How and Where to Incorporate a Small Business

Most small businesses incorporate or form an LL C in the state in which they primarily operate. This is done for several reasons, such as:

  • Selecting your home state is typically the least complicated option. It specifically costs less than incorporating in a different state, but there are exceptions. You can avoid paying franchise taxes and filing annual reports in more than one state.
  • Many companies trade throughout the United States and abroad. A corporation or LL C with business locations in multiple states may incorporate in a single state and then register to do business in additional states. That means to incorporate your business, you must formally register, file annual reports and pay annual fees to conduct business in multiple states.
  • If you are outside the U.S. and are unfamiliar with the various options afforded by several key states, you can always seek assistance from specialists. Who can also help you choose the right state for incorporating your business in the U.S?

Should You Incorporate or Form an LL C?

Most people incorporate or form a limited liability company (LL C), to safeguard their home, car and personal savings. Incorporating is considered best to assist you to conduct business without the apprehension of losing personal possessions due to business liability.

LL Cs gains popularity with small business owners because they combine the simplicity of a corporation with the tax advantages and flexibility of a partnership. Both businesses and individuals can own an LL C. LL Cs draft an internal operating agreement to govern ownership.

Unlike LL Cs, corporations issue shares of stock. The Internal Revenue Service (IRS) taxes most corporations at a lower tax rate than individuals. Corporations use by-laws to set forth the management rules and regulations with their shareholders, directors, and officers.

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Incorporating and Taxes

When you incorporate a small business or company, tax regulations depend on the type of business you select. You may contact your tax professional for more information about the business type you choose.

Some regulations include:

  • C corporations (C corps) file IRS form 1120 to report corporate income to the Internal Revenue Service. The IRS taxes company profits at corporate tax rates and dividends paid to shareholders at individual tax rates. For this particular reason, you may hear tax professionals refer to “double taxation” of a C corp.
  • Corporations can elect “pass-through” taxation by applying to the IRS for status as a Sub-chapter S corporation (S corp). The S corp offers similar protection from personal liability. However, owners can report their share of company profit and loss on their individual tax returns. The S corp is not able to have more than 100 shareholders.
  • Like a sole proprietorship or partnership, an LL C enjoys pass-through taxation. This means that owners (also known as “members”) report their share of company profits or losses on their individual tax returns. The IRS does not assess taxes on the company itself. This ignores the “double taxation” that general, or C corps, experience. In a C Corp, the IRS taxes profits at the corporate level and dividends at the shareholder level.

How to Incorporate a Small Business – A Simple Guide

Before you set up a corporation, it is essential to understand the key benefits of incorporating or forming an LL C. Knowing and getting just what incorporating involves or includes for you as a business owner, including financial and administrative expectations that may need to be reported periodically, can help you decide if incorporating is considered the right move for your company.

If you have determination that a corporation is the best structure for your business. Here is a review of some of the advantages of forming a corporation. Follow these steps to becoming incorporated. Also, you may always consult a professional accountant and/or an attorney if you have questions about incorporating your small business in the United States.

1. Choose Your Business Name

Choosing your business name

The first step is opting for a name for your business. An effective business name must fit what you do. It should be something people will understand and remember.

Once you registered your business name, you should check your state’s corporate filing office as well as federal and state trademark registrars. It is also a good idea that comes up with an alternate name in case your first choice is not available. Your local secretary of state will not allow you to use the exact same name as another corporation in your locality because that could confuse consumers.

In addition, choosing the same name as another business could amount to trademark infringement, thus, landing you in legal court trouble. So, as a corp, keep in mind that you will have to tag a signifies onto the end of your business’ name, such as Inc., Co., or Corp.

2. Identify Your Location

Identify location

After that, you must select a state as your headquarters’ location. This does not necessarily need to be where you live or even where you expect to do the majority of your business, although sticking with your home state may be an easier process. However, some factors which you need to consider when choosing a state for incorporation include the cost to incorporate, taxation and corporate laws.

3. Select the Type of Corporation

Select the Type of Corporation


Now, it is time to decide what type of corporation you want to form for your small business. You can incorporate your small business as a C Corporation, an S Corporation or an LL C. Each one of these types has its own pros and cons. So you ought to explore or search the explanations of each corporation type and consult a tax accountant for advice.

4. Name the Company Directors

The next step involves selecting the directors. A corporation needs to have a board of directors who are effectively responsible for running the corporation. The selection of directors is a very crucial decision and can impact your business in many ways.

5. Determine the Type of Shares

Types of shares

Next, you will choose the type of shares your corporation will sell to stockholders. In many cases, corporations are private, limiting the availability of the shares to only a few individuals (your directors).

6. Obtain a Certificate of Incorporation

It is a document you have to file with the state in order to create a corporation. It contains your business’ name, location, number, type of shares, name, and address of the registered agent, and name of the incorporation. And you will be than obtaining and completing a Certificate of Incorporation, available from your state’s corporate filing office.

It will include your company name, the objective of the business, location and other information gathered in the previous steps. Make sure you are in the clear with local business licensing and zoning authorities. Although most businesses actually do not require any permits or licenses to operate. However, those in regulated industries like food service or childcare do.

Also, make sure you are in compliance with local laws so you do not have to worry about that once you establish your corporation and begin running your own small business.

7. Process and File the Paperwork

The ultimate step of incorporation includes submitting the articles of incorporation you have prepared in the final step to the state with registration fee. And you have the option of filing the paperwork yourself, through your attorney or by using a third-party service. You should have to choose the option that you are most comfortable with and works within your budget.

Final Thoughts on Incorporating Your Small Business

Choosing the structure of your business is not everybody’s cup of tea or a small decision to make. Make sure you take the time necessary to gather all of the information you need to make an informed decision. Incorporation is regulated at the state and city level and you will need to be aware of the local requirements. Whenever in doubt, you can get state-specific help either by consulting a business lawyer or, for general advice.

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