Corporations Q&A. Shareholders Edward R. Alexander, Jr.

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1 Crpratins Q&A. What is a crpratin and why frm ne? A crpratin is a business entity that is separate and distinct frm its wners. It can enter cntracts, sue and be sued withut invlving its wners (the sharehlders). Usually, crpratins are frmed t wn and perate a business r hld prperty. The mst imprtant reasns crpratins are used fr businesses are t limit the liability f the wners (sharehlders) and t separate management frm wnership. Sharehlders can limit lsses t the amunts they've invested in the crpratin and cmpany funders can manage the business even if they d nt wn all f it. Alternatives t the crpratin are the limited liability cmpany (r LLC) and the limited liability partnership (r LLP). Unlike crpratins, LLC and LLP entities are usually managed by their wners. LLC and LLP entities are ften used fr small businesses where a few wners wrk in the business. What is the difference between a crpratin and a limited liability cmpany (LLC)? The fundamental difference between the crpratin and the LLC is the relatinship between the wners. Mst f the time an LLC is used where all f the wners (called members) will be invlved in the business f the LLC fr example, in a crner cnvenience stre r prfessinal practice. A crpratin, n the ther hand, is typically used where sme f the wners (sharehlders) dn t participate in the management r peratin f the business (fr example, silent investrs). Because f that difference, an LLC impses certain bligatins n the members that dn t exist fr sharehlders, and limits the members ability t withdraw frm the LLC. The LLC has less standard arrangements and is mre flexible that a crpratin. Therefre, it is critical that all f the ptins fr the LLC be cnsidered carefully and the perating agreement be prepared s it reflects the agreed arrangements. An LLC can als be mre flexible frm a taxatin perspective. If qualified (based n the number and type f wners) an LLC can be disregarded fr tax purpses (the wner files a tax return including the incme and expenses f the LLC), r it can be treated as a partnership, C crpratin r S crpratin. Fr mre infrmatin, see LLC Q & A. The bttm line: A crpratin wuld typically be used fr an perating clsely held business if it can elect S status because the sharehlders are qualified (see discussin belw). If the sharehlders are n qualified t be sharehlders f an S crpratin, then the wners shuld prbably use an LLC fr a business t avid the duble taxatin f a C crpratin. What number f sharehlder, directrs and fficers are required? There are three key grups invlved in a crpratin: sharehlders, directrs and fficers. Sharehlders Edward R. Alexander, Jr.

2 Sharehlders (als knwn as stckhlders) are the wners f the crpratin. Each sharehlder has rights t d r have ne r mre f the fllwing: receive dividends (prfits); vte fr directrs; and receive the assets left ver after the crpratin is liquidated. Sharehlders can als have ther rights and preferences. The different classes and types f stck define what rights a sharehlder has. There can be ne sharehlder, a few sharehlders, r thusands r millins r sharehlders. Directrs. Directrs are the peple wh make plicy decisins fr the crpratin. These are decisins abut what business the crpratin is in and ther high level decisins. Directrs are elected by the sharehlders (at the annual sharehlder meeting) t serve terms typically between 1 and 3 years. Usually there are between 1 and 9 directrs f a crpratin. They have regular meetings t review the business f the crpratin and t make decisins. The Bard f Directrs als elects the fficers f the crpratin. Officers. The fficers f the crpratin manage the day-t-day business f the crpratin. Officers include the president, vice-presidents, secretary, treasurer, chief executive fficer (CEO), chief perating fficer (COO). N particular fficers are required in Flrida. Each fficer has the respnsibilities described in the bylaws f the crpratin (described belw). Mst ften, the secretary keeps the recrd bks f the crpratin and the treasurer is respnsible fr the crpratin s accunts. The president r chief executive fficer is the highest ranking fficer in the crpratin and reprts t the bard. The crpratin need nly have 1 fficer. In small business crpratins (usually called clsely held crpratins r clse crpratins), a few peple (r ne) may fill all f the rles. A single persn culd be the sharehlder, nly directr, fficer and emplyee f the crpratin. This is entirely permissible and desn t prevent liability prtectin. Hw is a crpratin created? Frming a crpratin begins with the filing f articles f incrpratin with the secretary f state by an incrpratr. The incrpratr, the persn wh frms the crpratin, signs the articles f incrpratin and files them (usually thrugh an attrney). In Flrida, the filing fee fr the articles and statement identifying the registered agent is $ Once the articles are filed, the crpratin is technically frmed. But, if yu d nthing mre, its like building a huse and frgetting t put up drywall. Yu re sealed against the weather, but it isn t a great place t live. (This is where mst $99 incrpratins fail. And, unfrtunately, yu nly find ut that yu failed t prperly frm the crpratin when yu need it mst: a creditr is calling r ne f the sharehlders is disgruntled.) It is therefre, imprtant t cmpletely fr the crpratin by: 2

3 having an initial meeting f the bard f directrs; transferring assets t the crpratin; adpting bylaws; if apprpriate, signing a sharehlders (r buy-sell) agreement; issuing stck; and filing the apprpriate tax frms with the IRS and Flrida Department f Revenue. Shuld I frm a crpratin fr my new business? Yes, if yur business is ne where: yu ll enter cntracts fr significant amunts f mney; yu sell prducts; yu re in a cnstructin trade; there is a high chance f being sued; r yu have emplyees. Maybe nt if yu re the nly emplyee (see prtectin f persnal assets, belw), yu dn t have any f the characteristics listed abve and it s a hme based business (i.e., n leased real estate). In that case, a limited liability cmpany may be mre apprpriate. Will a crpratin prtect my persnal assets? A crpratin can sue and be sued. If the crpratin can t pay its creditrs, thse creditrs can t g after the assets f the sharehlders just because they re sharehlders. But, it wn t prtect yu if yu ve dne smething wrng. Fr example, say yur business is incrprated and perates a bakery. The crpratin wns a truck fr the delivery f bread t custmers. Since yu ve just frmed the business, yu re the nly emplyee. S, after yu bake the bread yu deliver it using the truck. Unfrtunately, ne day yu hit Sally as she was crssing the street. After she recvers, Sally sues. First, she sues the crpratin because yu were n cmpany business when yu drve the truck that ran her ver. Then, she sues yu because yu drve the truck. In this case the crpratin wn t prtect yu because yu persnally drve the truck. Yu ll be liable (and yur persnal assets are at risk) t Sally because yu drve the truck. Nw, lets change the example a bit. Instead f yu driving the truck, it was yur trusted emplyee Jack wh drve the truck and hit Sally. In this situatin, the crpratin will prtect yur persnal assets because yu didn t persnally d anything wrng. Jack, hwever, wuld have a prblem since he was driving the truck. And, f curse, the crpratin s assets wuld be at risk fr the pedestrian s claim. This means that the crpratin s limited liability prvisins may nt be as advantageus if yu are the nly sharehlder and the nly emplyee f a service business. While the crpratin wuld prtect yu frm claims that the crpratin breached a cntract, it might nt prtect yu frm persnal injury and trt claims such as malpractice, accidental injury t ther peple and similar accidents. 3

4 What is the difference between S crpratins and C crpratins? There is n crprate difference between an S crpratin and a C crpratin, except the way they are taxed. (See the next questins and answers fr mre details.) The term S crpratin refers t an electin the directrs r sharehlders can make abut hw the crpratin will be treated fr tax purpses. Otherwise, S crpratins and C crpratins are just crpratins. All crpratins are treated as C crpratins by default. T be treated as an S crpratin, IRS Frm 2553 must be prperly and timely filed fr the crpratin. What is an S Crpratin? The electin t be taxed as an S crpratin is made by filing IRS frm 2553 with the IRS. Once that is prperly cmpleted, the crpratin is taxed as a "pass thrugh" entity. That means the S crpratin almst never pays taxes itself. Instead, the S crpratin files frm 1120S (its tax return) with the IRS and issues the sharehlders K-1 frms. The K-1 frms shw the sharehlders prtin f the net incme f the crpratin. S, if a sharehlder wns a 25% f the issued and utstanding stck f the crpratin and the crpratin s net incme fr the year is $200,000, that sharehlder s K-1 will shw $50,000 f incme. The crpratin's incme "passes thrugh" t the sharehlders, whether r nt the sharehlder actually gets the cash frm the crpratin. The benefit f this arrangement is that nly the sharehlders pay taxes n the crprate incme. The reduces the maximum tax rate t apprximately 35%, saving at least 9.75% f net incme frm taxes. Fr mst peple (wh are in the 28% tax bracket), the savings will be greater. The big drawback with an "S" crpratin is that the sharehlders have t include their share f the crprate incme n their tax returns and pay tax n that mney. If the crpratin distributes cash t the sharehlders, this may nt be a prblem. But, there are instances when a crpratin may nt distribute its cash t the sharehlders. First, cash and net incme (r prfit) are quite different. The crpratin may have a net incme, but nt have the cash in its bank accunt. Or, if the crpratin is cntrlled by ther sharehlders, it may decide nt t distribute cash t its sharehlders. Hwever, even if the sharehlder never receives any mney frm the crpratin, he must pay the tax n his share f the crpratin s net incme. The sharehlder culd have t pay thse taxes by dipping int savings r selling ther assets. What is a C Crpratin? A C crpratin pays taxes n its net incme. It files frm 1120 with the IRS (as its tax return) and pays federal (and pssibly state) taxes based n its net incme. The maximum crprate rate is 35%. 4

5 In additin, when a "C" crpratin distributes prfits t the sharehlders thrugh dividends, the sharehlders pay incme taxes n the dividends at a rate f 15%. This results in a duble taxatin, with an effective maximum tax rate f apprximately 44.75%. D I need t frm a Delaware r Nevada crpratin? Mst small business shuld create crpratins in the state where they re based. This is because a freign crpratin ne frm a state utside yur hme state must be authrized t d business in yur hme state. T be authrized it must file papers with the state and pay filing fees. Usually, thse fees are as much as the fees t frm a crpratin. Therefre, yu pay twice t frm the same crpratin. Nw, Yu might ask why, are publicly held crpratins usually Delaware crpratins? And why d sme peple suggest Nevada crpratins? Delaware s crprate laws tend t favr "management" (the bard f directrs) and enable the bard t mre effectively cntrl the crpratin. This isn t imprtant t yu as a small business wner because yu usually already have cntrl. If yu re the nly sharehlder, yu have cmplete cntrl. If yu re ne f a few sharehlders, yu shuld have a sharehlders agreement t cntrl management f the crpratin. Nevada crpratins are tuted fr their secrecy prvisins. Its my pinin that yu shuld g ffshre if yu want secrecy. Further, secrecy with a Nevada crpratin is usually a myth fr small business wners. Unless yu ll have an agent wh ll act by and fr the crpratin, smene is ging t knw yu re an emplyee, fficer r directr. They ll prbably assume yu re a sharehlder as well. What are the nging csts f a crpratin? In Flrida there is an annual crprate fee f $155.00, if paid befre May 1 f each year. In additin t the fee, yu ll have accuntant s fees fr preparatin f the crprate tax return, csts f a bank accunt and attrney s fees fr the annual crprate husekeeping. Thse csts will depend n the activities f the crpratin. What is a sharehlder s agreement and why have ne? A sharehlder's agreement is a cntract between the sharehlders where they agree t ne r mre f the fllwing: Deal with the sale f the stck f the crpratin by a sharehlder r the crpratin. Arrange fr the purchase f stck when ne sharehlder dies r becmes disabled. Identify wh will be the directrs r fficers f the crpratin. When the crpratin will distribute dividends. Cmpensatin fr sharehlder-emplyees. Issues relating t the management f the crpratin, such as brrwing, budgets, ffice and facility lcatin, business name, business type, etc. Sharehlder's agreements are critical fr small clsely held businesses where the sharehlders are usually active in the day-t-day affairs f the business. Since thse businesses are dependent n 5

6 the sharehlders t wrk fr the business, it is imprtant t deal with the pints listed abve, especially the death f a sharehlder and sharehlder disputes. Mst small business wners dn't want t be in business with their "partner's" spuse. S a sharehlders agreement shuld prvide a way fr the surviving sharehlders t buy ut the deceased sharehlder at a fair value and shuld fund the payment, usually with life insurance. Als, sharehlders ften find themselves in a dispute with ne anther ver the peratin f the business r the ther's effrts (wrk) in the business. T avid killing the business, the sharehlder's agreement shuld prvide fr a realistic way fr a sharehlder t leave withut harming the business r the sharehlder's investment. Hw lng des it take t frm a crpratin? Crpratins can be frmed in ne day in many situatins. Typically, hwever, the paperwrk and filings are cmpleted ver a ne t tw week perid. 6

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