Frequently Asked Questions Regarding Incorporation
What is a registered agent and why do I need one?
"C" corporation?
What is a registered agent and why do I need one?
State laws require that a location that is open and staffed during business hours be designated in the state of incorporation to receive and forward official documents from the state of service of process and other legal notifications. Also a registered agent will forward franchise tax reports to your corporation.
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Can we appoint our own registered agent?
Yes. Incorporate USA / Financial Foundations, Inc. will appoint, who the applicant is as the registered agent for the corporation you wish to form. Incorporate USA currently does not charge for registered agents fees if the client is the registered agent. In order to be appointed as your own registered agent and avoid potential charges you must sign off an acceptance letter as the registered agent and must have an address of record in the state you wish to incorporate in, if no address is available we will assist you in obtaining an address with our "Suite Vendors", the cost is generally $15.00 to $20.00 per month with mail forwarding. This process is required in most states and generally will take an extra day or two to process the corporation filing. In Florida,Delaware, & Nevada Incorporate USA, Inc is appointed as the Resident Agent to avoid delays in processing. You do have the opportunity to change this upon your initial annual report in January of the year following the formation of your corporation or LLC.
If you are planning on incorporating in a state other than the state you plan on holding a physical office, the registered agents fee is $139.00 per year. This is most common for Delaware and Nevada corporations. However, if you have an individual that resides in the state you are planning to incorporate in and they agree to act as your resident / registered agent, you can then avoid the fee. Of course, this person or entity will have to sign the resident / registered agent acceptance.
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Must a corporate name have a suffix?
Yes. The corporate name you choose must include a suffix, either spelled out or abbreviated, examples are Incorporated (INC), Corporation (CORP), Professional Association (PA)(P.C. in some states), or Limited Liability Company (LLC). When completing the incorporation request, please indicate your choice.
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What is the difference between an "S" corporation and a "C" corporation?
An "S" corporation is a very attractive entity. Available to small companies (up to 75 shareholders, all of whom must be citizens or residents of the U.S.), it provides the benefits of incorporation, while eliminating "double taxation." Rather than being taxed at the corporate level, profits and losses (pass through in accounting terms ) are included in your personal return (claiming business losses can reduce your personal tax bill, especially in the "start-up" year, and possibly the second and third fiscal year of the company). These extra tax advantages are not available to shareholders in a regular "C" corporation. An "S" corporation though can only issue one class of stock. Incorporate USA can apply for "S" status for your company and does not currently charge for completion of the form.
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If we incorporate in another state than the state we are doing business, must we file with the state we are actually conducting business in?
Yes. Legally, you must file with any state your are doing business in. If you file a corporation in Nevada due to the state's non-taxable corporate status, you must file within the state you are actually doing business in. This process for most small businesses generally result in additional charges. The process of filing as a sub-chapters "S" corporation and filing in a "corporate tax free state" will still result in the profits or losses passing to the shareholder's personal tax return, thus defeating the purpose of a tax free status. Your decision of Incorporating in another state should be thought out very carefully.
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How many directors and officers does the corporation need to have?
Generally, only one director and or officer has to be appointed with the Articles or Certificates of Incorporation. However, some states vary in these requirements, but usually require no more than three. Requirements for LLC's (Limited Liability Companies) vary by state.
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How soon will I have a Tax ID number or Federal ID Number for the corporation?
For most corporations, in most states, Incorporate USA will have a Tax ID (FEIN) within 24-48 hours. In some cases, the internal revenue service will only handle request via FAX, if this is the case with your IRS servicing center, we will have your tax id number within 5-7 working day. The fee for tax ID ServIce is currently $65.00.
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How many shares of stock do we need to authorize and at what par value?
Incorporate USA / Financial Foundations, Inc. automatically AUTHORIZES 1000 shares of stock for all incorporating request. The amount of authorized shares depends on what the plans of the company are, i.e. if you plan on going public or have a private offering to individuals in the future. You should certainly consult with your business planner, CPA, or Attorney to determine how many shares to authorize. We place a par value of $1.00 on all shares. These amounts can be what you and your partners request. You must email us to request different values. Delaware is automatically set at 1500 Shares $0.00 Par Value. This will reduce the annual franchise tax of your entity. If you need to set a par value or additional shares, you must call for a quote as the listed filing fee will change.
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What's the difference between Authorized and Issued Shares of Stock?
Authorized is the amount of stock that a company is approved to issue. Issued stock is stock that has been issued to an entity, be it a person, business, or certain types of trust. Stock must be issued for capitalization in most states, unless the corporation is a non-stock company or entity that has members or no stock authorization at all. These types of corporations are generally NOT FOR PROFIT.
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Does one stock certificate represent one share of stock?
It can, however, one stock certificate can represent millions of shares of stock up to the amount authorized, as stated on the or in the Articles or Certificate of Incorporation.
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Is there a fee for name reservations?
Yes. In most states the fee is generally between $25.00 and $50.00. Call and we will assist you in reserving the name.
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Are there any additional cost than what's on the homepage of Incorporate USA?
Yes, if you choose options of expedite service, overnight service, if you are located out of the country, and if you do not have an address in the state you are incorporating. Call us for a complete quote or Print the Client Worksheet to figure your exact cost.
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