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There are different business ownership structures, so it is very important to choose the right one for you and your business.

Choosing the right form of entity for your business involves a careful consideration of the various attributes and goals of that business. This is a decision best made after consultation with a skilled professional who can help you navigate through this process. Before you decide on what form of entity is best for your business, it is important to consider the goals of your business, the level of liability to which your business may be subject and the tax considerations.

There are different steps that must be performed in order to incorporate properly:

  • Name availability check
  • Define a Statutory Agent: the law requires to elect a Statutory Agent. Any entity conducting business within a state must register to do business in that state, designate and maintain a registered agent, and in some cases a registered office. A Registered Agent acts as the representative for accepting Service of Process served upon the company within the jurisdiction of any state where the company conducts business. Service of Process is broadly construed to include any legal proceeding, legal notice, or official government communication presented to the company while it is within the jurisdiction of a state.
  • File the Articles of Incorporation
  • Prepare Custom By lawys or Operating Agreement: The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC, although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company.
  • Obtain EIN: A Federal Tax ID is also known as an Employer Identification Number (EIN). It is a nine-digit number valid in all states for banking, tax filing, and other business purposes. An Employer Identification Number (EIN) is also known as a Federal Tax Identification Number, and is used to identify a business entity.
  • Prepare LLC or Corporation Kit: A Corporation Kit is a binder usually containing essential items for the required maintenance and administration of a corporation. Once your corporation is formed, you must comply with corporate formalities. These formalities include holding initial and annual meetings of directors and shareholders, adopting bylaws, and issuing shares of stock. Corporation Kit contains the necessary items to make complying with these formalities easy.
  • Publish Articles of Incorporation: After the Articles of Incorporation or Organization has been approved by the Corporation Commission, you must publish the Articles of Incorporation or Organization. The publication must be in a newspaper of general circulation in the county of the known place of business in Arizona for three consecutive publications.

    Publications must be completed within 60 days from the date the Company was approved by the Corporation Commission.

  • Issue Membership or Stock Certificate: Corporations, limited liability companies (LLCs), limited partnerships (LPs) and limited liability partnerships (LLPs) designate ownership in the companies by providing shares of stock, membership interest or partnership interest respectively. These entities issue certificates to the shareholders, members or partners in order to provide proof of ownership. For corporations, these certificates are called stock certificates. For LLCs, they are called membership certificates, and for LPs and LLPs, these are called partnership certificates, since ownership is designated in partnership interest. A Stock Certificate is a legal document that is issued to a shareholder confirming that particular shareholders interest within the Corporation and designates the amount of shares that shareholder holds within the corporation. This certificate provides written physical proof of ownership rights in the corporation.
  • Create Minutes of Board of Directors Meetings: Meeting minutes are a record of what happened at a meeting. Board meeting minutes are very important. Minutes are considered legal documents by the auditors, IRS and courts, and they represent the actions of the board. Many assert that if it´s not in the minutes, it didn´t happen. The secretary of the board usually takes minutes during meetings. Written minutes are distributed to board members before each meeting for member´s review. Minutes for the previous meeting should be reviewed right away in the next meeting. Any changes should be amended to the minutes and a new version submitted before the next meeting where the new version is reviewed to be accepted. Minutes should be retained in a manual and shared with all board members.
  • Apply for S-Corp, if necessary: An S-corporation, for United States federal income tax purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. In general, S-Corporations do not pay any income taxes. Instead, the corporation´s income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns. This concept is called single taxation; if the corporation is taxed as a C-Corporation, it will face double taxation, meaning both the corporation´s profits, and the shareholders´ dividends, will be taxed. S-corporation status provides many of the benefits of partnership taxation and at the same time gives the owners limited liability protection from creditors. The S corporation rules are contained in Subchapter S of Chapter 1 of the Internal Revenue Code (sections 1361 through 1379). S status combines the legal environment of C-corporations with U.S. federal income taxation similar to that of partnerships. Unlike a C-corporation, an S-corporation is not eligible for a dividends received deduction. Unlike a C-corporation, an S-corporation is not subject to the 10 percent of taxable income limitation applicable to charitable contribution deductions.