如何组建C公司

You might have considered incorporating your small business. Do you know how to form a C Corp.? Forming a C Corp. takes more time and money than othertypes of business structures. But, you are free from personal liability.

If youchoose to form a C Corp., you must file the C Corp. election form and closely regulated paperwork to federal and state governments. Some small businesses might find the recordkeeping regulations burdensome. But, corporation owners are not liable for the business’s debts.

C公司税

A C Corp. is a separate entity from its owners. That means the company handles any business debt incurred.

合并优点和缺点

There are a number ofincorporation pros and cons. The owners are not personally responsible for the business’s debt. Owners cannot get sued for business activities. Incorporation protects the owners’ personal assets.

Because owners are separate entities from the business, corporations are double taxed.The double taxation occurs at the business and personal income levels.

First, the corporation pays tax on its profits. The company reports business transactions onForm 1120, U.S. Corporation Income Tax Return.

People who own parts of a C corporation are shareholders. The shareholders pay taxes on theirdividends. Shareholders report the dividends and tax payments on their personal tax returns.

为C公司征税:

  • 公司不能向股东派息as tax deductions
  • shareholders cannot deduct corporation-generated losses on personal tax returns

Owners only pay personal taxes on salaries, bonuses, and dividends. Any other profits are taxed at a corporate tax rate. Corporate tax rates are lower than personal income tax rates. This represents part of the reason为什么VCS仅投资C公司.

How to form a C Corp.

所有公司都自动从C军团开始。您必须遵循所有合并规则。如果您不遵守规则,则可能会失去公司身份。遵循以下五个步骤组建C公司。

Step 1. Name your business

Choose your business’s legal name. The name cannot be another business’s name in your state. To register your legal name, submit the name to your secretary of state. You may have to send one to three options for your business name. The secretary of state will let you know if any of your choices are available.

When you form a C corp., your name should end in “corporation”, “incorporated”, or “limited”. You can abbreviate the end of your name with Corp., Inc., or Ltd.

Step 2. Organize leadership

Appoint directors and officers for your business. Directors oversee business activities and make decisions for the company. The directors select officers, who are in charge of day-to-day operations. You can be both a director and an officer.

在填写文书工作之前,请任命所有董事和高级官员。与您的州法律联系,以查看您是否需要选举一定数量的董事或高级管理人员。

董事需要定期举行会议。您必须保留会议中的讨论和笔记记录。

After you organize a board of directors, you need to write out bylaws.What are bylaws? Bylaws are rules that control how you run the company, when you hold meetings, and how you vote.

Step 3. File articles of incorporation

公司章程are formal documents that make your business a legal corporation. Information in the articles of incorporation includes your business’s name, address, and directors.

Because it is a legal document, you may want a lawyer to help you. File the articles of incorporation with your secretary of state.

Step 4. Issue stock certificates

所有C公司都有库存。股票代表公司的所有权。向股东签发股票证书。股票证书将公司分为您和其他股东之间的百分比。

Most small corporations don’t need to register stock with the federal Securities and Exchange Commission (SEC). You do not have to register stock if you make a private offering to fewer than 35 people. In your case, the shares might just divide the company between owners.

步骤5.申请业务许可证和标识号

Get a business license from your state commerce agency. Also, check your industry and local requirements for other necessary licenses and permits.

Your corporation needs an employer identification number (EIN). You can fileForm SS-4或在线申请EIN。你需要apply for an EINeven if you do not plan to hire employees. The EIN is your corporate tax identification number. You also need the EIN to open abusiness bank accountand apply for a business loan.

As a C Corp., you need to keep up with your financial records. Patriot’sonline accounting software是易于使用的,并为小企业主制造。立即开始免费设置和支持。

This article was updated from its original published date (9/9/2013).

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