May 23rd, 2019 | By: The Startups Team | Tags: Strategy
“Corp” stands for “corporation.” If you see it after the name of a company, it means that company is legally incorporated in at least one state. The founders have filled out all the paperwork, paid all the fees, and is viewed as a Corporation by the government and the IRS.
Corps and Incs. are virtually interchangeable when it comes to legal structure, compliance obligations, limited liability or tax structure. But that doesn’t mean you can use the terms interchangeably! Once you register as either a Corp or an Inc, you have to use the term you registered with on all of your legal paperwork.
H3 Structure of a Corporation Let’s look a the structure of a Corporation. Corporations have three main tiers of management: shareholders, directors, and officers.
Shareholders The shareholders of a Corporation are the owners. They’re the ones who “hold” shares of stock. Depending on how much stock they own, they have varying degrees of influence on the corporation — but they don’t make the decisions or run the day-to-day. Instead, they elect the company’s directors, who take care of all of that. They also vote to remove directors, when it seems like those directors aren’t working in the best interest of the corporation.
Directors The Board of Directors is elected yearly by the shareholders and they have a more direct involvement with the running of the corporation. They’re obligated to have an annual meeting about the business, as well as elect the corporate officers, set operation policies, expand the business, and authorize financial decisions. If a director doesn’t act in the corporation’s best interests, they can be held personally liable.
Officers Officers are elected by the Board of Directors and they manage the day-to-day operation of the corporation. There are usually four officers: President, Vice President, Treasurer, and Secretary. They’re in charge of keeping things moving along, managing employees, and taking care of the nitty-gritty.
There are three main types of corporations in the United States: C-corporations (C Corps), S-corporations (S Corps), and B Corps.
C Corporation “C corporation” or “C corp” simply stands for “corporation.” Corporations are a business entities that exist entirely separately from their owners. They can be taxed, make a profit, and be held liable. In fact, they offer the highest level of protection from personal liability for the owners.
One big downside of a C corp is that it can pay double taxes. The first set is on any profits the C corp makes, while the second set is on the personal tax returns of shareholders, when they’re paid dividends. C corps also require extensive record-keeping, specific operational processes, and strict rules about reporting.
When it comes to stock, C corps can issue stock and shareholders can sell their stock and/or leave the business without affecting the life of the corporation, unlike some other types of incorporation. A C corp is a good option for a company that’s planning on eventually going public.
S Corporation While C corps face double taxations, a main advantage of starting an S corp is that it only pays taxes once: Income and losses are passed through to individual shareholders and they pay taxes on their individual tax returns. Like other types of corporations, the owners of an S corp are protected from personal liability. S corps can also have up to 100 shareholders, which can make it easier to bring on more investors and therefore more capital.
However, S corps are still corporations, which means they’re more complicated than non-incorporated businesses. For example, they have to file articles of incorporation, hold directors meetings and shareholders meetings, keep corporate minutes, and let shareholders to vote on any big decisions related to the business. They also have higher legal and tax costs than unincorporated businesses, while the cost of set up is similar to other corporations.
Things are a little different when it comes to stock with S corps as well. They can only raise one class of stock and can only be owned by individuals, estates, and certain kinds of trusts.
B corp “B corp” stands for “benefit corporation.” In addition to making a profit, shareholders hold B corps responsible to contributing in some way to the public good. In some states, B corps are required to produce proof that they’re contributing to the public good. They’re taxed the same way as C corps
Why should you incorporate your company? Here are some advantages and disadvantages of establishing a Corp
1. Limited liability When a business is incorporated, the owner is protected by limited liability protection. That means if something happens — like you get sued or the company goes under — your personal assets are safe.
2. Gives you credibility Investors often like it when your company is incorporated because, well, it just looks more legitimate! It can also help with acquiring new customers and partners.
3. Monetary benefits It’s easier to raise money, sell stocks, and transfer ownership when your startup is incorporated.
4. Easier to set up retirement funds. Retirement funds aren’t something the self employed always think about, but with an incorporated business, it’s much easier to set up that 401(k).
5. Keeps your company alive. When a company is incorporated, the corporation lives on even if the founder dies. We know that sounds kind of macabre, but it’s something to consider!
1. Double taxes If you choose to incorporate as a C Corp, your company will be subject to double taxes. You can avoid that whole deal by registering as an S Corp.
2. Continuing fees One big bummer of being incorporated is that you have to keep paying to stay incorporated. In addition to the initial registration fee, you’ll have to pay a “filing fee” every year to stay registered.
3. Increased amount of record keeping If your company is a Corporation, there are initial and annual rules about record keeping. In comparison sole proprietorships, general partnerships, and limited liability companies (LLCs), don’t have to do the same.
There are a few steps that a company needs to take in order to set up a Corp.
Interestingly enough, you don’t have to incorporate in the state in which you live. Many companies choose to incorporate in Delaware, for example, because the court system there is more expedient than in other states. Venture capitalists also prefer Delaware incorporation, as they’re generally more familiar with that court system. Do a little research into filing fees, registration fees, and other factors when you’re deciding the state in which to incorporate.
Pick a name and make sure it’s not already taken by a business in your state.
There are a three options when you’re choosing the type of corporation you want your business to be: an S-corp, a C-corp, or an LLC. In an S-corp, shareholders pay taxes but the business does not, which is called “pass through taxation.” In a C-corp, you’ll pay corporation taxes. And in an LLC, you get a combination of pass-through taxation and the limited liability of a Corporation.
Choosing a board of directors is an important part of getting a company going. Your board will represent the interests of your shareholders and will also help make major decisions for the company.
What kind of shares will you be issuing your shareholders? The options include ordinary, preferred, or shares with or without voting rights.
Who’s going to be in charge of all the legal documents once you’re incorporated? That’s your registered agent and the government is going to want to know that name.
Once you have everything all together, it’s time to file your articles of incorporation! The cost and process differs from state to state, so make sure you’re following the instructions for the correct place when you file.
You’ll also need to have a set of bylaws, which are the rules by which your company will run.
Once you get that official registration notification from the government, go ahead and issue stock!