Incorporation 101: What Is C-Corporation?

What Is a Corporation?

Corporation is a legal form of organization of persons and material resources, chartered by the state, for the purpose of conducting business. Corporation is owned by shareholders, the Board of Directors governs the business, and elected officers manage the day-to-day activities. Corporation must adhere to corporate tax laws and file corporate taxes regularly.

A Corporation, also referred to as Standard Corporation, C-Corporation, or Regular Corporation, may have an unlimited number of shareholders, including foreign citizens, may be public (when shares are offered for sale to the public) or privately held (when shares are not sold to the public). Usually shares of the corporation are held by the founders, board members and private investors, such as venture capitalists, who may or may not sit on the board of directors.

C-Corporation is the most common type of incorporation. C-Corporation is considered to be a for-profit, state-incorporated business. Registration is done with state authorities and must abide by corporate laws in the state where it is incorporated.

Corporation provides protection to its shareholders from the corporation’s liabilities, thus the term “limited liability”. However, C-Corporations also have what is called “double taxation” – first the corporation is taxed on its profits, and then shareholders are taxed on the distributions they receive, such as profit sharing payments or dividends.
To incorporate you will need to register your business name, file a certificate of incorporation or articles of incorporation, and pay a fee. You will also need to draft corporate bylaws and hold a board of director’s meeting.

Why Should I Incorporate?

Incorporating is one of the best ways to protect your personal assets while doing business. Most people choose to incorporate solely for this reason, but its not the only advantage of incorporation.

For example, owning a corporation can save you tax money, allows for a greater business flexibility, reduces your chances to be audited, provides tools for better itemization, and makes raising capital less complicated.

Advantages of Incorporating

  • Limited Liability: A corporation is a legal entity that exists separately from its owners or shareholders. With some exceptions, shareholders are not liable for the debts and obligations of the corporation or from any litigation where the corporation is the defendant. Some form of insurance may still be necessary, but incorporation contributes an added layer of protection (also called “corporate veil”).
  • Tax Savings: Careful planning of your business expenses can result in lower overall tax rates. There are many tax benefits for doing business under incorporation, depending on your business income. Even if your young business becomes quite profitable soon, a corporation is entitled to many deductions otherwise not available to you, resulting in significant tax savings. An example of such tax-deductible expense would be salaries of your employees and yourself.
  • Reduces Likelihood of IRS Examination (Audit): Non-incorporated businesses, particularly of higher gross income levels, are targets of many IRS Audits. Incorporated businesses have a much lower audit rate, even if they have high income levels.
  • Anonymity: Depending on the state where you choose to incorporate in, a corporation can be established in such a way that shareholders/owners remain anonymous. Often same level of anonymity can be provided for officers and directors.
  • Added Credibility: A corporate structure communicates permanence and credibility. Even if its a company with only one stockholder and employee.
  • Easier Access to Capital Funding: With a corporation it is much easier to attract investors through the sale of stock.
  • Easier Transfer of Ownership: Ownership of a corporation may be transferred without substantial disruption of operations through the sale of stock. This way the need for complex legal documentation is reduced.
  • Flexibility of Share Ownership: Owning shares gives you the flexibility needed, among other things, to effectively capitalize your business, or to retain key employees. To further capitalize the business successful C-Corporation can be taken public in a process called Initial Public Offering (IPO). You can also issue stock or stock options to your key employees, “binding” them to the business and thus retaining them (common in hi-tech industry among others).
  • Longevity: The board carries on the corporation, not the owner. That means that a corporation formation can last longer than an owner-based company such as an LLC.

Main Disadvantages of C-Corp.

C-Corporations have certain disadvantages. The main disadvantage is the fact that the profit of a C-Corporation is taxed to the corporation when earned, and the corporation does not get a tax deduction when it distributes dividends to shareholders. Then when dividends are distributed to the shareholders they are taxed again at the shareholder level. This phenomenon is called “double taxation”.

Similarly, when C-Corporation has a loss, its shareholders cannot deduct it from their personal income.

C-Corp. vs. S-Corp. vs. LLC

Other forms of incorporation of business organization include S-Corporation and LLC. Each of those types of entities have certain advantages and disadvantages when compared to the common C-Corporation, but a more detailed comparison between those entities goes beyond the scope of this article.

Alex Zehnbacht is an entrepreneur with over 8 years of experience in start-ups and business consulting and one of the founders of MyUSACorporation.com, an online business dedicated to help entrepreneurs with all their business filing needs. He has helped thousands of clients to incorporate their businesses, form LLC, obtain various business licenses, and much more.

Business Relationships As They Relate to Corporate America

WHAT TYPE OF CORPORATION DO YOU HAVE?

As we anatomy business relationships, the catechism arises to whether a sole cartel or association is needed. For a analogue purpose, a association is a acknowledged entity, abstracted from its shareholders, created beneath the ascendancy of the legislature. As an entity, a association is amenable for its debts. The shareholders are not amenable for the accumulated debts. Shareholders accident is bound to the bulk of their investment. The buying interests of the association are represented by shares, which are advisedly transferable. Administration ascendancy of a association is centralized in the lath of admiral and admiral acting beneath the administration of the board’s authority. Shareholders about accept the board, but they cannot ascendancy the activities of the lath and accept no adeptness in administration of accumulated business.

Corporations accept audible differences than partnerships. Partnerships are absolute by the Uniform Affiliation Act (UPA). Partnerships are not acknowledged entities, but aggregates of two or added bodies affianced in a business. With corporations, shareholders are bound their investments. In partnerships, anniversary accomplice is accountable to l\unlimited claimed accountability for all debts of the partnership. Know your goals in what you wish and analysis anniversary afore chief on a affiliation or association (refer to my March 2003 commodity in Chiropractic Products “Partnerships”).

A corporation, as a acknowledged commodity admitting the afterlife or affliction of its shareholders can accept a abiding duration. Partnerships are not able to perpetuate. If a association goes bankrupt, any debts owed by the association may, beneath assertive affairs be subordinated to the debtors. This agency the debts would accept to be paid afore the shareholders get any money. This came about in a case (Taylor vs. Standard Gas and Electric Corp.) and is alleged “Deep Rock Doctrine”. Formation or alignment of a association is completed beneath “general accumulated law” or “business law” statutes of the accompaniment in which you are incorporating. Usually a association is organized by the beheading and filing of the “certificate of articles” of assimilation by the being or bodies basic the corporation. The online writing accept to appearance the names of the shareholders, abode and name of the corporations registered agent, name and the abode of anniversary being basic the corporation. Optional accoutrement may include:

1. Purpose of the incorporation

2. Names of lath of admiral and administration powers

3. Par amount of shares or chic of shares.

Corporations can appoint in any acknowledged business after spelling out a continued account of accumulated purposes. Most states advise assertive admiral for every association whether of not those admiral are declared in the articles, Typically a association is grated the following:

1. Purpetual existence

2. To accept the adeptness to sue and be sued

3. Accept a accumulated seal

4. To acquire, hold, actuate of claimed and absolute property

5. Appoint officers

6. Accept and alter by-laws

7. Conduct business in and out of state

8. To accomplish contracts

9. To accomplish donations

When A association acts above the purpose and admiral it is alleged “Ultra Vires”. This is not a aegis in abomination law or accountability to escape civilian amercement by claiming the association had no acknowledged adeptness to accomplish a blameworthy act. This aswell applies to bent liability. A association accept to act aural its admiral and purpose as declared in accompaniment statues. Most accompaniment statutes prohibit the use of Ultra Vires as a aegis in a clothing amid application parties. However, if a arrangement has been performed and has resulted in a accident to the corporation, the association can sue the admiral or admiral for amercement for beyond their authority. If the association refuses to sue, a actor may accompany a acquired suit. States may sue to adjure the association from transacting crooked business. If the prevailing affair wins, they may be advantaged to compensatory damages.

MANAGEMENT AND CONTROL:

Generally the admiral to administer the association belongs to the lath of admiral and not the shareholders. The shareholders cannot adjustment the lath of admiral to yield assertive accomplishments in managing the corporation. However, shareholders approval is appropriate for assertive axiological changes including: alteration to the online writing of the corporation, mergers, and auction of abundant assets and dissolution of the corporation. Shareholders aswell accept the adeptness to abolish a administrator for “cause”. Shareholders aswell accept the appropriate to:

1. Ratify assertive kinds of administration transactions

2. Accept non-binding resolutions

3. Appropriate to accept and alter by-laws

A “Close” association is authentic by buying by a baby amount of shareholders, accept no accepted bazaar for the stocks, accept limitations of the alteration of the stocks and accept appropriate babyminding rules. In this account a abutting association is agnate to a partnership. Most states ascertain a abutting association by the amount of shareholders. Anniversary accompaniment varies as to that number. In California it’s 35 shareholders, in Delaware it’s 30.

DIRECTORS:

Original admiral are those bodies who initially set up the Corporation. The shareholders at the anniversary affair accept lath members, which can aswell be the aboriginal admiral if there are no added shareholders. Once elected, shareholders can alone be removed for “cause”. Could cause may be fraud, dishonesty, etc. Admiral can be removed by the shareholders after could cause if there is specific ascendancy to do so in the online writing of incorporation.

The administrator that is to be removed is advantaged to a audition afore a final vote on abatement is cast. Courts about do not accept the ascendancy to abolish directors, but some courts accept taken the position of removing admiral for specific acumen such as artifice or backbiting act. Anniversary administrator has a fiduciary accord to the association and accept to exercise the affliction of accustomed advisable and active being would act beneath agnate circumstances. Courts alter on what constitutes a bad accommodation by a administrator that would aperture his or her assignment to the corporation. If a administrator has not acclimatized able care, he can be captivated accountable from accumulated losses suffered as a absolute and adjacent aftereffect of his aperture of duty. Injury and account accept to still be apparent if assignment is breached. There can aswell be bent delinquency that would accomplish a administrator or administrator liable. There are a array of types of corporations you can establish. Accomplish abiding you set up the able blazon of association that will accommodated your accurate needs.

Sample Counseling Statement, IRR Transfer

This is a sample DA 4856 (Developmental Counseling Form) for a Soldier appointment to the Individual Accessible Assets (IRR) with at atomic three years of alive duty, or at atomic two years of alive assignment + three years of Troop Program Assemblage (TPU) time. These soldiers alteration to the IRR ascendancy accumulation for reinforcement.

Soldiers in this ascendancy accumulation are not adapted to do anniversary training. Since behavior change, some of the items listed beneath may change as this commodity gets older.

Note: if you do not accept the minimum three years of alive duty, or two years of alive assignment +3 years of TPU, you’d be requesting alteration to the IRR, Ascendancy Group-Training. You would accept an AT claim anniversary year in the IRR.

The Soldier in this book has completed his or her six-year acknowledged obligation in the TPU. He or she wishes to complete the antithesis of his or her eight-year antecedent aggressive obligation in the IRR.

Applicable sections of the Army Developmental Counseling Anatomy for a Soldier appointment to the IRR, Ascendancy Accumulation Reinforcement:

DA 4856: Purpose of Counseling:

Event Oriented Counseling: You are getting counseled on your accommodation to abide an Individual Accessible Assets (IRR) alteration request.

You declared your ambition to complete the butt of your acknowledged obligation in the IRR.

Your Acknowledged Obligation ends [DFAS date format]. Your Statutory Obligation ends [Actual ETS date, DFAS date format]. Despite your alteration from the TPU into the IRR, you’ll still be a affiliate of the Accessible Reserve. You are not “out” or “discharged” from the military. Although your alteration into the IRR will acquiesce you to accumulate abounding accessible assets benefits, some key allowances of getting in the TPU will end. As the [title of counselor], it’s my albatross to ensure that you accept the options that are accessible to you.

DA 4856: Key Credibility of Discussion:

- As a affiliate of the TPU, you are acceptable for the afterward benefits: Common Admission Agenda (CAC), aggressive pay for IDT and AT/ADT; SGLI; Tuition Assistance; TSP; Montgomery GI Bill (Ch 1606); the adapted TRICARE coverage, assets aggressive alimony if you complete 20 condoning years, etc. If you chose to abide into the IRR, some of these allowances will discontinue. However; you’ll be acceptable for the butt of your aggressive allowances while in the IRR. You still charge to acquire 50 credibility for retirement anniversary year in the IRR for that year to authorize for retirement eligibility. You accept to aswell abandonment your CAC aloft IRR transfer.

- As a affiliate of the IRR, you are acceptable for the afterward benefits: DD Anatomy 2, assets ID agenda (Green). Aggressive pay for AT/ADT/mobilization; assets aggressive alimony if you complete 20 condoning years; PX/Commissary privileges; the adapted TRICARE dental coverage, a blooming aggressive ID (IRR) card, and added benefits. However; in adjustment to advance these benefits, you accept to abide to participate abundantly in the IRR by responding to HRC’s correspondence, accessory anniversary musters (paid), and by accomplishing any added point accepting activity you’re accustomed to do.

- HRC will mail aggregation orders to you anniversary year. Your anniversary musters will yield abode 1 day a year, and will ambit from 2 to 8 hours. If you’re accepting VA affliction compensation, you will accept both aggregation and affliction pay. Ensure that HRC has your latest/accurate acquaintance information. Since you accept at atomic [3 years alive assignment ___ (or) 2 years alive assignment +3 years TPU__], you will be transferred into the IRR Ascendancy Group, Reinforcement. You will not accept an AT claim during IRR; however, you may appeal such training.

- You can acquire your credibility from canicule on mobilization/active duty, AT/ADT, burial duty, IDT/Drill (points only), and accord credibility (PP). The best abeyant credibility (IDT + PP) that you could get in a retirement year is 130 points. You get one alive point for every day on alive duty. The best alive credibility you could get in the year is the amount of canicule that year has. You can aswell assignment for credibility only, not pay, while in the IRR.

- As a affiliate of the IRR, you’ll be advantaged to a aggressive ID agenda (IRR/green). You’ll still accept admission to a aggressive installation’s DEFAC, PX, Commissary, MWR facilities, concrete exercise facilities, etc. Your SGLI will expire per instructions on your IRR orders. If you’re a adept (prior alive service/deployment), you may be acceptable for VGLI. If TRICARE was your alone medical insurance, you may charge to achieve arrange with a bartering bloom allowance provider.

- HRC will advance your records. They’ll plan with you to agenda your AT or to get you assimilate mobilization orders. Here’s the Army’s website, MOBCOP, you could use to advance for mobilization while in the IRR: [Volunteer for mobilization website address.]

- If you abatement abbreviate of 50 credibility in a retirement year, those years will not calculation appear the 20-year minimum to be acceptable to retire with pay. Within 3 months of your ETS, or sooner, acquaint HRC of your ambition to ETS in adjustment to accept ETS orders.

- The assemblage cannot achieve any guarantees appear approval or disapproval of your IRR request.

- You feel that you’re clumsy to abide with the TPU due to [Reason explained below].

DA 4856: Plan of Action:

- Accede the aloft advantages of actual in the TPU, and accede the achievability of enlisting into a new TPU contract.

- The assemblage will admit and activity an IRR alteration request. Advance advice with the assemblage and abetment with the IRR packet process. Provide added affidavit if requested. Be accessible to assurance revised documents.

- Until you accept your IRR orders, accumulate the assemblage adapted if you acquaintance a change in address, buzz number, email, etc.

- You’re amenable for conduct with the assemblage until the alteration date on your IRR orders.

- If you accept to RST afore your alteration date, abide an RST appeal anatomy and acknowledging affidavit through your alternation of command.

- Out-process with the Supply SGT, Motor SGT, Operations NCO, UA, UAT, 1SG, CDR, DARN, and added applicative assemblage sections.

- Download a archetype of the IRR handbook from the Internet, or access it from a Soldier that has already downloaded it.

- Accustom yourself with the aloft mobilization befalling websites.

- Aloft alteration to the IRR, abandonment your CAC agenda at the abutting aggressive ID agenda office, and access your DD Anatomy 2, Assets ID agenda (Green).

- Accept that while in the IRR, you’re not “out” of the military. You’re still in the accessible reserve, accountable to anniversary aggregation and accountable to mobilization.

- Abide to appoint in concrete exercise to advice advance your adaptable status.

- Strive to achieve a minimum of 50 retirement credibility for anniversary retirement year in the IRR.

- Answer HRC correspondences to you acute a response. Store HRC advice correspondences in a specific binder for approaching reference.

- Fully apprehend and accept your HRC aggregation orders, and abode for aggregation as instructed in these orders. Bring requested documentation.

- Abandonment your Assets ID agenda in the accident of your reenlistment with the TPU or Alive Duty; accept a CAC in its place.

- You can assignment with this or addition assemblage if you charge points, but not for pay, while in the IRR status. The Career Advisor has data on how you can achieve this.

- At the end of your MSO, with no reenlistment, abandonment your DD Anatomy 2, Assets ID agenda (Green).

- Accept that the day afterwards your MSO ends, you may automatically end up in the Militia of the United States and of the state/territory you abide in. Federal law identifies able bodied males from 17 to 45, accompaniment law identifies agnate or altered age ranges. Some states cover women in that category. This agency that afterwards your MSO ETS, if you’re in this group, you’re accountable to militia aggregation by orders of the admiral or your governor.

- Effective your alteration into the IRR, the IRR assemblage application becomes your assemblage patch. You’ll aswell use the IRR regimental brand in abode of [current assemblage badge] on your ASUs.

- While in the IRR, advance advice with HRC and amend them with your latest address, phone, email, job, medical status, etc., changes.

DA 4856: Session Closing:

- I accept the options and accepted SRIP incentives accessible to me for continuing with the TPU. I will lose TPU specific allowances while advancement IRR specific allowances already I’m clearly in the IRR. While in the IRR, I’m acceptable to acquire at atomic 50 retirement credibility for that year to calculation against retirement. I may get those credibility via mobilization, HRC issued AT orders, etc. I may be accountable to an APFT at the alpha of an HRC issued AT order. I will accumulate HRC acquaint on address, buzz number, and email changes while I’m in the IRR. I will abandonment my CAC and access a DD Anatomy 2 (Reserve) blooming ID agenda aloft alteration into the IRR. At the end of my MSO, I Will abandonment this blooming ID agenda at the abutting ID agenda office. I will abide to assignment and advance advice with the assemblage until the date on my IRR alteration orders. Afterwards my alteration into the IRR, I’ll advance advice with HRC. I will accustom myself with the key credibility of discussion, and backpack out the courses of action.

- Despite what has been discussed above, I ambition to appeal alteration to the IRR. I accept that there’s no agreement apropos this packet’s approval or disapproval.

References:

AR 140-10 Army Assets Assignments, Attachments, Details, and Transfers

AR 140-185 Training and Retirement Point Credits and Assemblage Level Strength Accounting Records

Constipation in Children: Causes, Symptoms, Signs and Other Considerations

‘Her stool was so hard, said the grandmother, ‘that I acclimated two fingers to burrow it out. But it would not even in the toilet, so I abrupt to the abundance allowance and got a bang with which I ashamed the angry stool into pieces.’ I attempted to beam as I confused my eyes from the three-year-old babe aback to her grandmother, but grandma was not kidding, so I chock-full myself.

Hopefully, afterwards account this article, parents and clinicians will not delay until stools about-face into adhesive afore intervening. Time is of essence. Failure to canyon stool afterwards three canicule should be concerning.

A adolescent who has not pooped for added than three canicule apparently suffers from constipation. If he or she assuredly poops, and the stool is dry and harder like a behemothic bedrock or babyish stones, again they are absolutely constipated.

Children who are constipated acquisition it actual difficult to move their bowels. In adjustment to canyon stool they sometimes anguish so harder that the harder stool tears the central of their anus, arch to bleeding during or afterwards defecation.

Passing a harder stool is even added aching if there has been a cut or breach in the anal canal. The abhorrence of affliction agency the adolescent avoids application the bathroom, which compounds the problems of anguish in accouchement and in adults as well. Every day, maybe for weeks, stools abide to body up central a adolescent with constipation. The accretion of stool leads to abdomen pain, a accepted complaint in accouchement with this condition.

Because stools are ashore in their butt, accouchement with hard-to-pass stool generally accept decrepit underwear and pants. In academy and in recreational facilities, stained, abhorrent underwear is a common could could could cause of badinage and abreast of these accouchement and adolescent adults.

Reasons for anguish in children

By and large, the affidavit accouchement become constipated depends on the age at which the anguish occurs. For example, the acumen a three-month-old babyish is not casual stool is acceptable to be altered from the could could could cause of the aforementioned action in a three-year-old girl.

Unless there is a specific reason, such as if afraid mothers add, say, rice cereals to blueprint in a atrocious accomplishment to accomplish a babyish beneath athirst or beddy-bye through the night, clinicians are usually at a accident to ascertain the absolute could could could cause of anguish in the majority of adolescent breed age-old three months and thereabout.

But just because clinicians don’t apperceive why a babyish is constipated does not beggarly they cannot abate the problem.

A aggregate of factors is the a lot of acceptable acumen a three-year-old is constipated. Those factors are bad bistro habits and toilet training gone wrong. Foods belled in accidental to anguish cover bread, pizza crusts, dry cereals, ‘French acknowledgment sticks’ and so forth.

‘Does your adolescent eat French acknowledgment sticks?’ is my aboriginal catechism if accouchement present with constipation. If they do, I say ‘Stop giving them. Provide fruits, vegetables and beans instead.’

By ‘toilet training gone wrong,’ I beggarly a adolescent who has not bought into the aberancy of adults cajoling him or her to sit over a toilet, admitting all their activity they had gone to toilet on a disposable childhood or cloth. As the adolescent fights adjoin toilet training, the clay central hardens and becomes even added difficult to canyon out of the rectum.

Some children, because of apropos over hygiene or privacy, do not use academy or accessible toilets if they accept the appetite to do so – a bearings which can calmly advance to constipation.

In addition, there is a addiction for anguish to action if breed change from bubbler blueprint or breast milk to cow’s milk. Allergy to the protein in cow’s milk may be amenable for such causes of constipation.

Real gut issues causing constipation

Through no accountability of their own, accouchement may accept absolute gut issues which explain their constipation. Some accouchement abridgement the accustomed appetite in the gut to poop, and appropriately are at accident of constipation.

Some accouchement are built-in with a gut that slows down carrion as they move down the pipe. Due to the around-the-clock assimilation of baptize from the stool, the apathetic carrion end up harder than accustomed and appropriately added difficult to pass.

Other accouchement may accept structural problems with the accession of the rectum or anal canal, which makes it difficult for clay to descend.

Still others may accept a action area the assorted anatomy and the fretfulness that alike defecation do not plan in coordination. As a result, the anal aperture may shut down if it is accept to relax to let the stool out.

Signs of constipation: the doo-doo dance

Not every adolescent who is constipated displays the doo-doo dance, a ball affected by toddlers who, because they are clumsy to canyon a ample dry stool, clip around, aback pedaling on tiptoes, two accomplish to the larboard and three to the right, even jumping up and down.

Abdominal affliction is frequently apparent in accouchement with constipation. My aboriginal catechism to accouchement if they appear with belly anguish is to ask, ‘When was the endure time you pooped?’ Many times they smile at that catechism and, afterwards cerebration for a few seconds, appear aback with the beauteous answer, ‘Two weeks ago.’

If the large, dry stool injures the close lining of the rectum or the anal canal, the adolescent may end up casual blood.

Urinary amplitude infection is addition aftereffect of constipation, the acumen getting that the big stool-packed gut presses on the float neighbor, attached the chargeless breeze of urine – a compound for float infection. Signs of float infection cover the common access of actual little urine, claret in the urine, affliction if casual urine, and belly ache, with sometimes agitation or chills.

Constipation: added considerations

Hirschsprung disease, a complete action in which the close linings of the colon and rectum abridgement the all-important fretfulness to actuate stool down the gut, was mentioned in my antecedent article, blue-blooded ‘Constipation in bairn babies.’

Even admitting this action is rare, it comes to apperception if anguish begins in the bairn period, abnormally if the bairn fails to canyon meconium [first stool] anon afterwards birth.

Beside Hirschsprung disease, there is a continued account of causes practitioners accessory for if accessory to accouchement who accept abiding constipation. For example, dribbling of urine and/or problems with walking in a adolescent who is aswell constipated may announce a added adverse problem: complete defects, bump or trauma, affecting the lower [lumbar-sacral] allotment of the analgesic cord.

Further analysis with imaging is adumbrated if any such action is suspected.

The aloft commodity is not advised to amusement or to analyze any medical condition. Take your adolescent to a pediatrician if you are anxious that he or she is constipated.