FAQs Archive - Page 2 of 13 - Ready. Set. Incorporate!

Should I incorporate in Nevada?

You could. But you’d want a good reason to. For example, if you live there and are planning on running your business from there, makes sense. If you’re running your business in California, then incorporating in Nevada may be due to more nefarious reasons. Some attorneys like to organize their clients in Nevada because reaching an LLC’s assets through its members in Nevada is not permitted. Still, if your business is based in California, you’ll still need to register the corporation or LLC in California (too) and pay taxes in California.

June 15th, 2015|0 Comments

Should I incorporate in Delaware?

You’ve read a lot about that, I’m sure. There can be reasons to form there. Here are two that come up a lot: One, your business is going to have big deal investors who like being in Delaware, sometimes for reason number . . . Two: Delaware law is corporate-centric, efficient, and can provide better protections for the corporation’s officers and directors. But like filing anywhere else, if the principal place of business is in another state, you’ll need to register your corporation (or LLC) in that state as well as a “foreign” corporation/LLC.

June 15th, 2015|0 Comments

Should I form my LLC or corporation in a state other than where I live?

If you’re not thinking about Delaware, then maybe. Sometimes you’re going to have to. If, for example, you’re forming an LLC for investment real estate, with a few exceptions, that state will require you to form your LLC in the state where the property is. There may be other reasons to be in another state, but those come up rarely.

June 15th, 2015|0 Comments

When does a corporation become a corporation? An LLC?

I wish the answer to this were more existential, and thus more interesting. Alas, it’s as simple as this: when you duly file Articles of Incorporation, also know as charter documents, with the state official authorized to recognize and process such filings. In California, it’s the Secretary of State. In Delaware, it’s the Division of Corporations. Same for LLCs, except it tends to be called Articles of Organization.

June 15th, 2015|0 Comments

Can an LLC or corporation conduct business before its state registration has been filed?

You asked a tough question for which there are several competing answers, depending on who you ask. But since you’re asking me, I typically advise: No, the LLC or corporation cannot act as such before its state registration (for a corporation, its Articles of Incorporation; for an LLC its Articles of Organization is filed. If [...]

October 30th, 2020|0 Comments

Why should I form a corporation/LLC for my business?

Corporations provide liability protection for its owners, as well as its officers and directors, with some exceptions. So, there’s that. Insurance covers some things, not all things. And sometimes a corporation won’t help you . . . for example, if you’re a lawyer and you commit malpractice. That’s on you, individually – corporation or not. Tax may also drive a reason to incorporate or organize an LLC.

June 15th, 2015|0 Comments

What are Articles of Incorporation?

This is about as arcane as it gets . . . “Articles”. Be that as it may, we’re stuck with it as a word in corporate lingo. This is the document which provides the state, and therefore the public, with the initial information needed to bring the corporation into existence. It must follow certain state requirements minimally, and may also contain certain other provisions that may either be recommended generally, or may be required by certain investors. Sometimes this is referred to as the “corporate charter”.

June 15th, 2015|0 Comments

What are Articles of Organization?

Like Articles of Incorporation, this is the document used for bringing your LLC into existence. It’s filed with the state’s authority for, well, filing such documents. In California, this is the Secretary of State. In Delaware, it’s the Division of Corporations.

June 15th, 2015|0 Comments

Will a corporation or LLC protect me from liability?

That’s supposed to be the point of them, so I’m going to say . . . yes! However, you can become personally liable for your own negligence (or intentional bad acts). You may also become personally liable of the person suing you can prove that you didn’t follow corporate formalities, like holding meetings, maintaining minutes, or keeping enough working capital in the business’s accounts.

June 15th, 2015|0 Comments

I have not filed any of the annual meeting minutes I was supposed to file once we formed the S-corp. I see there are companies that will do this for me, but I was thinking I should be a strategic corporation and actually have an annual meeting. There are so many “resources” online that I’m getting stuck in the weeds trying to figure it out. Do you know who I need to send these to and do you happen to have a “template” for what my meeting minutes should look like? Any help would be greatly appreciated.

Annual meeting minutes for corporations don’t get filed. They get drafted, signed and put in the corporate records book which is typically located at the corporation’s principal place of business. No two meetings are exactly alike; if you don’t hold a meeting, then the minutes do tend to be the same as each other. If you’d like [...]

April 8th, 2020|0 Comments

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