Hate to be a lawyer about this, but it depends. Typically there’s the name you formed your entity with, and then there’s the name you do business as, which may be two different things, and both require paperwork. In the case of the name you do business as, that may be expose you to trademark or service mark infringement.
Depending on what state your company is located in, this could be as simple as filing a single form with that state’s governing agency. In some states, this may be more complicated, but there’s always a way. Keep in mind, by converting the entity, you will likely have to get it a new Tax ID Number, since it’s now a different entity. If there’s a partnership agreement, or certain rights with respect to voting or capital return, be careful about property transferring all of that over. Consult with tax and legal counsel.
California, and many other states, require an annual or biannual report filing detailing the names and addresses of the directors and officers (or managers in the case of an LLC). It’s part of the social contract entities have with the public – liability protection in return for transparency. Not filing can lead eventually to suspension of the corporate or LLC charter, thereby exposing the entity’s owners to personal liability. In California, the first one is due within 90 days of filing the Articles of Incorporation or Articles of Organization.
Yes. It’s not always ideal, especially if you’re looking at growing or bringing in investors, but the law allows it. And please stop calling it "my corporation". The more you do that, the more you expose yourself to personal liability. Think of it as separate and apart from you, and the rest of the world will too.
Corporate minutes memorialize actions voted on and authorized by the corporation’s shareholders and directors at duly noticed meetings. Keeping these minutes up to date is critical to maintain the corporation’s liability shield, because without them, a claim could be made that the corporation as an entity separate from its shareholders wasn’t being treated seriously and [...]
Yes. But depending on what stage the business is at, they may not be immediately deductible as an operating expense, but may need to be treated as a start-up expense. This can get complicated; you should consult a tax advisor.
Remember, one point of the entity is to keep your business separate from your personal, thereby protecting the personal assets. So, the answer is going to be yes. As such, that will also involve obtaining a tax identification number.
No. But depending on the directors' background, level of experience, and the value they bring to your business, you may want to consider some kind of compensation or even equity. Not only are they worth it, but you’ll get a commitment from them that won’t otherwise exist if they’re just donating time and expertise. Specifically with respect to officers, there is an expectation of payment.
I’m proud of you for asking such a clever question. Makes me wish the answer was just as thoughtful. Alas, it’s not: there’s no difference. A shareholder in a corporation, and a member in an LLC, are both nomenclature for defining owner. In fact, LLCs are flexible enough such that they can be structured to look like corporations, so their owners may also end up being “shareholders”. All that said, members in LLCs and shareholders in corporations are governed by different statutes, so their respective rights may differ.
Terminating an LLC in California is a pretty simple affair. I wouldn’t blame you if this is the one thing you choose to DIY, since you can do it online. There are legal issues, though, in terminating an LLC or any entity. For example, you need to make sure that the LLC’s debts are paid [...]
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