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Filing an Amendment – FAQs

July marks the middle of the year and a great time to make changes within your company! This month, we answer all your thought provoking questions about filing an amendment.

Q: When do I need to file an amendment?
A: Articles of Amendment are required if any of the information included in your incorporation or foreign qualification paperwork changes. For example:

  • Changes to the company name
  • Changes to the Registered Agent Information
  • Company Business Address
  • Director or Member Information
  • Number of Authorized Shares
  • Business Activities of the Company

Q: Do I need to notify the state if the nature of my business changes?
A: If you used a general purpose clause in your incorporation/foreign qualification documents, such as “All lawful business,” then you won’t need to notify the state if you changed your business activity/purpose. Likewise, if your state didn’t require business information listed, then you won’t need to update anything. But, if you did provide a specific business purpose and this purpose changes, you will need to file an Articles of Amendment.

Q: What if my company relocates its offices?
A: Generally speaking, the address on record with the secretary of state’s office is the registered office address of the company. As such, your company may be required to file Articles of Amendment to change the address of the company if the address that is on record with the state is no longer valid.

Q: What if I would like to authorize more shares for my company?
A: Since your total authorized shares are most likely listed on your Articles of Incorporation, you will need to file an amendment to make this change.

Q: If I am foreign qualified to conduct business in another state, do I need to amend these documents too?
A: Yes, you need to file an amendment if you change information that’s included in your foreign qualification document. Typically speaking, this is a similar process to filing an amendment to your incorporation document. But, the state of qualification may require that you show a Certificate of Good Standing from your state of incorporation. We can help you obtain this document.

Q: I didn’t set up my company through CorpNet. Can you still help me file an amendment?
A: Absolutely. We can prepare and file the necessary amendment documents, whether your formed a business through us or not.

Q: What if I want to change my company’s name?
A: If you want to change your company name, you have two options. First, you can keep your official name (the name filed in your corporation/LLC paperwork) as is and then file a DBA for the new name. In this case, you’ll still use your original business name for all official activities with the state, such as filing your taxes and your annual report. But, you can use your new name for all other activities – such as marketing, opening a bank account, etc.

If you want to abandon the original name altogether, you can file Articles of Amendment (also called Certificate of Amendment) with the state to officially change your company name. Keep in mind that if your business is registered in other states as a foreign entity, you will also need to file Articles of Amendment in each one of those states.

We’ll help you create the documents needed for either option and file it with the state.

Do you need help filing an amendment or have any questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

By | July 17th, 2017|FAQ|0 Comments

Professional LLCs – FAQs

Happy June! Summer is fast approaching and with new beginnings, we bring you a new post in our FAQ series! This month, we discuss the Professional LLC, or “PLLC” and the ins and outs of filing them.

 

Q: What is a PLLC?

A: A Professional Limited Liability Company is a special type of LLC that’s designed for licensed professionals, such as accountants, lawyers, and doctors (typically, professions that require a license). Some states do not allow licensed professionals to form an LLC since they don’t want them to escape personal responsibility for professional malpractice by “hiding behind” the personal liability protection of an LLC. Instead, they allow professionals to form an LLC. But, specific rules vary by state.

 

Q: If I’m a licensed professional, how can I find out if my state allows me to form an LLC, PLLC, or something else?

A: The LLC and PLLC are state constructs; as such, rules vary widely by state. For example, professionals in New York cannot form an LLC, but may form a PLLC. Professionals in California cannot form an LLC or a PLLC, but can form a RLLP (Registered Limited Liability Partnership) or PC (Professional Corporation). And professionals in Arizona can choose between an LLC or PLLC. And the specific rules within a state may also depend on the type of profession as well.

The easiest way to determine your business entity options is to give us a call at 1.888.449.2638 and we’ll discuss which entities are available for your profession in your state.

 

Q: How do I form a PLLC?

A: As expected, the process to form a PLLC is more involved than forming an LLC. You’ll typically need to have your state licensing board approve your articles of organization first (again, this requirement varies by state). As a result, it takes longer to form a PLLC than an LLC. After the proper state licensing board has approved your articles of organization, then you will need to file the articles of organization and other formation paperwork with the state. Most states require a signature and license number of a licensed professional to form the LLC.

Our small business experts can help you with each stage of the process. First, we’ll ensure that your particular business needs to file a PLLC in your state. Then, we’ll help obtain the necessary approvals and file your paperwork.

 

Q: Who can be an owner/member of a PLLC?

A: While specifics vary by state, many states limit who can be an owner/member of an PLLC. In some states, only licensed professionals of the specific service can be members in a PLLC.

 

Q: How does limited liability work with a PLLC? 

A: Like an LLC, the PLLC creates a separation between the individual owners and the business. But there’s a very important distinction. You will still be personally liable for malpractice claims related to your own actions. For this reason, you’ll need to have a good malpractice insurance policy even if you form a PLLC. However, a PLLC will typically protect you from personally liability for the business debts, as well as the malpractice of other owners within the company.

 

Do you need help registering a PLLC or have a questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

                               

Registered Agents – FAQs

Happy May! This month, we will be going over the requirements for being or maintaining a registered agent and what the registered agent does for your business.

 

Q: What is the purpose of the registered agent?

A: The registered agent is the person named to receive important legal and tax documents on behalf of a business in a given state. This includes important mail sent by the state (annual reports or statements), state tax documents, as well as any Notices of Litigation. Virtually all states require corporations, LLCs, LLPs, LPs and nonprofits to appoint a registered agent in the state where the company is formed. And, if a company registers to transact business in another state (via a foreign qualification), it will typically need a registered agent in that state too.

 

Q: What are the requirements for a registered agent?

A: The registered agent can either be an individual or a company approved by the state to be a registered agent. The registered agent must be located at a street address – P.O. boxes are not acceptable. In most cases, the registered agent also needs to be located in the state where the company is incorporated or qualified to conduct business. Keep in mind that a P.O. box is usually allowed as the mailing address for the business.

 

Q: Can I serve as my company’s registered agent?

A: Yes, absolutely! However, states require that the registered agent must be available at all times during normal business hours to receive and sign for any important documents. That’s because the state needs to make sure a summons, lawsuit, or other official state documents are actually received by the company and not “lost in the mail.” If you’re confident that you’ll always be on hand during normal business hours at the designated address, you can be your registered agent. But most small business owners prefer to have a third party serve as the registered agent for the state.

 

Q: Will my business fall out of good standing without a registered agent?

A: Here’s one scenario of what can happen. Let’s say you fail to maintain a registered agent service, or you choose to serve as your own registered agent and either move or aren’t around to receive an official communication. If an official document from the state can’t be delivered to/accepted by your registered agent, then the state may put your business in bad standing until you update the state records with an active registered agent.

 

Q: What is Service of Process?

A: This refers to the delivery of legal documents such as a lawsuit, summons, subpoena for records, wage garnishment or any other official correspondence from the state. Your business is required to have a registered agent in the state who can receive service of process during normal business hours.

 

Do you have a questions regarding a Registered Agent? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

 

                               

Annual Reports – FAQs

Happy March! This month, we’re discussing Annual Reports and why they are pertinent to your business.

Q: What is an Annual Report?
A: Also known as a Statement of Information, the Annual Report essentially keeps the state up to date with your company’s vital information. For example, you may be asked to submit information about directors and officers, and the registered agent and office address of the company, especially if any of this has changed in the last year. In most states, there’s also a small filing fee associated with the report.

Q: Do I need to file an annual report for an LLC?
A: While an LLC involves significantly less formal administration than a corporation, LLCs are still required to file an Annual Report in most states. Not every state requires an Annual Report – and each state has its own rules on how often and when the report must be paid. The first thing to do is to understand the requirements for your state; you can either contact your secretary of state office or sign up for CorpNet’s free B.I.Z. service. B.I.Z. is free to any small business (whether you incorporated through CorpNet or not) and sends you alerts for any upcoming deadlines.

Q: What are the consequences for failing to file an annual report when required?
A: Missing an Annual Report deadline can result in late penalties and fees, and who wants to pay money unnecessarily? In the worst case scenario, your company can be suspended or dissolved.

Do you need help filing an annual report or have questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

Nellie in the News: February 2017

What a start to 2017! January and now February have flown by and we’re looking forward to a spring filled with lots of sunshine after these rainy past few months.

We have been busy in the office on the phones daily helping you incorporate a business, form an LLC, file a DBA and more across all 50 states!

Our CEO Nellie Akalp has been busy as always sharing her expertise and knowledge across the blogosphere. Check out her articles and press mentions from February below.

Want Nellie to speak at your next event or share her tips on your podcast? Contact her today

Interviews & press Mentions

Couple Money Podcast – How to Launch Your Business as a Couple http://bit.ly/2kCRINQ

Lead Genius – 10 Entrepreneurs & Inspiring Stories of Startup Success http://bit.ly/2lGPAsf

Susan Solovie – This Week in Small Business http://bit.ly/2m91Ceo

Entrepreneur – How to Legally Deduct Your Next Business Trip http://bit.ly/2lvmSJW

Small Business Trends – 10 Important Business Tips You Shouldn’t Overlook http://bit.ly/2lgVmfB

 

Expert Contributed Posts

SCORE – Top Three Considerations When Choosing Your Startup’s Business Structure http://bit.ly/2ksucFY

GoDaddy – 5 Signs Your Business has Outgrown It’s Legal Structure http://bit.ly/2kr8iDv

Freshbooks – Time to Hire: Make Sure Your Off-The-Cuff Interview Questions are Legal http://bit.ly/2l0D0Qu

Huffington Post – Five Signs your Business Would Be Better Off as an S Corporation http://huff.to/2lowsPC

Secret Entourage – How to Pick a Business Name for your Business http://bit.ly/2lh8m8S

Entrepreneur – 5 Tips for Growing as an Entrepreneur http://bit.ly/2m4BEok

UPS Store – Three Tips for Making your Small Business New Years Resolutions Last http://bit.ly/2kHjHuR

Small Business Trends – How to Avoid Double Taxation with an S Corporation http://bit.ly/2l58w47

By | February 28th, 2017|Other|0 Comments

Nellie in the News – January 2017

Another month has flown by – 2017 is off to a great start for us in the CorpNet office! Our New Year’s resolutions are still going strong. How about you?

Our CEO, Nellie Akalp has been busy as always in the press letting you know the best ways to start your business and how CorpNet can help! Call us today to incorporate, Form an LLC, file a DBA or for your other business formation needs.

Here’s a recap of what was published in January!

Interviews & press Mentions

Small Business Trends – 10 Essential Ingredients of a Successful Business http://bit.ly/2kjz7ti

Fundera – 19 Entrepreneurs Still on the Worst Business Advice They’ve Received http://bit.ly/2i1EA5H

tech.co – 14 Entrepreneurs Share Their Biggest Business Mistakes http://bit.ly/2js47WO

Neshprint – Top 18 Business Experts to Follow on Twitter http://bit.ly/2jVWZm0

Expert Contributed Posts

AllBusiness – Is Your Business Ready for the New Year? Here’s a Handy Checklist http://bit.ly/2j55HL4

franchise.org – Finding the Right Legal Structure for your Franchise http://bit.ly/2iN2KQo

Secret Entourage – Thinking of Selling your Business? Do these Things First http://bit.ly/2j06RYO

Small Business Trends – Is it Time to Incorporate your Business in the New Year? http://bit.ly/2iVOAwm

Huffington Post – Five Ways to Bring More Authenticity To Your Social Media http://huff.to/2jrfgEc

CRE Online – What’s the Best Way to Structure Multiple Real Estate Investments? http://bit.ly/2j24TaP

Accounting Today – How to Help Your Clients Decide if They Should Incorporate or Form an LLC http://bit.ly/2ihDnEj

Mashable – What’s the Best Business Structure For a First Time Founder? http://on.mash.to/2jg88Oe

Entrepreneur – How to Keep Proper Corporate Records http://bit.ly/2iPJjEN

Entrepreneur – The Pros and Cons of Incorporating in Delaware http://bit.ly/2jiAmaO

AllBusiness – Five Things Seasoned Small Business Owners can Learn from Rookie Entrepreneurs http://bit.ly/2jSdfCF

 

 

 

By | February 1st, 2017|Nellie in the News, Other|0 Comments

Business Information Zone (B.I.Z) – FAQs

Welcome January and 2017! With the holidays behind us and a bright new year ahead of us, it is a great time to start a business.  This month, we discuss the ways CorpNet can assist with our Business Information Zone or B.I.Z. in keeping your company in compliance!

Q: What is B.I.Z.?
A: Think of B.I.Z. as your business’ personal concierge service. Once you sign up, you’ll receive email reminders on tax and compliance alerts. You can also use B.I.Z. to store your business documents, and keep a personalized business profile that tracks important data about your company — such as formation date, Federal Tax ID number, business licenses and permits, and more.

Q: I didn’t use CorpNet to form my business, can I still use B.I.Z.?
A: Absolutely. Any Corporation, LLC, nonprofit, or professional company can use B.I.Z. to stay on top of their yearly compliance requirements. It doesn’t matter if you formed your company through CorpNet or not.

Q: It states that B.I.Z. is free. Is there a catch?
A: No. B.I.Z. is completely free, no strings attached. We know how challenging it can be to run a small business – and sometimes all the tedious state filing and fees can fall through the cracks. Small business owners don’t always know when their annual report is due or why their business fell into bad standing with the state. We created B.I.Z. to help small businesses keep track of all these filings, so they don’t have to pay an extra dime in fees or risk falling into bad standing just because they missed a deadline.

Q: What information do I need to create an account for free compliance monitoring on B.I.Z.?
A: You will need the following information: your business type (e.g. C Corporation or LLC), your filing state (where you filed your corporation/LLC paperwork), and your filing date (the registration date of your corporation/LLC with the state).

Q: Why do you need to know my filing date for B.I.Z.?
A: Each state has its own rules regarding when and how often corporations and LLCs are required to file their annual report. By knowing when you formed your LLC/corporation, we can send you an email alert before your annual report is due.

Q: What particular deadlines does B.I.Z. track?
A: B.I.Z. will track and notify you of upcoming compliance deadlines with the state, such as your Annual Report (if required in your state). It will also alert you of upcoming tax deadlines based on your business type. In addition, if you provide information about your business licenses and permits, B.I.Z. will alert you when they’re coming up for renewal.

Q: Can I keep track of multiple businesses with B.I.Z.?
A: Yes, you can monitor multiple businesses from a single B.I.Z. dashboard. It’s an ideal for attorneys and CPAs to keep track of their clients’ businesses.

Do you need help registering a business or have questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

Filing an LLC – FAQ

We are excited to bring you another post in our monthly FAQ series! This month, our CEO Nellie Akalp is answering questions about one of the hottest entity types for small businesses – the LLC. What are the requirements of filing an LLC? What are the benefits? Read on to find out!

Q: What are the benefits of forming an LLC?

A: In an LLC, the owner’s personal assets are shielded from business liabilities just as they would be in a corporation. In addition, the IRS views the LLC as a “disregarded entity.” Thus, an LLC does not file separate taxes; company profits and losses flow through to the owners and are subject to each owner’s individual tax rates. The LLC is great for a business that wants liability protection, but seeks minimal formality. It’s also the perfect structure for a business with foreign owners since anyone (C Corp, S Corp, another LLC, a trust, or an estate) can be an owner of an LLC.

Q: Do I need to prepare an Operating Agreement to form an LLC?

A: You’re not required to create an operating agreement in order to form an LLC, but in many states you will be required to keep an operating agreement at your place of business to maintain your corporate compliance. And even if your state does not require a formal operating agreement, it can be an important document to help clarify verbal agreements between owners and prevent misunderstandings.

Q: What is an Operating Agreement?

A: The Operating Agreement is an official contract that spells out the management and ownership of the LLC. It can outline details like how much of the company each member owns, everyone’s voting rights; how profits and losses should be distributed among the members; and what happens when someone wants to leave the business.

Q: Do I need to submit my LLC’s Operating Agreement?

A: You’re not required to submit a formal operating agreement to the state or any other entity. But, most states do require that an LLC has an operating agreement in place and kept at their place of business.

Q: Are there any differences between how an LLC and S Corporation are taxed?

A: Both the LLC and S Corporation can be taxed on a pass-through basis; taxes aren’t paid on the entity level, but at the individual owner level. Profits and losses are passed through and reported on the individual’s tax return. While both LLCs and S Corporations are pass-through entities, there are a few differences.

One difference is that the income of an LLC flows to the members involved with the business and is subject to self-employment tax. With an S Corporation, only salaries are subject to self-employment tax; any distributions that are paid out to members are not subject to self-employment tax.

Another key difference is that the LLC offers a lot more flexibility in terms of how owners can be taxed. With the S Corporation, owners must be taxed based on their pro rata ownership interests; if you own 50% of the business, then you’re taxed on 50% of the company’s profits. With an LLC, owners can determine their allocations for the year and be taxed accordingly.

Q: Can one person form an LLC?

A: Yes, all states allow one member LLCs.

Q: Does an LLC have stockholders?

A: No. LLCs are not permitted to issue stock in any state. Only corporations (C- or S-Corporations) can issue stock.

Q: How is an LLC structured?

A: LLCs have members – these are the owners of the LLC and are similar to stockholders in a corporation. Members typically receive an ownership stake in the LLC commensurate with their investment (either financial investment or ‘sweat equity’). In addition, members choose a manager to manage the LLC – this position is similar to a director of a corporation. A manager can be a member or could be someone from outside the LLC.

Q: Does an LLC need to hold an annual meeting?

A: No state requires an LLC to hold an annual meeting. This is one of the benefits of the LLC – it has fewer formalities than a corporation. However, if your LLC’s operating agreement requires an annual meeting (or other meetings), then you’ll need to hold such meetings in order to stay compliant. Many owners choose to make meetings optional in the operating agreement.

Q: What’s the difference between an LLC and PLLC?

A: In many states, licensed professionals, such as lawyers, doctors, architects, and accountants, aren’t allowed to form LLCs. Instead, these professionals can form a PLLC (Professional Limited Liability Company). One of the key differences between an LLC and PLLC is that members of the PLLC must be licensed professionals, and you’ll need to show proof of a valid license to register the PLLC. In most cases, members of a PLLC are personally liable for their own malpractice claims, but aren’t personally liable for another professional’s malpractice claims.

Do you need help registering an LLC or have a questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638

Setting Up a Corporation – FAQ

Happy November! We are excited to bring you another post in our monthly FAQ series!

When starting a business, one of the first questions an entrepreneur must ask themselves is, “What entity type should I register?” Here at CorpNet, we are often asked to explain the differences between a C Corporation and an S Corporation, how to file a corporation, and even, “What is a corporation?” In this month’s FAQ post, our CEO Nellie Akalp answers all your burning questions about corporations!

Q: What is a C Corporation

A: A C Corporation is a standard corporation. It is considered a separate entity from its owners. This means that the corporation is responsible for any of its debts and liabilities. This is often called the “corporate shield” as it protects the owner’s personal assets from debts and liabilities of the business.

A corporation has a formal structure consisting of shareholders, directors, officers and employees. Every corporation must select at least one person to serve on its board of directors and officers are required to manage the day-to-day activities of the company.

As a separate business entity, a corporation files its own tax returns. As a C corporation owner, you’ll need to file both a personal tax return and a business tax return. In some cases, this can result in a “double taxation” burden for small business owners (see the question on double taxation below for more details).

Q: How do I create a C Corporation? 

A: To create a C Corporation, you’ll need to file the proper formation documents, typically called the Articles of Incorporation or Certificate of Incorporation, with your state’s secretary of state agency. You will also need to pay the necessary state filing fees. If you incorporate with CorpNet, you simply need to complete the online order form (or give us a call!). We’ll prepare the necessary paperwork and file it with the state.

Q: Who can form a C Corporation? 

A: There really aren’t any restrictions on who can form a C Corporation. Some states do require that the directors of a corporation are 18 and older, but there aren’t any age, residency, or other legal requirements for who can form a C Corporation. Keep in mind that the IRS places several restrictions on who can elect S Corporation status.

Q: What organizational roles are required in a C Corporation?

A: C Corporations have three groups: shareholders, directors, and officers. Shareholders own the C Corporation (via their shares of stock), yet the shareholders typically don’t manage the company. Shareholders do elect and remove directors, and can vote on major corporate issues.

The board of directors manages the affairs of the C Corporation, and can appoint and oversee officers. It’s the officers who are responsible for the day to day management of the corporation.

It’s possible to be a shareholder, director, and officer. In fact, in most states, you can be the sole shareholder, director, and officer for your C Corporation.

Q: What’s the minimum number of directors required for my C Corporation?

A: Most states allow just one director for a C Corporation, but you can have more. In some states, the minimum number of directors depends on the number of shareholders.

Q: What is double taxation?

A: Income earned by a C corporation is typically taxed at corporate income tax rates. Then, after the corporate income tax is paid, any distributions made to stockholders are taxed again as dividends on the stockholders’ personal tax returns. This is often called “double taxation” since corporate profits are first taxed on the corporation and then dividends are reported on the individual stockholder’s return.

Q: What is the difference between a C Corporation and S Corporation?

A: C Corporations are subject to double taxation as described above. A C Corporation entity is required to pay tax at the corporate level. An S Corporation is considered a pass-through entity for tax purposes. This means that the company’s profits and loss are passed through to the individual shareholder’s tax return (and each shareholder is typically taxed on the company’s profits based on their share of stock ownership).

Q: What are the benefits to forming a C Corporation compared with an S Corporation?

A: A C Corporation can offer greater tax flexibility. In addition, if you’ll be keeping the profits within company (as opposed to distributing dividends to shareholders), then the C Corporation can shield shareholders from direct tax liability.

Q: Can I form a Corporation with just one person?

A: Yes. A Corporation can have just one shareholder. Keep in mind that even if you’re the sole shareholder, you will still need to comply with corporate formalities such as director and shareholder meetings, and keeping meeting minutes.

Q: If I have multiple businesses, what’s the best way to legally structure them?

A: There are three different ways to structure multiple businesses. There are advantages and disadvantages for each approach – and the best structure will depend on your personal situation.

  • You can file an LLC or corporation for each of your businesses. This approach isolates the risk to each individual business, but involves maintenance fees and paperwork for each of the LLCs/corporations.
  • You can file one LLC or corporation, and then set up multiple DBAs (Doing Business As) for each of the other businesses. With this approach, you just need to pay your annual LLC/corporation maintenance fees for the LLC/corporation (and not each individual DBA). However, each DBA isn’t protected from the other DBAs. So if one DBA is sued, all the other DBAs under the main LLC/corporation are liable.
  • In the third approach, you can create individual Corporations/LLCs for each of your businesses and put them under one main holding Corporation/LLC.

Q: What is your Express Filing Service?

A: It’s a way to reduce your formation filing timeframe and get your corporation set up faster – sometimes as fast as 24 hours or even the same day! To understand the express filing timeline, it’s important to understand there are two different processing times: CorpNet and the state.

With the Express Filing Service, we’ll process your documents the same day (if submitted, Monday through Friday, before 4 pm PST). Depending on your state, we’ll hand deliver, fax, or send your documents via courier – whatever your particular state/county allows as the fastest option.

Then, the state office is instructed to process your filing as an expedited filing. State processing time estimates vary by state, and not all states support expedited filings. When you fill out your incorporation package online, you will see if the expedited service is available in your state and what the state’s estimated processing times are.

Do you need help registering a corporation or have a questions regarding the process? Call the CorpNet.com team today for a free business consultation at: 888.449.2638