/Tag:starting a business in nevada

Multiple Ventures? How to Best Structure your Multi-Brand Business

775_4297457I’m always in awe of the many talents of today’s entrepreneur…the wedding photographer who also writes children’s books, the copy editor who sells homemade soap, and the stay-at-home mom who doubles as a part-time caterer and jewelry designer. Today’s creative professionals often find themselves making income through a creative patchwork of diverse interests and talents.

Take Sue as an example. She recently called into the office with no fewer than five ventures. She has been selling children’s clothing, handbags, and craft supplies on Etsy. After a few solid years on Etsy, Sue was now ready to take the next step and launch her own websites outside of Etsy, as well as expand into handmade paper goods and home décor. Continue reading “Multiple Ventures? How to Best Structure your Multi-Brand Business” »

By | August 24th, 2012|Choosing A Business Structure|7 Comments

S Corporation Deadline For New and Existing Corporations

436_3101036Recently, I have been bombarded with questions on when can an exisitng corporation elect s corporation status for an existing corporation.

Question: We have a C Corp, started in 2008, which was kept as a C Corp for VC reasons. We never went that route and now realize that we should go to an S Corp….when do we need to file?

Answer: An S Corporation’s fiscal year is strictly based on a calendar year always with a fiscal year end date of December 31.  As such, let’s say a C Corp filed, but never opened a bank account, issued shares, or started doing biz…if any of those events happen, then the clock starts ticking and within 75 days they can elect S Corp status and have the status effective for this year…In this case with the above questions, the above rule does not apply because they have done business and issued shares.  As such, then they can file S Corporation status on January 1, 2012 and thereafter to make the election effective for 2013 , but no later than March 15, 2013…that is the deadline…

So, in a nutshell….If your business is a corporation, you’re already aware that March 15 is the most critical tax deadline of the year. But March 15 is an important date for another reason…it’s the deadline for electing S Corporation status.

What exactly is the S Corporation (or S-Corp) and is it right for your business? Here are the most important things you need to know about this popular business entity:

What is the S Corporation?

All S Corporations actually begin as general, for-profit C Corporations. After the corporation has been formed, it may elect ‘S Corporation Status’ by filing Form 2553 with the IRS is a timely manner (more on the deadline below…). With this S Corporation election, the company is now taxed as a sole proprietor or partnership rather than as a separate entity like the C Corp. This means that corporate profits and losses are “passed-through” and reported on the personal income tax returns of the shareholders. That’s why the S Corp is known as a ‘pass-through entity.’ 

Why should I form an S Corporation?

The main benefit of the S Corporation boils down to three simple words: avoid double taxation. Let’s take a look at an example to illustrate the benefit. Let’s say your business earns $100,000. And to keep things simple, we’ll assume the tax rates for individuals and corporations are 28% each. In a regular C Corporation, the business pays $28,000 in income tax, and $72,000 is distributed to you. You would then owe 28% personal income tax on the $72,000 dividend, which is $20,160. This means that overall you’ve paid $48,160 in taxes for the year.

Now let’s say you created an S Corporation for this same business. As an S Corp, the corporation pays no income tax. The $100,000 is distributed to you, and you pay $28,000 in tax. It’s pretty easy to see the benefit between $28,000 vs. $48,160 tax payments for the year. Bear in mind: this was an over-simplified example; and you should consult with your financial or tax adviser on the specifics of your own situation. 

Who can’t form an S Corporation?

S-Corp election isn’t for everyone. The IRS places certain restrictions on S-Corps, including:

  • An S-Corp cannot have more than 100 shareholders
  • All shareholders in an S-Corp must be individuals (not LLCs or partnerships) and legal residents of the United States.
  • An S-Corp can have only one class of stock, so all owners must share equally in terms of profits and losses based on their percentage of ownership.

How do I become an S Corporation?

If your business meets the above qualifications, it’s relatively easy to form an S Corp and avoid the double taxation burden. Here are the key steps:

  • First, you must incorporate a business.
  • Next, complete and file IRS Form 2553 with the Internal Revenue Service no more than 75 days from the date of incorporation, or no more than 75 days from the start of the current tax year. Instructions from the IRS can be found here.
  • Within 60 days of the 2553 filing, the IRS will notify you if the election is accepted.
  • Also check with your state’s taxing authority to see if you also need to file state specific forms to qualify for S Corporation status in your state.

What is the deadline?

For simplicity’s sake, March 15 is the deadline for filing form 2553 with the IRS. As expected, the full story is a little more complex. If your corporation exists on January 1 (and you’re a calendar-year tax payer), then your form must be filed by March 15 (75 days from Jan 1) to receive S Corp treatment for the current tax year. In other words, if your corporation existed on Jan 1, 2012, you needed to file form 2553 by March 15, 2012 in order to have your S Corp in effect for the 2012 tax year. However, if you formed a corporation on August 1, 2012, then your S Corporation deadline is November 15 (75 days from August 1).

If you miss the deadline, you’ll most likely be taxed as a C Corporation for the current tax year, and then your S Corp election will be effective for the next tax year. The IRS may offer relief for a late election if you can show that your failure to file on time was due to ‘reasonable cause.’ Of course, no one wants to be at the mercy of the whim of the IRS, so play it safe and get your form in on time.

Mark down March 15 as your S Corp deadline and file your 2553 form. It’s one of the easiest ways to save on your income taxes. And use those savings to invest in your business or however you see fit. Good luck!  

Image: PhotoSpin

Asset Protection 101: What is an LLC?

257_2701929In my previous post, I spoke of the potential risks involved in real estate investment – namely, the risk that your personal assets are vulnerable should you be sued by a tenant or property guest. There are measures you can take to prevent such a scenario from playing out. 

The LLC (Limited Liability Company) is a popular asset protection vehicle for real estate investors. It essentially forms a wall that shields individual owners from personal liability. In addition to this personal liability protection, the LLC can also offer tax advantages and other benefits.

So what is an LLC? It’s a hybrid of a partnership and corporation. It’s considered to be a “Separate Legal Entity.” In fact, a properly formed and maintained LLC will have both a state-certified filing date and an IRS-issued Tax ID Number (similar to an individual’s birth date and social security number).

The following example illustrates the LLC’s liability protection. Let’s say you have XYZ LLC that holds title to a vacation rental property. A guest falls from the balcony and the court awards a multi-million dollar judgment to the plaintiff. The defendant in this case is XYZ LLC, not you. And the judgment can be collected only from XYZ LLC’s assets, and not from your own personal assets. You may end up losing your investment in the property owned by XYZ LLC, but your other properties, your savings account, and any other investments are all safe.

Setting up an LLC is a relatively easy task. You can either contact your attorney or use a legal document filing service such as CorpNet.com(R) to file the necessary forms with your state’s Secretary of State. Continue reading “Asset Protection 101: What is an LLC?” »

Now that I’ve Incorporated…What’s Next?

740_3681478The most frequently asked questions AFTER incorporation

Over the course of my career, I’ve helped over hundreds of thousands of small business owners incorporate a business or form and LLC. And certainly there are many questions leading up to the process, such as…what type of business should I form? What’s the difference between a C Corporation and an S Corporation? But I’ve also found there can be just as many questions after incorporating a business or forming an LLC.

I’ve put together some of the more commonly asked questions to help you navigate life after the incorporation or LLC formation process:

I used to be a sole proprietor and I had a Federal Tax ID number. Do I need to get a new Federal Tax ID number now that I’ve incorporated/formed an LLC?

The answer here is yes. An LLC or corporation is its own separate entity (remember an LLC or Corp can sue, be sued, get a loan…) and as such, it needs its own federal tax ID number, also known as an Employer Identification Number (EIN). Think of business formation like the birth of child. Once a child is born, it needs its own social security number. The same holds true for your business. Continue reading “Now that I’ve Incorporated…What’s Next?” »

By | July 28th, 2012|Business Checklists, Startups|0 Comments

HOW TO: Legally Structure your Startup

775_4589486Whether you’re the next big thing in social gaming or organic knitwear, each startup eventually faces the same gnawing questions: How should I legally structure my business? Should I form an LLC or an S Corp? What about an S Corp vs. a C Corp  These questions are only natural. After all, the legal and financial ramifications are significant. And your passion might be designing iPhone apps or analyzing Twitter data, but I’m pretty confident it’s not tax law. While circumstances vary among individuals and individual businesses, here are some general guidelines to help you jump-start your decision on business structures. There are other possible business types, but I’ll focus on three: the LLC, the S Corporation, and the C Corporation. Continue reading “HOW TO: Legally Structure your Startup” »

Start a Business Tips for Entrepreneurs

434_3004748Will 2012 be the year you begin your business? With a new year upon us, it’s a perfect opportunity to focus on your goals and turn those dreams into a reality. More entrepreneurs than ever before are coming into their own as business owners.

As an entrepreneur myself (and mother of Four) and someone who has worked with countless entrepreneurs, I’ve seen firsthand the unique challenges facing small business owners and entrepreneurs. Here are my top five tips for those brave and wise individuals looking to start their own business:

Live within your means and don’t be afraid to start small

One of the main causes for a startup’s failure is not having enough capital at the beginning. Be realistic about your financing, and don’t try to extend yourself beyond your means. Find creative ways to fund your business, such as working out of your home, bartering with vendors, and leveraging social media and networking for your marketing. Continue reading “Start a Business Tips for Entrepreneurs” »

Top 4 Startup Mistakes When Incorporating a Business


775_3958571During the initial months of the year, savvy entrepreneurs rush to incorporate their businesses or form a Limited Liability Company (LLC). And with good reason, a corporation or LLC is essential to protecting one’s personal assets from any liability of the company. After all, if you’re sued as a sole proprietor or partnership, you’re sued personally – and that puts your personal savings and investments at risk.    

Incorporating a business or forming an LLC is a relatively quick and painless process. However, while it may seem straightforward, there are some common mistakes that business owners make that can have a significant impact on their business:   

1. Choosing the Wrong Business Entity

Your choice in business entities will shape the amount of taxes you pay and paperwork you contend with. It’s an important decision, one worth some research. The three most common types in the U.S. are the LLC (Limited Liability Company), S Corporation, and C Corporation. Here are a few things to keep in mind:

  • The LLC is great for startups that want the liability protection, but prefer minimal formality and paperwork.
  • The S Corporation is a pass-through entity for federal taxes (like the LLC). It should be used by startups that will make a profit soon after incorporation…and that profit will be distributed to the shareholders.
  • The C Corporation files its own tax report. It should be selected by those startups who plan to reinvest profits back into the company or seek funding from a VC.

2. Incorporating in Delaware or Nevada

Delaware and Nevada are hot states for incorporation, and for good reason. Delaware offers some of the most developed, flexible, and pro-business statutes in the country. And Nevada is increasingly becoming a popular choice for businesses due to its low filing fees, as well as the lack of state corporate income, franchise, and personal income taxes.

However, if your startup has less than five shareholders, it’s best to incorporate in the state where your business has a physical presence (i.e., where you live). Otherwise, you won’t actually reap any of the benefits, and you’ll be dealing with added hassles and costs of operating “out of state” A including: difficulties opening a business bank account, having to appoint a registered agent, and fees for operating as a ‘foreign entity’ in your own state.

3. Hiring a Lawyer to File the Forms

You don’t actually need to hire a lawyer to form an LLC or Corporation. If you’ve got a straightforward investment situation, you can use a legal document filing service to represent yourself to create a business entity. In the eyes of the law and IRS, your LLC or Corp will be just as valid than if a high-priced attorney sent in the documents for you.

4. Not Staying Compliant

Too many business owners think that their legal obligations are finished once their LLC or Corporation is formed. But, it’s critical that you keep your LLC or Corporation in compliance. If a plaintiff shows that you have not maintained your LLC/corporation to the letter of the law, he or she can seek recovery against your personal assets. In short, the corporation’s shield that protects your personal assets is pierced.

So, how do you make sure your corporation stays compliant? Keep your personal funds separate from those of the business (no commingling: this means keeping a separate bank account and credit card). Remember to send in your Annual Statement/Annual Report (if required by your state). And obviously, do not engage in any form of fraud.

By avoiding these common missteps, you can better protect your personal assets and minimize your personal liability; Of course, the biggest mistake of all is never forming an LLC or Corporation. So even if you’re putting 80-hour weeks to find new clients or launch a new website, make some time this year to incorporate. By getting your legal ducks in a row early on, you’ll be able to scale far more smoothly in years to come.

CorpNet.com can help right from the beginning, with a Starting a Business Checklist that lists everything you need to know in order to get your company up and running. Our Free Corporate Name Search lets you be sure that the name you’ve chosen for your company is available, and we can help you to reserve the name for your own use.  CorpNet.com’s Free Incorporation Guide or Free LLC Guide to get all the details about the distinctions between the two structures. You’ll learn that overall, an LLC is the less formal entity. Of course, details may vary based on your specific circumstances, so take some time to educate yourself on these two business structures.

CorpNet.com can provide filing services in all 50 states. Our staff is professional, courteous and reliable, and all services are fully guaranteed.

Contact CorpNet.com today, and cross all of those business filings right off your list.

We look forward to incorporating your business for you and getting your business off the ground!

Good luck!

A portion of this original content by Nellie Akalp was written and published on StartUpNation.com.

 Image: PhotoSpin


Where Should YOU Incorporate YOUR Business?

1009_4210002Many questions invariably arise throughout the process of incorporating or forming an LLC for your business. By far, one of the most common questions is…where? And more often than not, the question is framed as, “Should I incorporate in Delaware or Nevada?”

These two states are hot choices for incorporation; and for good reason. Many larger corporations choose Delaware because it offers some of the most developed, flexible, and pro-business statutes in the country. And Nevada is increasingly becoming a popular choice for businesses due to its low filing fees, as well as the lack of state corporate income, franchise, and personal income taxes.

However, as a general rule of thumb, if your corporation or LLC will have less than five shareholders or members (a condition which applies to the bulk of small businesses), it’s best to incorporate or form an LLC in the state where your business has a physical presence. In other words, unless your business has a physical office in Delaware or Nevada, it’s going to be much easier and less expensive in the long run to incorporate or form an LLC in your home state. Continue reading “Where Should YOU Incorporate YOUR Business?” »

The 5 best things about self-employment

430_3152435I’ve been self-employed full-time for over a year, and I love it. Deciding to start a business, for me, has literally been a dream come true – every day I wake up and I sometimes feel like pinching myself. Even after 12 months, I still feel kind of amazed that this is really my career, and that I’m succeeding at it. I always tell people, “I can’t believe I’m getting away with this!”

So what do I love about self-employment?

  1. The Freedom. As a self-employed person, whether you’re a sole proprietor or incorporated as an LLC, every day of your life is truly your own. Ever since I started working for myself, I haven’t watched the clock once. I’m never truly bored, and when things are slow, I get up from my desk and go for a walk outside.
  2. The Schedule. No more waking up early to get to work on time, no more whiling away the hours on a beautiful summer afternoon. If I need to sleep in late, or take the afternoon off, I can do it. If I feel productive late at night and I need to burn the midnight oil, I can do that too. As a self-employed person I can relax when I really need to, and be productive when I really want to be. (Most of the time, I want to be productive!)
  3. The Money. I make more money being self-employed than I’ve ever made at a traditional job. And although money wasn’t my primary motivation in choosing this line of work, it sure doesn’t hurt. As a self-employed person, there are no limits to how much you can earn (although there is one drawback: small business taxes are a bit more complicated). The only limit is your own choice of which goals to pursue, and how to use your time.
  4. The Challenge. Being self-employed is a learning experience like nothing else. Every day I’m learning new things, meeting new people, adapting to new demands, and pushing myself in new directions. Not many traditional jobs could give me this kind of variety and constant growth. As a solo entrepreneur, I need to wear many hats. I have to be my own marketing strategist, CEO, CFO, customer service team and collections agency. I need to motivate myself to get the work done and reach my goals. Every day, I need to make something happen and figure out what I’m going to do next. Sometimes it’s really tough. Some days I don’t feel like working very hard. But the constant process of taking that first step, digging deep into your internal resources, and finding that extra level of energy, is deeply important and fulfilling.
  5. The Relationships. As part of my work being self-employed, I’ve been fortunate to get to know dozens of really amazing people all over the world. I’ve worked on projects with people from London, Tokyo, Australia, Germany, Denmark, France, Panama, Canada and all over the U.S. I’ve gotten connected to an exciting network of entrepreneurs and innovators in my local community who are doing really great work.  Being self-employed has opened up a whole new world to me. There’s a certain kind of person who starts a business – they’re trying to create something new, do something that has never been done, and make an impact on the world. It’s exciting to be around people with that kind of mindset and positive energy.

Continue reading “The 5 best things about self-employment” »

Incorporating a Business 101

434_2999903Yes, I know. The majority (if not all) of you did not start a business because you love tax law and legal fine print. And in the flurry of supporting your current customers, working on adding to your client base, taking care of your home and family, and finding some down time for yourself (remember down time?), it’s all too easy to put off the question of incorporating your business.

But as a business owner, the day will come when you inevitably will have to address the legal aspects of your business – and the sooner the better. And, fortunately, the process can be relatively painless and hassle-free.

But let’s back up a bit. Why incorporate in the first place? I talk to countless small business owners and freelancers who consider themselves too small to worry about incorporation. After all, you don’t have mazes of cubicles…you may not even have any employees. However, incorporation can still be a smart idea even for the self-employed graphic designer or wedding planner. And here are the benefits of incorporating a business:

  • It protects your personal assets: Once your business is incorporated, it exists as a separate legal entity. This means that the corporation (and not you, the owner) is responsible for all of its debts and liabilities. Of course, most entrepreneurs don’t start their business expecting to anger clients or default on payments. And most likely, you won’t encounter such problems…however what if a copywriter unintentionally plagiarizes while working on a client’s website? What if your major client fails to pay, making it impossible for you to meet your own obligations? Without incorporation, you, as the owner, can be personally liable in these situations, and this puts your own personal savings, retirement, child’s college fund all at risk.
  • It can offer tax benefits: For some individuals and businesses, incorporating can help lower the tax burden. For example, through incorporation, a self-employed contractor could reduce her federal and/or state income taxes by avoiding self-employment taxes. And corporations may be entitled to additional deductions not available to individuals. Of course, specific circumstances vary, and you should consult with a CPA on your particular tax situation.
  •  It can change your outlook: You’d be amazed at how much adding three little letters (Inc or LLC) after your company name can change the way you approach and perceive your business. And when you’re working from home, you need all the reminders you can get that you’re actually running a business. And, marketing studies have shown that adding Incorporated or LLC provides a sense of credibility and trust with current customers and potential customers.

Continue reading “Incorporating a Business 101” »