Corporate seals are a remnant of the middle ages, back when official documents were legitimized by a hot wax imprint of a seal or crest. The practice of ‘sealing’ documents kept on throughout the centuries, though the hot-wax method eventually gave way to rubber stamps and paper seals. Today, corporate law still allows for the use of corporate seals, though they are no longer as important as they once were. This week in business basics we answer a few of the most commonly questions we receive about corporate seals, and let you know if you should get one for your own corporation.
What is a corporate seal?
A corporate seal is essentially a signature for your business. When you incorporate, you turn your business into its own, legal entity. Since a corporation cannot sign anything, a corporate seal is used to mark legal and official documentation. These days, most corporate seals are either rubber stamps or steel embossers, and are normally designed to fall apart if tampered with to help avoid fraud.
Do I need a corporate seal?
Protecting your intellectual property is a vital part of protecting your business. Your intellectual property will essentially define your brand – the very element of your business that consumers associate with all of the goodwill you’ve built into your business. We’ve already talked about trademarks, but this week we decided to look at the other half of intellectual property protection; the copyright. So what exactly is a copyright? And what does registering a copyright even protect?
What is a copyright?
Copyright protection actually dates all the way back to the advent of the printing press. After its invention, it was much easier to copy and sell books. But the printing press also meant that rebellious literature could also be produced much more quickly. This, combined with the threat to the livelihood of the creators of the works being printed, meant the government began to license shops with the right to print copy – and thus the copyright was born. As the decades passed copyright protection became more about protecting the artist, and less about stifling rebellious text, and today we continue to use copyright protections to enforce the rights creators have to their work.
Limited Liability Company formations outpace Corporate formations by nearly two-to-one, so the easy answer to this question seems to be that businesses prefer LLCs. However, what works for one, or even the majority, of businesses may not be right for others. Every company faces its own unique challenges and has its own needs, and even though LLC formation is so much higher than corporate formation, that doesn’t mean that every business will be happy with a limited liability company structure.
The main reason behind why LLCs continue to be so popular seems to be the ease in which an entrepreneur can run an LLC, either by themselves or with a handful of other people. Limited Liability Companies don’t require annual shareholder meetings, nor do they need meticulous notes on every debate that leads to a business decision. Corporations, on the other hand, can be a bit of a pain to run and have to contend with plenty of extra state regulations. But what sort of companies find dealing with those regulations worth the benefits of a corporate structure? And what kind of businesses do better as limited liability companies?
An Employer Identification Number, or EIN for short, is basically a social security number for your business. Like with social security numbers, the IRS uses EINs to track what businesses need to certain types of tax. However, not all businesses are technically required to have an EIN as sole proprietorships can be identified by the owner’s SSN instead. That doesn’t mean, though, that you should avoid filing for one, as there are three main reasons why obtaining an EIN is important for a small business.
It allows the business to hire employees.
If you run a sole-proprietorship and you are the only employee that works for the business, all of the profits and losses are going to be reported as part of your personal income. You then pay whatever state and federal taxes you need to, just like you would if you received an income from anywhere else. However, when you hire an employee, you are responsible for withholding any necessary taxes from that employee’s income. The IRS then cannot simply use your SSN to keep track of what they are owed as there are now two different employees, and that’s where the employer identification number comes in. EINs let the IRS and other tax-collecting bodies know what businesses need to be sending in the usual payroll taxes.
We have talked a little bit about the different reports that the state requires corporations and limited liability companies to file, but what happens if you forget to send your annual report in? Or what if you find that you simply don’t have the money to pay for the franchise board tax, or the filing fees associated with all of that regulatory paperwork ? Well, you may find your business placed in ‘bad standing,’ branded with a non-compliant mark and, if you don’t take any action to get back into good standing, your business could be involuntary dissolved. Over the years we have talked to a few business owners who were forced through the dissolution process, and often one of the first questions they ask is ‘how do I reinstate my business after dissolution?’ Luckily it is usually a straight-forward process, though it can get a bit expensive.
Get all of your ducks in a row!
Every state is different when it comes to corporate law. Some, like Nevada or Delaware, are known for their business friendly atmosphere and extremely low corporate tax rate. As for other states, well let’s just say that not every state is as friendly towards small business as it should be. Knowing how each state stacks up in terms of laws, fees, and friendliness is enormously helpful when trying to figure out where to form your corporation. Over the next fifty weeks, we are going to look at the basics of corporate law and culture in each of the fifty states on our blog to help our readers better understand how to form and run a corporation in each state. And today we start with Alabama.
Alabama, despite not being as well known as Nevada or Delaware when it comes to incorporating, was actually ranked the second most business friendly state in the United States by thumbtack.com. Over the last few decades Alabama has made it extremely easy to start and run a business, and the lack of an over-regulatory government has meant that small businesses across an array of industries have been able to flourish and help the local economy.
Obviously, we struggled a little bit with the letter X. There aren’t a lot of topics that lend themselves well to this particular letter, so unless we wanted to discuss the ins and outs of running a xylophone business, we had to expand beyond our normal vocabulary. Enter xenodochial, a long word that essentially means being nice to strangers – a quality that businesses must exhibit if they ever hope to attract new customers! But for simplicity’s sake, you can also think of X as standing for (e)Xcellent customer service.
Truly the most confusing letter.
There are a lot of theories on how to best serve your customers, but in reality there is no one answer on how to provide good customer service. Instead, there are multiple factors that have to built into how a business interacts with its customers.
This week’s letter-based-topic might seem like a stretch since, really, the subjects are trademarks and copyrights – neither of which begin with an r. But putting registered in front of those terms is not just a cop-out that a lazy writer has used to fit with a weekly theme. There are actually very important distinctions between registered and unregistered intellectual properties.
Technically, you do not have to register trademarked or copyrighted property. An unregistered trademark simply needs the little ™ symbol next to it and, voilà, the property is unofficially trademarked. You can even establish a proprietary right to the mark by using it in the market.
The same general principle is also applicable to copyrights. When the United States signed onto the Berne Convention in the late 80′s, it effectively agreed to see an author copyrighting his or her work as an automatic right. That means that, thanks to the Berne Convention, no registration is required to copyright something in the United States.
Welcome to our weekly Business Basics post! This week we decided to explore a service that nearly every Corporation and LLC uses – registered agents. If you are thinking about forming an LLC or incorporating your business, you will need to find a registered agent. But what exactly do they do again?
What is a registered agent?
This week on the ABC’s of MyCorp, we’re focusing on the letter “O” for operating agreement. State laws are fairly lax when it comes to operating agreements – a handful of states require that an operating agreement be drafted, and even fewer require that Limited Liability Companies hold onto written copies of it. So, typically, LLCs choose to either forgo creating an operating agreement, or simply say that their operating agreement was agreed to orally.
However, the lack of government oversight for operating agreements does not make them any less important or valuable. Even if your LLC was created in a state without laws governing operating agreements, it is still a good idea to draft one and keep copies of it on hand for a few important reasons.