Business Basics: Limited Liability Partnership

A Limited Liability Partnership is a very interesting type of business structure. Limited Liability Companies already combine the ease of running a partnership with the protection of a corporation, and the IRS originally ruled that LLCs would be taxed as partnerships. So what is the difference between a Limited Liability Partnership and a Limited Liability Company? And which one would be the best structure for your company?Limited Liability Partnership

What is a Limited Liability Partnership (LLP)?

We’ll answer the easiest question first. An LLP is very similar to an LLC – both protect the company’s owners from lawsuits and debtors, and both have a pass-through tax structure, meaning anything the company earns passes through it, directly to the owners, without being subject to any corporate income tax. However, a Limited Liability Partnership offers an extra bit of liability protection to each partner. So, just like in a Professional Corporation, the other partners in an LLP will not necessarily be liable for the consequences stemming from another partner’s actions.

Do all states recognize LLPs?

Yes, though the laws recognizing LLPs vary from state to state. The majority of the states have adopted the Revised Uniform Partnership Act, which includes a provision for LLPs stating ‘An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership.’ In layman’s terms, that essentially means that the company, and not the individual partners, is responsible for any obligations stemming from contracts or torts. The states that haven’t adopted the RUPA instead opted for their own laws to recognize LLPs, but all follow the same basic pattern.

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Business Basics: Corporate Seals

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. Corporate Seal

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?

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50 States of Incorporation: Nevada

Nevada was born from the discovery of a major silver mine, and its reputation as a state where you can make it rich, and quick, has been well-earned. Home to Las Vegas, Nevada is known for being a place to gamble, and tourism remains its number-one industry. Of course, there is so much more to the ‘Silver State’ than the Las Vegas Strip. Nevada is still home to some of the most active precious-metal mines, and is a major ranching state.

Incorporate in Nevada

The State Seal of Nevada

Nevada also has a reputation as being a tax haven – the Tax Foundation ranked Nevada as having the third most-business friendly tax laws of all fifty states. Naturally, we receive plenty of questions on how to take advantage of that lax-tax law. If you are considering whether you should incorporate in Nevada, take the following into consideration:

  • A few forms are all you need to form a limited liability company or incorporate in Nevada. To help expedite the process, Nevada’s Secretary of State has set up ‘The Silver Flume‘ – an online business portal that allows entrepreneurs to register their business and set up a new business entity. The filing fee for corporations can fluctuate from the minimum of $75 depending on how many shares the corporation will be authorized to issue.

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50 States of Incorporation: Missouri

Missouri – the “Show-Me” state – is the subject of this week’s 50 states of incorporation, but first we want to show you why Missouri is such a great place to start a business. Missouri has long-been an important economic hub because America’s three great rivers – the Missouri, the Mississippi, and the Ohio – all flow through the state. And though shipping has died down and Missouri is no longer the sole Gateway to the West, the state has shown an amazing propensity towards adaptation, and some of the most successful high-tech companies in the world call Missouri home.Incorporate in Missouri

Monsanto, one of the world’s biggest bio-technology companies, is based out of Missouri, as is Boeing Defense, Space & Security, a leading aerospace and defense-research firm. But the company that Missouri is most famous for has to be St. Louis’s Anheuser-Busch. It is, in fact, so loved that Busch’s St. Louis brewery was declared a national landmark in 1966.

Missouri knows how important small business is to the state, and the government offers loads of incentives and programs to help small businesses get started properly. Missouri lists many of the public resources that are available, and it is especially supportive of its agricultural industry; Missouri has 108,000 active farms, the second highest amount in the United States.

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Business Basics: Delayed Filings

Delayed FilingDelayed filings aren’t the most popular business-related topic, but pursuing a delayed filing can actually be very beneficial to a new small business. When you opt for a delayed filing, you essentially put your business’s paperwork on hold. So if you, for example, have decided to form an LLC, you can actually ask the state to not start the approval process until later in the year. And while it may seem counterintuitive to ask the state to sit on your paperwork, and effectively put your business plans on hold, delayed filings can save you a bit of money and time when it comes to your start-up.

Money saved

‘Nothing is certain in life but death and taxes,’ and the minute your business springs to life, you are liable for all sorts of taxes and fees. If you opt to start your business before the end of 2013, you’ll have to collect, report, and pay taxes for 2013, even though your business was around for less than a month. Delaying recognition also means you could avoid the annual reporting fee for your state for 2013, possibly saving you hundreds of dollars.

Time saved

January is one of the busiest months for government agencies. It is when they begin to work their way through the backlog of paperwork that inevitably accumulates at the end of the year, and year after year I’ve received notices from state agencies all across America regarding a backlog that won’t be surmounted for weeks. A delayed filing will, however, help you avoid that backlog because most states place delayed filings in a priority queue. So after all of the time-critical filings are handled, the state moves directly into approving delayed filings. By opting for a delayed filing, you can avail of all of the benefits of filing in the new year, and avoid the January rush.

Should you opt for a delayed filing?

It really depends on the needs of your business. I’ve always recommended forming a Limited Liability Company or incorporating as soon as possible but, when you do so at the very end of the year, you could get stuck paying annual taxes and fees for the right to operate your business in December. Every state is different, but most will allow you to push your filing date at least thirty days into the future. If you expect your business to be around for a while, and I certainly hope you do, choosing a delayed filing will simply mean operating as a sole proprietorship for one more month before the protection of an LLC or Corporation kick in. If you want to save some time, and possibly quite a bit of money, consider a delayed filing when sending your paperwork into the state.

Would you like to learn more about delayed filings? Or are you ready to form your own LLC or Corporation? Give us a call at 1-877-692-6772 and we’ll be more than happy to help you out!

50 States of Incorporation: Michigan

The Great Lakes State, Michigan, is the focus of this week’s 50 states of incorporation. As the ninth most populous state, and with one of the most diverse economies in America, Michigan is a great place to start a business, form an LLC, or incorporate. Many Michigan industries are growing and thriving, and Michigan was one of the top states for job creation in 2012. It is no wonder Michigan is known for being a center of manufacturing!

Incorporate in Michigan

Michigan’s claim to economic fame lies squarely with the automotive industry. General Motors, Ford, and Chrysler all still call Detroit their home, and though the 2008 global financial crisis hit the automotive center of America hard, they are rebounding. Of course, Michigan has a lot more to offer than cars. Tourism, IT, mining, and agriculture all contribute heavily to Michigan’s economy. In fact, chances are good the Christmas tree soon to be in your living room was grown in Michigan as the state is one of the leading growers, with over 60,000 acres dedicated growing Christmas trees.

It is understandable, then, why so many people choose to found their own small business in the state. And it has never been easier to incorporate in Michigan!

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Business Basics: S-Corporations

Incorporation is one of our specialties, and many of our clients come to us because they want to incorporate their business. After all, incorporation helps protect you in the event of a lawsuit, and forming a separate business entity helps separate the company’s debts from your private assets. However, our customers also often ask us about a real caveat to incorporation – double taxation. After you incorporate, your business has to pay a tax on any income that it earns, subject to the federal and state corporate income tax rates. On top of that, you still have to pay tax on income you earn from working for the corporation. Effectively, this taxes the same amount of income twice, and that heavy burden frightens many small business owners, most of whom don’t have much extra capital to throw around. There is, happily, a way to avoid double taxation, and it is the subject of our Business Basics post for this week – filing for S-Corporation status.

S-Corporation

Chapter 1, Subchapter S of the Internal Revenue Code allows smaller businesses to avoid paying federal, and usually state, corporate income tax. S-Corporations are the most popular type of corporation in the United States, with 61.9% of all active corporations filing Form 1120S to apply for S-Corp status.

In order to qualify, your corporation must have fewer than 100 shareholders and issue only one class of stock. If your corporation qualifies, you can file for S-Corp status, which will allow any income earned by the corporation to pass through the business, untaxed, directly to the shareholders. You, of course, still have to pay your personal income taxes, and by law must take a reasonable compensation as a wage. But your corporate income, in most cases, will stay untouched.

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50 States of Incorporation: Maine

Nicknamed the ‘Pine Tree State,’ Maine is home to some of the most beautiful, picturesque natural scenery in the United States. It is also one of the least populated states – with around 1.3 million people calling Maine home, it is the 41st most populous state. It is also America’s easternmost state, and is the northernmost part of New England.

Incorporate in Maine

The State Seal of Maine

Once regarded as the shipbuilding capital of America, Maine is still the home-state for a handful of major shipbuilders, including Bath Iron Works and the Portsmouth Naval Shipyard, and is New England’s busiest port; a title it claimed from Boston in 2001. Maine is also a major producer of paper products, and is one of America’s largest suppliers of blueberries. Recently Maine has also become one of the most popular destinations in the USA for tourists, leading some to dub the state ‘Vacationland.’

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50 States of Incorporation: Kansas

This week’s state is one of America’s most fruitful agricultural regions – Kansas. Though it is more well known for its production of wheat, Kansas is officially known as the ‘Sunflower State,’ though it produces a lot more than that.

Incorporate in Kansas

Kansas Seal

The natural gas, petroleum, aerospace, and telecommunications industries have all found a welcoming home in Kansas, and for good reason. Though Kansas’s hospitality towards visitors is legendary, fewer know just how friendly the state is towards small-businesses.

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Business Basics: How to Incorporate in Canada (Part 2)

Welcome to Part 2 of our Business Basics posts on Canada. Last week we took a quick look at corporate law in Canada, and explored some of the major differences between American and Canadian corporate law. If you are thinking about incorporating up north, you should start there as it will give you a basic idea of what to expect in terms of regulations and rules.

This week we are going to shift gears a bit and answer a few of the most commonly asked question about incorporating in Canada.

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