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Overview of a corporation
A corporation is formed in California by filing an Articles of
Incorporation with the office of Secretary of State. A corporation is a legal
entity that is distinguished from a sole proprietorship or partnership in that
shareholders of a corporation generally enjoy limited liability and has an
unlimited life. A corporation can be converted to a "s" corporation by
filing additional federal forms. The advantages and disadvantages of a
corporation are as follows:
Advantages of a corporation
- Shareholders enjoy limited liability - However, this limitation is not
absolute. Creditors could find shareholders, directors, or officers personally
liable if evidence show that the corporation is either under capitalized,
have not followed corporate formalities, or is found commingling of corporate
assets.
- Ownership of corporate stock may be transferred by sale or gift, subject to certain
restrictions.
- A corporation has an unlimited life and is not affected by the death of a director, officer or
shareholder.
- The corporation enjoys great flexibility in selecting the methods it will use in raising capital.
Disadvantages of a corporation
- The corporation is subject to greater governmental regulation and control than any other form of doing business, and there are more formalities and restrictions that must be observed.
- The corporation is subject to double taxation, once at the corporate level and again at the shareholder level when a distribution of profits, called dividends, is
made, unless S corporation is selected.
- Majority shareholders may be in a position to make business decisions that are not in the best interests of the minority shareholders.
The capital required to set up a corporation
There
is no minimum or maximum capital required to set up a corporation. Generally
speaking, it depends on the type of business that is formed. The capital
requirement for a brokerage or commission business will be smaller than a
manufacturing plant, and a service business requires a lot less capital than a,
say, retail outlet. As long as the capital is adequate for the type of the
business operated, it should past the capitalization test. Also, the investment
is not restricted to only cash. It can be cash, equipment, securities,
labor/service rendered or other consideration.
Management of a corporation
A corporation consisted of three tiers, namely, shareholders, officers, and
board of directors. A board of directors is responsible for making important
policy decisions, including the election or appointing of the officers who will run the operations of the company.
Officers consist of the president, maybe a vice president, secretary and treasurer, although they may often be known by more descriptive titles such as chief executive officer, chief operating officer and chief financial officer. These people may or may not also be
directors and/or stockholders of the corporation.
End of a corporation
Many people believe that ceasing of doing business or filing bankruptcy means
the end of a corporation. Actually, ending the life of a corporation requires some specific steps.
The board and/or shareholders need to resolve to dissolve the corporation, and
forms needs to be filed for tax clearance and for dissolution. There are also tax
complications if a corporation is not dissolved formally.
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