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FAQ’s

FAQ’s2019-05-09T06:12:28+00:00
I live in Florida. Can I incorporate in Delaware?2018-06-02T05:01:19+00:00

Yes, you do not have to live in a particular State in order to incorporate in that State.

Why should every corporation have its own bylaws, organizational minutes and stock certificates?2018-06-02T05:00:59+00:00

One of the benefits of incorporating a business is to protect your personal assets from creditors of the business. It is not sufficient, however, just to incorporate. You must also ensure that corporate formalities are followed such as the preparation of bylaws, organizational minutes and the issuance of stock certificates to the shareholders.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T05:00:38+00:00

All companies actively engaged in business require an EIN from the Internal Revenue Service, except for sole proprietors who do not file any excise or pension plan tax returns. In addition, most banks, creditors and others with whom a company will do business or encounter require EIN’s.

Which States have the highest corporate income tax rates?2018-06-02T05:00:16+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no corporate income tax?2018-06-02T04:59:55+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:59:29+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:59:07+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:58:44+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:58:25+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

What is typically included in Shareholder Minutes and Board of Director Minutes?2018-06-02T04:58:05+00:00

Annual shareholder minutes typically include the election of your company’s Board of Directors. Annual Board of Director minutes typically include the election of officers for the company. In addition, Board of Director minutes should be prepared in order to approve contracts and leases that the company enters into, issue additional shares of stock and approve other significant company events.

How often do I need to prepare Shareholder Minutes and Board of Director Minutes?2018-06-02T04:57:43+00:00

Shareholder and Board of Director Minutes should be prepared at least annually. However, it may be advisable to prepare Board of Director minutes more frequently in order to approve contracts and leases that the company enters into during the year, appoint any new directors, issue any additional shares of stock, etc.

Once I incorporate my business will my personal assets always be protected?2018-06-02T04:57:27+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc.

Once I incorporate my company, are other companies prevented from using my company’s name?2018-06-02T04:56:59+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the advantages of incorporating in Nevada?2018-06-02T04:56:31+00:00

The Nevada Secretary of State lists the following advantages, among others, for incorporating in Nevada:

  1. No Corporate Income Tax
  2. No Taxes on Corporate Shares
  3. No Franchise Tax
  4. No Personal Income Tax
  5. Nominal Annual Fees
  6. No Franchise Tax on Income
  7. No Inheritance or Gift Tax
  8. No Estate Tax
  9. Competitive Sales and Property Tax Rates
  10. Minimal Employer Payroll Tax – 0.7% of gross wages with deductions for employer paid health insurance
  11. Nevada’s Business Court, developed on the Delaware model, minimizes the time, cost and risks of commercial litigation
What are the advantages of incorporating in Delaware?2018-06-02T04:54:30+00:00

Delaware is often referred to as a business-friendly State. According to the Delaware Secretary of State, Delaware has the most advanced and flexible business formation statute in the nation and the Delaware Court of Chancery is a unique 215 year old business court that has written most of the modern U.S. corporation case law. Delaware’s State Government is business-friendly and accessible. According to the Delaware Secretary of State, these factors have all contributed to making Delaware a premier legal home to companies around the world. You do not have to live in Delaware in order to incorporate in Delaware.

Can a corporation be owned by only one person?2018-06-02T04:53:59+00:00

Yes, a corporation can be owned by one person.

What are the differences between an S corporation and a C corporation?2018-06-02T04:53:35+00:00

The only difference between an S corporation and a C corporation is how the corporations and their shareholders are taxed. By default, a corporation will be a C corporation unless the shareholders elect Subchapter S status by filing Form 2553, “Election by a Small Business Corporation”, with the IRS. If a corporation has not elected Subchapter S status, the corporation will have to pay income tax on all of its income. If the corporation then distributes that income to its shareholders, the shareholders will have to pay income tax on those distributions. This results on double taxation (once at the corporate level and again at the shareholder level). On the other hand, if a Subchapter S election has been made, as a general rule, there will be no tax on the corporation and the income will be taxed only to the shareholders. Subchapter S corporations often are referred to as “pass-through entities” since, for tax purposes, the income is treated as if it passes through the corporation without taxation to the shareholders who then pay income tax only once on this income. Limited Liability Companies (LLC) and partnerships also are “pass-through entities.”

What is a family limited liability company?2018-06-02T09:01:05+00:00

A family limited liability company is an LLC that is used to hold title to family assets (for example, real estate), a family business and/or investments. All family members could be members (owner) of the limited liability company or the parents could be the initial members and, over time, gift limited liability company membership interests to their children (or other beneficiaries). Family limited liability companies often are used to minimize estate taxes since membership interests typically can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited liability company. For estate and gift tax purposes, the valuation of assets held in a family limited liability company may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

I live in California. Can I form my LLC in Nevada?2018-06-02T09:00:39+00:00

Yes. You are not required to live in a particular State in order to incorporate a limited liability company in that State.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T09:00:13+00:00

If you are going to operate a business or hold assets in a corporation, limited liability company, limited partnership or trust, then that corporation, limited liability company, limited partnership or trust will need an Employer Identification Number. This is required in order for the company to file tax returns, open a bank account, apply for a business license and for a host of other purposes.

Which States have the highest personal income tax rates?2018-06-02T08:59:26+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T08:59:06+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T08:58:47+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T08:58:23+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Does the Operating Agreement have to be filed anywhere?2018-06-02T08:58:03+00:00

No. An Operating Agreement is an internal document. It is not required to file an Operating Agreement with the Secretary of State or any other government agency in connection with the formation of the limited liability company. Many banks, however, will ask to see a copy of your company’s Operating Agreement in order to open a bank account for the company.

What is an Operating Agreement (also known as an LLC Agreement)?2018-06-02T08:57:29+00:00

An Operating Agreement is one of the organizational documents that should be prepared for every limited liability company. Operating Agreements typically set forth the relative rights, preferences and privileges of the members, the authority of the company’s manager, whether or not the company will have officers, etc.

Are Minutes required for an LLC?2018-06-02T08:57:10+00:00

One of the benefits of a limited liability company is that you don’t have to follow the corporate formalities that are required of corporations, including the need to prepare minutes. However, it often is advisable to prepare minutes even for limited liability companies so that you have a record of what matters were approved by the members of the company.

Once I form an LLC will my personal assets always be protected?2018-06-02T08:56:33+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Once I incorporate my company are other companies prohibited from using my company’s name?2018-06-02T08:55:12+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Can an LLC be owned by only one person?2018-06-02T08:54:48+00:00

Yes, one person may own a limited liability company (LLC). An owner of a limited liability company is referred to as a “member” of that limited liability company.

I live in Texas and own want to purchase real property in California. Can I form a limited partnership in California in order to purchase the real property?2018-06-02T09:07:08+00:00

Yes. You do not have to live in the State in order to form a limited partnership in that State.

Does a Limited Partnership need a Federal Employer Identification Number (EIN)?2018-06-02T09:06:50+00:00

Unless the limited partnership does not engage in any business activities and does not file any tax returns then all limited partnerships should obtain an EIN. In addition, most banks will require an EIN in order to open a bank account for the limited partnership and other business partners or vendors will require an EIN in order to do business with the partnership.

Which States have the highest personal income tax rates?2018-06-02T09:06:27+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T09:06:10+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T09:05:49+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T09:05:30+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

I just formed a new limited partnership. Why do I need a Limited Partnership Agreement?2018-06-02T09:05:08+00:00

If the partners do not enter into a limited partnership agreement, then the relationship between them, and their respective rights, obligations and duties will be unclear. Should a dispute arise between the partners in the future, without a limited partnership agreement, it will be difficult for the parties, a court or other trier of fact to determine the rights, obligations and duties of the parties. This could lead to time-consuming and costly litigation. Typically, a limited partnership agreement will address such topics as identification of the partners, required contributions to the capital of the limited partnership, how the profits of the partnership will be distributed to the partners, how the income and loss of the partnership will be allocated to the partners, dissolution of the limited partnership, restrictions on transfer of partnership interests, etc.

What is a Limited Liability Limited Partnership or LLLP?2018-06-02T09:04:50+00:00

A limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership. Similar to a limited partnership, the LLLP consists of one of more general partners and one or more limited partners. The general partners manage the business operations of the LLLP, while the limited partners typically only maintain a financial interest. The key advantage of this form of ownership is that the general partners receive limited liability on the debts and obligations of the limited liability limited partnership. Limited liability limited partnerships often are used for investment in real estate, although it also is available for other businesses. Not all States permit the formation of limited liability limited partnerships. Many require the formation of limited partnerships first, then registration of that limited partnership as a limited liability limited partnership. Some of the States in which an LLLP can be formed are Arizona, Colorado, Delaware, Florida, Georgia, Nevada and Texas.

What’s the difference between a limited partnership and a general partnership?2018-06-02T09:04:28+00:00

A general partnership is a business arrangement between 2 or more people. A partnership is created by default when 2 or more people are engaged in business but have not formed another entity, such as a corporation, an LLC or a limited partnership. In a general partnership, every partner has the ability to actively manage and control the business and each partner also are responsible for all of the debts and liabilities of the partnership. There is no limit to this exposure for the debts and liabilities of the partnership. Personal assets of the partners may be used to satisfy business debts and liabilities if necessary. A limited partnership, on the other hand, provides protection for the limited partners of the limited partnership from the debts and liabilities of the limited partnership. A limited partnership must have at least 2 partners, one general partner and one limited partner. Unlike the limited partners, general partners of a limited partnership are responsible for the debts and liabilities of the partnership. Personal assets of the general partners may be used to satisfy business debts and liabilities if necessary. The general partner(s) of a limited partnership are responsible for operating and managing limited partnerships. Limited partners typically are silent investors and do not get involved in operating or managing limited partnerships. In most States, unlike a general partnership, to form a limited partnership Articles or a Certificate of Formation must be filed with the State (usually the Secretary of State’s office) in order to form a limited partnership.

Once I form my limited partnership are other companies prevented from using my company’s name?2018-06-02T09:04:04+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What is a family limited partnership?2018-06-02T09:03:43+00:00

A family limited partnership is a limited partnership that is used to hold title to family assets (for example, real estate), a family business or investments. All family members could be partners in the limited partnership or the parents could be the initial partners and, over time, gift limited partnership interests to their children (or other beneficiaries). Family limited partnerships often are used to minimize estate taxes since partnership interests can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited partnership. For estate and gift tax purposes, the valuation of assets held in a family limited partnership may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

What types of businesses are organized as limited partnerships?2018-06-02T09:03:09+00:00

Most businesses can be organized as limited partnerships. However, limited partnerships are most commonly used for businesses that have been formed for the purposes of investing in real estate.

Are non-profit corporations required to have bylaws and organizational minutes?2018-06-02T09:11:29+00:00

Like all other corporations, non-profit corporations should have bylaws and organizational minutes.

I am not a U.S. citizen and I don’t reside in the United States. Can I form a non-profit corporation in California?2018-06-02T09:10:59+00:00

Yes. A person does not have to be resident of a particular State or of the United States in order to form a non-profit corporation.

How does a non-profit corporation ensure that it will be tax exempt?2018-06-02T09:10:36+00:00

The only way to ensure that a non-profit will be treated as a tax exempt entity by the IRS, State and other taxing authorities is to file IRS Form 1023, “Application for Recognition of Exemption” (or other appropriate Form). In addition, depending on the State in which the business is conducted, an application for exemption will have to be filed with the appropriate State taxing authority.

Are all non-profit corporations tax exempt?2018-06-02T09:10:15+00:00

No. Non-profit status and tax exempt status are different things. As a general rule, in order to be tax exempt, a corporation must be incorporated as a non-profit corporation. However, IRS Form 1023, “Application for Recognition of Exemption,” (or other appropriate Form) must be filed with the IRS. In addition, most States require a separate filing in order to be tax exempt on the State level.

Which States have the highest corporate income tax rates?2018-06-02T04:46:06+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:44:16+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:43:23+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:42:55+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:42:26+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Can I incorporate in Delaware even though I live and work in another State?2018-06-02T04:41:59+00:00

Yes, you many incorporate in Delaware, Nevada or any other State even though your business is not located in that State. You must, however, have a registered agent located in that State. A and A Incorporation Services can act as your registered agent in all 50 States. Many of our customers believe that there are benefits to incorporating in Delaware or Nevada even if they do not do business in those States. If you are interested in doing this, you should consult with an attorney. Many of the benefits that people believe they will be getting by incorporating in Delaware or Nevada may not really be available to you. This is particularly true for smaller, closely-held private companies.

Can I form a non-profit corporation?2018-06-02T04:41:26+00:00

In general, there are no restrictions on who can incorporate a non-profit corporation. However, you can only incorporate a non-profit corporation for specific, non-profit purposes. The specific non-profit purposes vary from State-to-State. Typical non-profit corporations are charitable corporations, religious corporations, trade associations, social clubs, etc.

Should I register my company’s name as a trademark?2018-06-02T04:41:04+00:00

Many people believe that if they incorporate a business using a particular name then no one else can use that name for their business. That is not correct. Another business could file a Fictitious Business Name Application and have rights to use the name. Another business could incorporate in another State using that same name. Also, in some States if you incorporated one type of entity using a particular name (for example, a corporation), another business could incorporate even in that same State as a different type of entity (for example, an LLC) using the same name. The best way to protect your rights to a particular business name is to register the name as a trademark.

In which State should I incorporate my business?2018-06-02T04:40:36+00:00

The State in which you should incorporate will depend on many factors, including where you will be doing business, what type of business you will be conducting, where your customers are located, tax considerations, privacy concerns, etc. Most of our customers elect to incorporate in the State in which they reside and will be doing business. Other customers elect to incorporate in Delaware or Nevada. These States often are viewed as good choices for incorporation due to favorable tax treatment, privacy protection and pro-business laws. If you are uncertain regarding the State in which you should incorporate, you should consult an attorney who can advise you with respect to this decision.

What is a registered agent?2018-06-02T04:40:07+00:00

A registered agent is the person or entity to which State agencies send all official correspondence for a company and is the person or entity that is served with any lawsuits that might be filed against the company. All corporations, LLC’s and limited partnerships must have a registered agent in the State in which they incorporate.

Can 1 person be the sole owner, officer and director of a corporation or an LLC?2018-06-02T04:38:16+00:00

Yes, one person can incorporate a business, own all of the shares (if a corporation) or membership interests (if an LLC), be the sole director (if a corporation) or the sole manager (if an LLC) and hold all offices (whether a corporation or an LLC).

What are the differences between a corporation and an LLC?2018-06-02T04:33:30+00:00

Both corporations and LLC’s provide liability protection for their owners, although an LLC does not have to follow the corporate formalities required of corporations. Income of an LLC can be taxed only once at the owner level as opposed to at both the entity level and the owner level. Although the same is true for a corporation if it has made a Subchapter S election, there are limitations on who can own a Subchapter S corporation that do not exist for LLC’s.

What are the benefits of incorporating my business?2018-06-02T04:32:09+00:00

There can be many benefits to incorporating a business, including insulating your personal assets from creditors of the business, tax savings and advantageous retirement benefits.

How do I dissolve my corporation or LLC?2018-06-02T09:26:28+00:00

The requirements for dissolving an entity vary from State-to-State. Typically, however, an entity is dissolved by filing a Certificate of Dissolution or similar document with the Secretary of State of the State in which the entity was incorporated and paying a filing fee. At A and A Companies, we have significant experience dissolving entities in all States.

How can I obtain a certified copy of a corporation’s Articles of Incorporation, an LLC’s Certificate of Organization or a Certificate of Limited Partnership?2018-06-02T09:25:54+00:00

Thee documents are available from the Secretary of State in which the corporation, LLC or limited partnership was incorporated. At A and A Companies, we can help you obtain certified copies of these documents on either a regular or a rush basis.

What happens if my company should be qualified in a particular State but it’s not?2018-06-02T09:25:36+00:00

The consequences of failing to comply with the qualification requirements vary from State-to-State. Typically, however, it may result in the inability to enforce contracts in that State and/or the inability to bring lawsuits or otherwise access the courts in that State.

When is a company required to qualify to do business in a particular State?2018-06-02T09:25:11+00:00

The requirements vary State-by-State but, typically, if an entity is earning revenue in a particular State, owns property in a State or has employees located in a State, then it would be required to qualify as a foreign entity in that State.

My corporation or LLC is incorporated in one State, but I want to qualify it to do business in another State. How do I do that?2018-06-02T09:24:35+00:00

The process of qualifying to do business in another State is often referred to as qualifying as a foreign corporation in that State. For example, a corporation incorporated in Nevada, yet doing business in California likely will be required to qualify as a foreign corporation in California. Each State has its own rules for qualifying foreign entities, but usually it involves filing a simple document with the State, paying a filing fee and, in some States, including a copy or an original of the entity’s Articles of Incorporation, Certificate of Incorporation or LLC Articles of Formation. The filing fee typically is the same fee that would be charged if a new entity were incorporated in that state. At A and A Companies, we can assist you in qualifying to do business in any State.

Do professional corporations need bylaws, organizational minutes and stock certificates?2018-06-02T09:13:55+00:00

Yes. Just like all other corporations, professional corporations should have bylaws, organizational minutes and stock certificates.

I live in Arizona. Can I incorporate in Nevada?2018-06-02T09:13:29+00:00

Yes. You do not have to live in a particular State in order to incorporate a business in that State. However, before you can practice your profession in that State, you will have to comply with that State’s licensing requirements. In addition, many professional boards or agencies require that, if you are going to practice a profession through a corporation, that corporation has to be formed in the State in which you are going to practice.

Once I incorporate my business will my personal assets always be protected?2018-06-02T09:13:07+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc. In addition, many States limit a professional’s ability to insulate himself or herself from professional malpractice by forming a corporation.

Can I incorporate as a professional corporation?2018-06-02T09:12:37+00:00

If you are engaged in a profession that requires that you obtain a license from a State licensing agency in order to engage in that profession and the State in which you are working permits professionals in that profession to provide professional services through a corporate entity then, yes, you can incorporate as a professional corporation. What professions qualify will depend on the particular State. As a general rule, most States permit accountants, attorneys, chiropractors, dentists, medical doctors, psychologists, physician assistants and other health care professionals to incorporate and provide professional services through a professional corporation.

What happens if my company doesn’t have a registered agent?2018-06-02T09:17:33+00:00

Your company will be suspended by the State which could have adverse legal consequences to you.

Can A and A Incorporation Services act as the registered agent for my company?2018-06-02T09:17:10+00:00

Yes. A and A Incorporation Services is able to provide you with registered agent services in all 50 States.

Are all non-profit corporations required to have a registered agent?2018-06-02T09:16:21+00:00

Yes. All non-profit corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all professional corporations required to have a registered agent?2018-06-02T09:16:05+00:00

Yes. All professional corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all limited partnerships required to have a registered agent?2018-06-02T09:15:49+00:00

Yes. All limited partnerships must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all LLCs required to have a registered agent?2018-06-02T09:15:28+00:00

Yes. All limited liability companies must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all corporations required to have a registered agent?2018-06-02T09:15:08+00:00

In most States, all corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

What does a registered agent do?2018-06-02T09:14:51+00:00

A registered agent is responsible for receiving important legal and tax documents on behalf of the company. These include pleadings in connection with lawsuits, annual report and tax information. Registered agents must have a physical address in the State of formation or qualification of the business. Post office boxes will not be sufficient. The registered agent’s address is a matter of public record and easily accessible via the internet. For this reason, many people choose to have a company like A and A Companies, Inc., to act as their registered agent.

What is a registered agent?2018-06-02T09:14:33+00:00

A registered agent is a person or entity that is designated by you in the records of the Secretary of State’s office to accept service of process for your company if it should be subjected to a lawsuit and to receive other official communication from State agencies. In almost all States, every corporation, LLC, limited partnership and other entity must designated a registered agent in its Articles of Incorporation, Certificate of Formation, etc.

A and A Incorporation Services offers many different types of trademark services. How do I decide which searches or registrations are right for my company?2018-06-02T09:21:42+00:00

First, you should determine where your market will be located. If you will be marketing your product or service nationally, then you might want to consider limiting your trademark search and registration to the United States. If, however, you plan on marketing your business world-wide, you might want to consider doing an world-wide search and possibly registering your trademark in other countries in addition to the United States.

What do I do if someone is using a trademark similar to mine?2018-06-02T09:21:01+00:00

There are several ways to dispute use of your trademark by a third party. Depending on the factual situation, the Trademark Office may or may not be the proper forum. You should consider contacting an attorney, preferably one specializing in trademark law.

How long does a trademark registration last?2018-06-02T09:20:40+00:00

For a trademark registration to remain valid, an Affidavit of Use (“Section 8 Affidavit”) must be filed: (1) between the fifth and sixth year following registration, and (2) within the year before the end of every ten-year period after the date of registration. The registrant may file the affidavit within a grace period of six months after the end of the sixth or tenth year, with payment of an additional fee.

How do I find out if I need patent, trademark and/or copyright protection?2018-06-02T09:20:25+00:00

Patents protect inventions and improvements to existing inventions. Copyrights cover literary, artistic, and musical works. Trademarks are brand names and/or designs which are applied to products or used in connection with services.

When is it proper to use the federal registration symbol (the letter R enclosed within a circle — ® — with the mark?2018-06-02T09:20:10+00:00

The federal registration symbol may be used once the mark is actually registered in the U.S. Patent and Trademark Office. Even though an application is pending, the registration symbol may not be used before the mark has actually become registered. The federal registration symbol should only be used on goods or services that are the subject of the federal trademark registration.

Once I incorporate my company are other companies prevented from using my company’s name?2018-06-02T09:19:54+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the benefits of trademark registration?2018-06-02T09:19:38+00:00

According to the U.S. Patent and Trademark Office, the benefits of trademark registration include:
– Notice nationwide of your claim to the trademark
– Evidence of ownership of the trademark
– Access to Federal courts to enforce your rights to the trademark
– Registration can be used as a basis for obtaining registration in foreign countries

Do trademarks have to be registered?2018-06-02T09:19:18+00:00

No, but federal registration has several advantages, including notice to the public of the registrant’s claim of ownership of the mark, a legal presumption of ownership nationwide, and the exclusive right to use the mark on or in connection with the goods or services set forth in the registration.

What is a trademark?2018-06-02T09:18:54+00:00

The U.S. Patent and Trademark Office defines a trademark as including any word, name, symbol or device, or any combination thereof, used or intended to be used in commerce to identify and distinguish the goods of one manufacturer or seller from the goods manufactured or sold by others, and to indicate the source of goods. A trademark can be thought of as a brand name.

I live in Florida. Can I incorporate in Delaware?2018-06-02T05:01:19+00:00

Yes, you do not have to live in a particular State in order to incorporate in that State.

Why should every corporation have its own bylaws, organizational minutes and stock certificates?2018-06-02T05:00:59+00:00

One of the benefits of incorporating a business is to protect your personal assets from creditors of the business. It is not sufficient, however, just to incorporate. You must also ensure that corporate formalities are followed such as the preparation of bylaws, organizational minutes and the issuance of stock certificates to the shareholders.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T05:00:38+00:00

All companies actively engaged in business require an EIN from the Internal Revenue Service, except for sole proprietors who do not file any excise or pension plan tax returns. In addition, most banks, creditors and others with whom a company will do business or encounter require EIN’s.

Which States have the highest corporate income tax rates?2018-06-02T05:00:16+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no corporate income tax?2018-06-02T04:59:55+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:59:29+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:59:07+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:58:44+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:58:25+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

What is typically included in Shareholder Minutes and Board of Director Minutes?2018-06-02T04:58:05+00:00

Annual shareholder minutes typically include the election of your company’s Board of Directors. Annual Board of Director minutes typically include the election of officers for the company. In addition, Board of Director minutes should be prepared in order to approve contracts and leases that the company enters into, issue additional shares of stock and approve other significant company events.

How often do I need to prepare Shareholder Minutes and Board of Director Minutes?2018-06-02T04:57:43+00:00

Shareholder and Board of Director Minutes should be prepared at least annually. However, it may be advisable to prepare Board of Director minutes more frequently in order to approve contracts and leases that the company enters into during the year, appoint any new directors, issue any additional shares of stock, etc.

Once I incorporate my business will my personal assets always be protected?2018-06-02T04:57:27+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc.

Once I incorporate my company, are other companies prevented from using my company’s name?2018-06-02T04:56:59+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the advantages of incorporating in Nevada?2018-06-02T04:56:31+00:00

The Nevada Secretary of State lists the following advantages, among others, for incorporating in Nevada:

  1. No Corporate Income Tax
  2. No Taxes on Corporate Shares
  3. No Franchise Tax
  4. No Personal Income Tax
  5. Nominal Annual Fees
  6. No Franchise Tax on Income
  7. No Inheritance or Gift Tax
  8. No Estate Tax
  9. Competitive Sales and Property Tax Rates
  10. Minimal Employer Payroll Tax – 0.7% of gross wages with deductions for employer paid health insurance
  11. Nevada’s Business Court, developed on the Delaware model, minimizes the time, cost and risks of commercial litigation
What are the advantages of incorporating in Delaware?2018-06-02T04:54:30+00:00

Delaware is often referred to as a business-friendly State. According to the Delaware Secretary of State, Delaware has the most advanced and flexible business formation statute in the nation and the Delaware Court of Chancery is a unique 215 year old business court that has written most of the modern U.S. corporation case law. Delaware’s State Government is business-friendly and accessible. According to the Delaware Secretary of State, these factors have all contributed to making Delaware a premier legal home to companies around the world. You do not have to live in Delaware in order to incorporate in Delaware.

Can a corporation be owned by only one person?2018-06-02T04:53:59+00:00

Yes, a corporation can be owned by one person.

What are the differences between an S corporation and a C corporation?2018-06-02T04:53:35+00:00

The only difference between an S corporation and a C corporation is how the corporations and their shareholders are taxed. By default, a corporation will be a C corporation unless the shareholders elect Subchapter S status by filing Form 2553, “Election by a Small Business Corporation”, with the IRS. If a corporation has not elected Subchapter S status, the corporation will have to pay income tax on all of its income. If the corporation then distributes that income to its shareholders, the shareholders will have to pay income tax on those distributions. This results on double taxation (once at the corporate level and again at the shareholder level). On the other hand, if a Subchapter S election has been made, as a general rule, there will be no tax on the corporation and the income will be taxed only to the shareholders. Subchapter S corporations often are referred to as “pass-through entities” since, for tax purposes, the income is treated as if it passes through the corporation without taxation to the shareholders who then pay income tax only once on this income. Limited Liability Companies (LLC) and partnerships also are “pass-through entities.”

What is a family limited liability company?2018-06-02T09:01:05+00:00

A family limited liability company is an LLC that is used to hold title to family assets (for example, real estate), a family business and/or investments. All family members could be members (owner) of the limited liability company or the parents could be the initial members and, over time, gift limited liability company membership interests to their children (or other beneficiaries). Family limited liability companies often are used to minimize estate taxes since membership interests typically can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited liability company. For estate and gift tax purposes, the valuation of assets held in a family limited liability company may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

I live in California. Can I form my LLC in Nevada?2018-06-02T09:00:39+00:00

Yes. You are not required to live in a particular State in order to incorporate a limited liability company in that State.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T09:00:13+00:00

If you are going to operate a business or hold assets in a corporation, limited liability company, limited partnership or trust, then that corporation, limited liability company, limited partnership or trust will need an Employer Identification Number. This is required in order for the company to file tax returns, open a bank account, apply for a business license and for a host of other purposes.

Which States have the highest personal income tax rates?2018-06-02T08:59:26+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T08:59:06+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T08:58:47+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T08:58:23+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Does the Operating Agreement have to be filed anywhere?2018-06-02T08:58:03+00:00

No. An Operating Agreement is an internal document. It is not required to file an Operating Agreement with the Secretary of State or any other government agency in connection with the formation of the limited liability company. Many banks, however, will ask to see a copy of your company’s Operating Agreement in order to open a bank account for the company.

What is an Operating Agreement (also known as an LLC Agreement)?2018-06-02T08:57:29+00:00

An Operating Agreement is one of the organizational documents that should be prepared for every limited liability company. Operating Agreements typically set forth the relative rights, preferences and privileges of the members, the authority of the company’s manager, whether or not the company will have officers, etc.

Are Minutes required for an LLC?2018-06-02T08:57:10+00:00

One of the benefits of a limited liability company is that you don’t have to follow the corporate formalities that are required of corporations, including the need to prepare minutes. However, it often is advisable to prepare minutes even for limited liability companies so that you have a record of what matters were approved by the members of the company.

Once I form an LLC will my personal assets always be protected?2018-06-02T08:56:33+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Once I incorporate my company are other companies prohibited from using my company’s name?2018-06-02T08:55:12+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Can an LLC be owned by only one person?2018-06-02T08:54:48+00:00

Yes, one person may own a limited liability company (LLC). An owner of a limited liability company is referred to as a “member” of that limited liability company.

I live in Texas and own want to purchase real property in California. Can I form a limited partnership in California in order to purchase the real property?2018-06-02T09:07:08+00:00

Yes. You do not have to live in the State in order to form a limited partnership in that State.

Does a Limited Partnership need a Federal Employer Identification Number (EIN)?2018-06-02T09:06:50+00:00

Unless the limited partnership does not engage in any business activities and does not file any tax returns then all limited partnerships should obtain an EIN. In addition, most banks will require an EIN in order to open a bank account for the limited partnership and other business partners or vendors will require an EIN in order to do business with the partnership.

Which States have the highest personal income tax rates?2018-06-02T09:06:27+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T09:06:10+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T09:05:49+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T09:05:30+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

I just formed a new limited partnership. Why do I need a Limited Partnership Agreement?2018-06-02T09:05:08+00:00

If the partners do not enter into a limited partnership agreement, then the relationship between them, and their respective rights, obligations and duties will be unclear. Should a dispute arise between the partners in the future, without a limited partnership agreement, it will be difficult for the parties, a court or other trier of fact to determine the rights, obligations and duties of the parties. This could lead to time-consuming and costly litigation. Typically, a limited partnership agreement will address such topics as identification of the partners, required contributions to the capital of the limited partnership, how the profits of the partnership will be distributed to the partners, how the income and loss of the partnership will be allocated to the partners, dissolution of the limited partnership, restrictions on transfer of partnership interests, etc.

What is a Limited Liability Limited Partnership or LLLP?2018-06-02T09:04:50+00:00

A limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership. Similar to a limited partnership, the LLLP consists of one of more general partners and one or more limited partners. The general partners manage the business operations of the LLLP, while the limited partners typically only maintain a financial interest. The key advantage of this form of ownership is that the general partners receive limited liability on the debts and obligations of the limited liability limited partnership. Limited liability limited partnerships often are used for investment in real estate, although it also is available for other businesses. Not all States permit the formation of limited liability limited partnerships. Many require the formation of limited partnerships first, then registration of that limited partnership as a limited liability limited partnership. Some of the States in which an LLLP can be formed are Arizona, Colorado, Delaware, Florida, Georgia, Nevada and Texas.

What’s the difference between a limited partnership and a general partnership?2018-06-02T09:04:28+00:00

A general partnership is a business arrangement between 2 or more people. A partnership is created by default when 2 or more people are engaged in business but have not formed another entity, such as a corporation, an LLC or a limited partnership. In a general partnership, every partner has the ability to actively manage and control the business and each partner also are responsible for all of the debts and liabilities of the partnership. There is no limit to this exposure for the debts and liabilities of the partnership. Personal assets of the partners may be used to satisfy business debts and liabilities if necessary. A limited partnership, on the other hand, provides protection for the limited partners of the limited partnership from the debts and liabilities of the limited partnership. A limited partnership must have at least 2 partners, one general partner and one limited partner. Unlike the limited partners, general partners of a limited partnership are responsible for the debts and liabilities of the partnership. Personal assets of the general partners may be used to satisfy business debts and liabilities if necessary. The general partner(s) of a limited partnership are responsible for operating and managing limited partnerships. Limited partners typically are silent investors and do not get involved in operating or managing limited partnerships. In most States, unlike a general partnership, to form a limited partnership Articles or a Certificate of Formation must be filed with the State (usually the Secretary of State’s office) in order to form a limited partnership.

Once I form my limited partnership are other companies prevented from using my company’s name?2018-06-02T09:04:04+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What is a family limited partnership?2018-06-02T09:03:43+00:00

A family limited partnership is a limited partnership that is used to hold title to family assets (for example, real estate), a family business or investments. All family members could be partners in the limited partnership or the parents could be the initial partners and, over time, gift limited partnership interests to their children (or other beneficiaries). Family limited partnerships often are used to minimize estate taxes since partnership interests can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited partnership. For estate and gift tax purposes, the valuation of assets held in a family limited partnership may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

What types of businesses are organized as limited partnerships?2018-06-02T09:03:09+00:00

Most businesses can be organized as limited partnerships. However, limited partnerships are most commonly used for businesses that have been formed for the purposes of investing in real estate.

Are non-profit corporations required to have bylaws and organizational minutes?2018-06-02T09:11:29+00:00

Like all other corporations, non-profit corporations should have bylaws and organizational minutes.

I am not a U.S. citizen and I don’t reside in the United States. Can I form a non-profit corporation in California?2018-06-02T09:10:59+00:00

Yes. A person does not have to be resident of a particular State or of the United States in order to form a non-profit corporation.

How does a non-profit corporation ensure that it will be tax exempt?2018-06-02T09:10:36+00:00

The only way to ensure that a non-profit will be treated as a tax exempt entity by the IRS, State and other taxing authorities is to file IRS Form 1023, “Application for Recognition of Exemption” (or other appropriate Form). In addition, depending on the State in which the business is conducted, an application for exemption will have to be filed with the appropriate State taxing authority.

Are all non-profit corporations tax exempt?2018-06-02T09:10:15+00:00

No. Non-profit status and tax exempt status are different things. As a general rule, in order to be tax exempt, a corporation must be incorporated as a non-profit corporation. However, IRS Form 1023, “Application for Recognition of Exemption,” (or other appropriate Form) must be filed with the IRS. In addition, most States require a separate filing in order to be tax exempt on the State level.

Which States have the highest corporate income tax rates?2018-06-02T04:46:06+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:44:16+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:43:23+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:42:55+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:42:26+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Can I incorporate in Delaware even though I live and work in another State?2018-06-02T04:41:59+00:00

Yes, you many incorporate in Delaware, Nevada or any other State even though your business is not located in that State. You must, however, have a registered agent located in that State. A and A Incorporation Services can act as your registered agent in all 50 States. Many of our customers believe that there are benefits to incorporating in Delaware or Nevada even if they do not do business in those States. If you are interested in doing this, you should consult with an attorney. Many of the benefits that people believe they will be getting by incorporating in Delaware or Nevada may not really be available to you. This is particularly true for smaller, closely-held private companies.

Can I form a non-profit corporation?2018-06-02T04:41:26+00:00

In general, there are no restrictions on who can incorporate a non-profit corporation. However, you can only incorporate a non-profit corporation for specific, non-profit purposes. The specific non-profit purposes vary from State-to-State. Typical non-profit corporations are charitable corporations, religious corporations, trade associations, social clubs, etc.

Should I register my company’s name as a trademark?2018-06-02T04:41:04+00:00

Many people believe that if they incorporate a business using a particular name then no one else can use that name for their business. That is not correct. Another business could file a Fictitious Business Name Application and have rights to use the name. Another business could incorporate in another State using that same name. Also, in some States if you incorporated one type of entity using a particular name (for example, a corporation), another business could incorporate even in that same State as a different type of entity (for example, an LLC) using the same name. The best way to protect your rights to a particular business name is to register the name as a trademark.

In which State should I incorporate my business?2018-06-02T04:40:36+00:00

The State in which you should incorporate will depend on many factors, including where you will be doing business, what type of business you will be conducting, where your customers are located, tax considerations, privacy concerns, etc. Most of our customers elect to incorporate in the State in which they reside and will be doing business. Other customers elect to incorporate in Delaware or Nevada. These States often are viewed as good choices for incorporation due to favorable tax treatment, privacy protection and pro-business laws. If you are uncertain regarding the State in which you should incorporate, you should consult an attorney who can advise you with respect to this decision.

What is a registered agent?2018-06-02T04:40:07+00:00

A registered agent is the person or entity to which State agencies send all official correspondence for a company and is the person or entity that is served with any lawsuits that might be filed against the company. All corporations, LLC’s and limited partnerships must have a registered agent in the State in which they incorporate.

Can 1 person be the sole owner, officer and director of a corporation or an LLC?2018-06-02T04:38:16+00:00

Yes, one person can incorporate a business, own all of the shares (if a corporation) or membership interests (if an LLC), be the sole director (if a corporation) or the sole manager (if an LLC) and hold all offices (whether a corporation or an LLC).

What are the differences between a corporation and an LLC?2018-06-02T04:33:30+00:00

Both corporations and LLC’s provide liability protection for their owners, although an LLC does not have to follow the corporate formalities required of corporations. Income of an LLC can be taxed only once at the owner level as opposed to at both the entity level and the owner level. Although the same is true for a corporation if it has made a Subchapter S election, there are limitations on who can own a Subchapter S corporation that do not exist for LLC’s.

What are the benefits of incorporating my business?2018-06-02T04:32:09+00:00

There can be many benefits to incorporating a business, including insulating your personal assets from creditors of the business, tax savings and advantageous retirement benefits.

How do I dissolve my corporation or LLC?2018-06-02T09:26:28+00:00

The requirements for dissolving an entity vary from State-to-State. Typically, however, an entity is dissolved by filing a Certificate of Dissolution or similar document with the Secretary of State of the State in which the entity was incorporated and paying a filing fee. At A and A Companies, we have significant experience dissolving entities in all States.

How can I obtain a certified copy of a corporation’s Articles of Incorporation, an LLC’s Certificate of Organization or a Certificate of Limited Partnership?2018-06-02T09:25:54+00:00

Thee documents are available from the Secretary of State in which the corporation, LLC or limited partnership was incorporated. At A and A Companies, we can help you obtain certified copies of these documents on either a regular or a rush basis.

What happens if my company should be qualified in a particular State but it’s not?2018-06-02T09:25:36+00:00

The consequences of failing to comply with the qualification requirements vary from State-to-State. Typically, however, it may result in the inability to enforce contracts in that State and/or the inability to bring lawsuits or otherwise access the courts in that State.

When is a company required to qualify to do business in a particular State?2018-06-02T09:25:11+00:00

The requirements vary State-by-State but, typically, if an entity is earning revenue in a particular State, owns property in a State or has employees located in a State, then it would be required to qualify as a foreign entity in that State.

My corporation or LLC is incorporated in one State, but I want to qualify it to do business in another State. How do I do that?2018-06-02T09:24:35+00:00

The process of qualifying to do business in another State is often referred to as qualifying as a foreign corporation in that State. For example, a corporation incorporated in Nevada, yet doing business in California likely will be required to qualify as a foreign corporation in California. Each State has its own rules for qualifying foreign entities, but usually it involves filing a simple document with the State, paying a filing fee and, in some States, including a copy or an original of the entity’s Articles of Incorporation, Certificate of Incorporation or LLC Articles of Formation. The filing fee typically is the same fee that would be charged if a new entity were incorporated in that state. At A and A Companies, we can assist you in qualifying to do business in any State.

Do professional corporations need bylaws, organizational minutes and stock certificates?2018-06-02T09:13:55+00:00

Yes. Just like all other corporations, professional corporations should have bylaws, organizational minutes and stock certificates.

I live in Arizona. Can I incorporate in Nevada?2018-06-02T09:13:29+00:00

Yes. You do not have to live in a particular State in order to incorporate a business in that State. However, before you can practice your profession in that State, you will have to comply with that State’s licensing requirements. In addition, many professional boards or agencies require that, if you are going to practice a profession through a corporation, that corporation has to be formed in the State in which you are going to practice.

Once I incorporate my business will my personal assets always be protected?2018-06-02T09:13:07+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc. In addition, many States limit a professional’s ability to insulate himself or herself from professional malpractice by forming a corporation.

Can I incorporate as a professional corporation?2018-06-02T09:12:37+00:00

If you are engaged in a profession that requires that you obtain a license from a State licensing agency in order to engage in that profession and the State in which you are working permits professionals in that profession to provide professional services through a corporate entity then, yes, you can incorporate as a professional corporation. What professions qualify will depend on the particular State. As a general rule, most States permit accountants, attorneys, chiropractors, dentists, medical doctors, psychologists, physician assistants and other health care professionals to incorporate and provide professional services through a professional corporation.

What happens if my company doesn’t have a registered agent?2018-06-02T09:17:33+00:00

Your company will be suspended by the State which could have adverse legal consequences to you.

Can A and A Incorporation Services act as the registered agent for my company?2018-06-02T09:17:10+00:00

Yes. A and A Incorporation Services is able to provide you with registered agent services in all 50 States.

Are all non-profit corporations required to have a registered agent?2018-06-02T09:16:21+00:00

Yes. All non-profit corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all professional corporations required to have a registered agent?2018-06-02T09:16:05+00:00

Yes. All professional corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all limited partnerships required to have a registered agent?2018-06-02T09:15:49+00:00

Yes. All limited partnerships must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all LLCs required to have a registered agent?2018-06-02T09:15:28+00:00

Yes. All limited liability companies must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all corporations required to have a registered agent?2018-06-02T09:15:08+00:00

In most States, all corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

What does a registered agent do?2018-06-02T09:14:51+00:00

A registered agent is responsible for receiving important legal and tax documents on behalf of the company. These include pleadings in connection with lawsuits, annual report and tax information. Registered agents must have a physical address in the State of formation or qualification of the business. Post office boxes will not be sufficient. The registered agent’s address is a matter of public record and easily accessible via the internet. For this reason, many people choose to have a company like A and A Companies, Inc., to act as their registered agent.

What is a registered agent?2018-06-02T09:14:33+00:00

A registered agent is a person or entity that is designated by you in the records of the Secretary of State’s office to accept service of process for your company if it should be subjected to a lawsuit and to receive other official communication from State agencies. In almost all States, every corporation, LLC, limited partnership and other entity must designated a registered agent in its Articles of Incorporation, Certificate of Formation, etc.

A and A Incorporation Services offers many different types of trademark services. How do I decide which searches or registrations are right for my company?2018-06-02T09:21:42+00:00

First, you should determine where your market will be located. If you will be marketing your product or service nationally, then you might want to consider limiting your trademark search and registration to the United States. If, however, you plan on marketing your business world-wide, you might want to consider doing an world-wide search and possibly registering your trademark in other countries in addition to the United States.

What do I do if someone is using a trademark similar to mine?2018-06-02T09:21:01+00:00

There are several ways to dispute use of your trademark by a third party. Depending on the factual situation, the Trademark Office may or may not be the proper forum. You should consider contacting an attorney, preferably one specializing in trademark law.

How long does a trademark registration last?2018-06-02T09:20:40+00:00

For a trademark registration to remain valid, an Affidavit of Use (“Section 8 Affidavit”) must be filed: (1) between the fifth and sixth year following registration, and (2) within the year before the end of every ten-year period after the date of registration. The registrant may file the affidavit within a grace period of six months after the end of the sixth or tenth year, with payment of an additional fee.

How do I find out if I need patent, trademark and/or copyright protection?2018-06-02T09:20:25+00:00

Patents protect inventions and improvements to existing inventions. Copyrights cover literary, artistic, and musical works. Trademarks are brand names and/or designs which are applied to products or used in connection with services.

When is it proper to use the federal registration symbol (the letter R enclosed within a circle — ® — with the mark?2018-06-02T09:20:10+00:00

The federal registration symbol may be used once the mark is actually registered in the U.S. Patent and Trademark Office. Even though an application is pending, the registration symbol may not be used before the mark has actually become registered. The federal registration symbol should only be used on goods or services that are the subject of the federal trademark registration.

Once I incorporate my company are other companies prevented from using my company’s name?2018-06-02T09:19:54+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the benefits of trademark registration?2018-06-02T09:19:38+00:00

According to the U.S. Patent and Trademark Office, the benefits of trademark registration include:
– Notice nationwide of your claim to the trademark
– Evidence of ownership of the trademark
– Access to Federal courts to enforce your rights to the trademark
– Registration can be used as a basis for obtaining registration in foreign countries

Do trademarks have to be registered?2018-06-02T09:19:18+00:00

No, but federal registration has several advantages, including notice to the public of the registrant’s claim of ownership of the mark, a legal presumption of ownership nationwide, and the exclusive right to use the mark on or in connection with the goods or services set forth in the registration.

What is a trademark?2018-06-02T09:18:54+00:00

The U.S. Patent and Trademark Office defines a trademark as including any word, name, symbol or device, or any combination thereof, used or intended to be used in commerce to identify and distinguish the goods of one manufacturer or seller from the goods manufactured or sold by others, and to indicate the source of goods. A trademark can be thought of as a brand name.

I live in Florida. Can I incorporate in Delaware?2018-06-02T05:01:19+00:00

Yes, you do not have to live in a particular State in order to incorporate in that State.

Why should every corporation have its own bylaws, organizational minutes and stock certificates?2018-06-02T05:00:59+00:00

One of the benefits of incorporating a business is to protect your personal assets from creditors of the business. It is not sufficient, however, just to incorporate. You must also ensure that corporate formalities are followed such as the preparation of bylaws, organizational minutes and the issuance of stock certificates to the shareholders.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T05:00:38+00:00

All companies actively engaged in business require an EIN from the Internal Revenue Service, except for sole proprietors who do not file any excise or pension plan tax returns. In addition, most banks, creditors and others with whom a company will do business or encounter require EIN’s.

Which States have the highest corporate income tax rates?2018-06-02T05:00:16+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no corporate income tax?2018-06-02T04:59:55+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:59:29+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:59:07+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:58:44+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:58:25+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

What is typically included in Shareholder Minutes and Board of Director Minutes?2018-06-02T04:58:05+00:00

Annual shareholder minutes typically include the election of your company’s Board of Directors. Annual Board of Director minutes typically include the election of officers for the company. In addition, Board of Director minutes should be prepared in order to approve contracts and leases that the company enters into, issue additional shares of stock and approve other significant company events.

How often do I need to prepare Shareholder Minutes and Board of Director Minutes?2018-06-02T04:57:43+00:00

Shareholder and Board of Director Minutes should be prepared at least annually. However, it may be advisable to prepare Board of Director minutes more frequently in order to approve contracts and leases that the company enters into during the year, appoint any new directors, issue any additional shares of stock, etc.

Once I incorporate my business will my personal assets always be protected?2018-06-02T04:57:27+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc.

Once I incorporate my company, are other companies prevented from using my company’s name?2018-06-02T04:56:59+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the advantages of incorporating in Nevada?2018-06-02T04:56:31+00:00

The Nevada Secretary of State lists the following advantages, among others, for incorporating in Nevada:

  1. No Corporate Income Tax
  2. No Taxes on Corporate Shares
  3. No Franchise Tax
  4. No Personal Income Tax
  5. Nominal Annual Fees
  6. No Franchise Tax on Income
  7. No Inheritance or Gift Tax
  8. No Estate Tax
  9. Competitive Sales and Property Tax Rates
  10. Minimal Employer Payroll Tax – 0.7% of gross wages with deductions for employer paid health insurance
  11. Nevada’s Business Court, developed on the Delaware model, minimizes the time, cost and risks of commercial litigation
What are the advantages of incorporating in Delaware?2018-06-02T04:54:30+00:00

Delaware is often referred to as a business-friendly State. According to the Delaware Secretary of State, Delaware has the most advanced and flexible business formation statute in the nation and the Delaware Court of Chancery is a unique 215 year old business court that has written most of the modern U.S. corporation case law. Delaware’s State Government is business-friendly and accessible. According to the Delaware Secretary of State, these factors have all contributed to making Delaware a premier legal home to companies around the world. You do not have to live in Delaware in order to incorporate in Delaware.

Can a corporation be owned by only one person?2018-06-02T04:53:59+00:00

Yes, a corporation can be owned by one person.

What are the differences between an S corporation and a C corporation?2018-06-02T04:53:35+00:00

The only difference between an S corporation and a C corporation is how the corporations and their shareholders are taxed. By default, a corporation will be a C corporation unless the shareholders elect Subchapter S status by filing Form 2553, “Election by a Small Business Corporation”, with the IRS. If a corporation has not elected Subchapter S status, the corporation will have to pay income tax on all of its income. If the corporation then distributes that income to its shareholders, the shareholders will have to pay income tax on those distributions. This results on double taxation (once at the corporate level and again at the shareholder level). On the other hand, if a Subchapter S election has been made, as a general rule, there will be no tax on the corporation and the income will be taxed only to the shareholders. Subchapter S corporations often are referred to as “pass-through entities” since, for tax purposes, the income is treated as if it passes through the corporation without taxation to the shareholders who then pay income tax only once on this income. Limited Liability Companies (LLC) and partnerships also are “pass-through entities.”

What is a family limited liability company?2018-06-02T09:01:05+00:00

A family limited liability company is an LLC that is used to hold title to family assets (for example, real estate), a family business and/or investments. All family members could be members (owner) of the limited liability company or the parents could be the initial members and, over time, gift limited liability company membership interests to their children (or other beneficiaries). Family limited liability companies often are used to minimize estate taxes since membership interests typically can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited liability company. For estate and gift tax purposes, the valuation of assets held in a family limited liability company may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

I live in California. Can I form my LLC in Nevada?2018-06-02T09:00:39+00:00

Yes. You are not required to live in a particular State in order to incorporate a limited liability company in that State.

Why does every company need a Federal Employer Identification Number (EIN)?2018-06-02T09:00:13+00:00

If you are going to operate a business or hold assets in a corporation, limited liability company, limited partnership or trust, then that corporation, limited liability company, limited partnership or trust will need an Employer Identification Number. This is required in order for the company to file tax returns, open a bank account, apply for a business license and for a host of other purposes.

Which States have the highest personal income tax rates?2018-06-02T08:59:26+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T08:59:06+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T08:58:47+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T08:58:23+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Does the Operating Agreement have to be filed anywhere?2018-06-02T08:58:03+00:00

No. An Operating Agreement is an internal document. It is not required to file an Operating Agreement with the Secretary of State or any other government agency in connection with the formation of the limited liability company. Many banks, however, will ask to see a copy of your company’s Operating Agreement in order to open a bank account for the company.

What is an Operating Agreement (also known as an LLC Agreement)?2018-06-02T08:57:29+00:00

An Operating Agreement is one of the organizational documents that should be prepared for every limited liability company. Operating Agreements typically set forth the relative rights, preferences and privileges of the members, the authority of the company’s manager, whether or not the company will have officers, etc.

Are Minutes required for an LLC?2018-06-02T08:57:10+00:00

One of the benefits of a limited liability company is that you don’t have to follow the corporate formalities that are required of corporations, including the need to prepare minutes. However, it often is advisable to prepare minutes even for limited liability companies so that you have a record of what matters were approved by the members of the company.

Once I form an LLC will my personal assets always be protected?2018-06-02T08:56:33+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Once I incorporate my company are other companies prohibited from using my company’s name?2018-06-02T08:55:12+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

Can an LLC be owned by only one person?2018-06-02T08:54:48+00:00

Yes, one person may own a limited liability company (LLC). An owner of a limited liability company is referred to as a “member” of that limited liability company.

I live in Texas and own want to purchase real property in California. Can I form a limited partnership in California in order to purchase the real property?2018-06-02T09:07:08+00:00

Yes. You do not have to live in the State in order to form a limited partnership in that State.

Does a Limited Partnership need a Federal Employer Identification Number (EIN)?2018-06-02T09:06:50+00:00

Unless the limited partnership does not engage in any business activities and does not file any tax returns then all limited partnerships should obtain an EIN. In addition, most banks will require an EIN in order to open a bank account for the limited partnership and other business partners or vendors will require an EIN in order to do business with the partnership.

Which States have the highest personal income tax rates?2018-06-02T09:06:27+00:00

California, Vermont, Oregon, New Jersey, Maine, Washington D.C. and Hawaii (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T09:06:10+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T09:05:49+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T09:05:30+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

I just formed a new limited partnership. Why do I need a Limited Partnership Agreement?2018-06-02T09:05:08+00:00

If the partners do not enter into a limited partnership agreement, then the relationship between them, and their respective rights, obligations and duties will be unclear. Should a dispute arise between the partners in the future, without a limited partnership agreement, it will be difficult for the parties, a court or other trier of fact to determine the rights, obligations and duties of the parties. This could lead to time-consuming and costly litigation. Typically, a limited partnership agreement will address such topics as identification of the partners, required contributions to the capital of the limited partnership, how the profits of the partnership will be distributed to the partners, how the income and loss of the partnership will be allocated to the partners, dissolution of the limited partnership, restrictions on transfer of partnership interests, etc.

What is a Limited Liability Limited Partnership or LLLP?2018-06-02T09:04:50+00:00

A limited liability limited partnership (LLLP) is a relatively new modification of the limited partnership. Similar to a limited partnership, the LLLP consists of one of more general partners and one or more limited partners. The general partners manage the business operations of the LLLP, while the limited partners typically only maintain a financial interest. The key advantage of this form of ownership is that the general partners receive limited liability on the debts and obligations of the limited liability limited partnership. Limited liability limited partnerships often are used for investment in real estate, although it also is available for other businesses. Not all States permit the formation of limited liability limited partnerships. Many require the formation of limited partnerships first, then registration of that limited partnership as a limited liability limited partnership. Some of the States in which an LLLP can be formed are Arizona, Colorado, Delaware, Florida, Georgia, Nevada and Texas.

What’s the difference between a limited partnership and a general partnership?2018-06-02T09:04:28+00:00

A general partnership is a business arrangement between 2 or more people. A partnership is created by default when 2 or more people are engaged in business but have not formed another entity, such as a corporation, an LLC or a limited partnership. In a general partnership, every partner has the ability to actively manage and control the business and each partner also are responsible for all of the debts and liabilities of the partnership. There is no limit to this exposure for the debts and liabilities of the partnership. Personal assets of the partners may be used to satisfy business debts and liabilities if necessary. A limited partnership, on the other hand, provides protection for the limited partners of the limited partnership from the debts and liabilities of the limited partnership. A limited partnership must have at least 2 partners, one general partner and one limited partner. Unlike the limited partners, general partners of a limited partnership are responsible for the debts and liabilities of the partnership. Personal assets of the general partners may be used to satisfy business debts and liabilities if necessary. The general partner(s) of a limited partnership are responsible for operating and managing limited partnerships. Limited partners typically are silent investors and do not get involved in operating or managing limited partnerships. In most States, unlike a general partnership, to form a limited partnership Articles or a Certificate of Formation must be filed with the State (usually the Secretary of State’s office) in order to form a limited partnership.

Once I form my limited partnership are other companies prevented from using my company’s name?2018-06-02T09:04:04+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What is a family limited partnership?2018-06-02T09:03:43+00:00

A family limited partnership is a limited partnership that is used to hold title to family assets (for example, real estate), a family business or investments. All family members could be partners in the limited partnership or the parents could be the initial partners and, over time, gift limited partnership interests to their children (or other beneficiaries). Family limited partnerships often are used to minimize estate taxes since partnership interests can be transferred between generations (for example from parents to children) at lower tax rates than would apply if there were no limited partnership. For estate and gift tax purposes, the valuation of assets held in a family limited partnership may be discounted for valuation purposes and, therefore, less estate or gift tax may be incurred.

What types of businesses are organized as limited partnerships?2018-06-02T09:03:09+00:00

Most businesses can be organized as limited partnerships. However, limited partnerships are most commonly used for businesses that have been formed for the purposes of investing in real estate.

Are non-profit corporations required to have bylaws and organizational minutes?2018-06-02T09:11:29+00:00

Like all other corporations, non-profit corporations should have bylaws and organizational minutes.

I am not a U.S. citizen and I don’t reside in the United States. Can I form a non-profit corporation in California?2018-06-02T09:10:59+00:00

Yes. A person does not have to be resident of a particular State or of the United States in order to form a non-profit corporation.

How does a non-profit corporation ensure that it will be tax exempt?2018-06-02T09:10:36+00:00

The only way to ensure that a non-profit will be treated as a tax exempt entity by the IRS, State and other taxing authorities is to file IRS Form 1023, “Application for Recognition of Exemption” (or other appropriate Form). In addition, depending on the State in which the business is conducted, an application for exemption will have to be filed with the appropriate State taxing authority.

Are all non-profit corporations tax exempt?2018-06-02T09:10:15+00:00

No. Non-profit status and tax exempt status are different things. As a general rule, in order to be tax exempt, a corporation must be incorporated as a non-profit corporation. However, IRS Form 1023, “Application for Recognition of Exemption,” (or other appropriate Form) must be filed with the IRS. In addition, most States require a separate filing in order to be tax exempt on the State level.

Which States have the highest corporate income tax rates?2018-06-02T04:46:06+00:00

Pennsylvania, Washington D.C., Iowa, Minnesota, Massachusetts, Alaska and New Jersey (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the highest personal income tax rates?2018-06-02T04:44:16+00:00

Nevada, South Dakota, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have no personal income tax?2018-06-02T04:43:23+00:00

Alaska, Florida, Nevada, New Hampshire, South Dakota, Tennessee, Texas, Washington and Wyoming (according to “Business Tax Index 2008”, Small Business & Entrepreneurship Council, April 2008).

Which States have the worst overall business tax climates?2018-06-02T04:42:55+00:00

New Jersey, New York, California, Ohio, Rhode Island, Maryland, Iowa, Vermont, Nebraska, Minnesota (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Which States have the best overall business tax climates?2018-06-02T04:42:26+00:00

South Dakota, Nevada, Alaska, Florida, Montana, Texas, New Hampshire, Oregon and Delaware (according to “2009 State Business Tax Climate Index”, The Tax Foundation, October 2008, based on corporate tax rates, individual income tax rates, sales tax rates, unemployment insurance tax rates and property tax rates).

Can I incorporate in Delaware even though I live and work in another State?2018-06-02T04:41:59+00:00

Yes, you many incorporate in Delaware, Nevada or any other State even though your business is not located in that State. You must, however, have a registered agent located in that State. A and A Incorporation Services can act as your registered agent in all 50 States. Many of our customers believe that there are benefits to incorporating in Delaware or Nevada even if they do not do business in those States. If you are interested in doing this, you should consult with an attorney. Many of the benefits that people believe they will be getting by incorporating in Delaware or Nevada may not really be available to you. This is particularly true for smaller, closely-held private companies.

Can I form a non-profit corporation?2018-06-02T04:41:26+00:00

In general, there are no restrictions on who can incorporate a non-profit corporation. However, you can only incorporate a non-profit corporation for specific, non-profit purposes. The specific non-profit purposes vary from State-to-State. Typical non-profit corporations are charitable corporations, religious corporations, trade associations, social clubs, etc.

Should I register my company’s name as a trademark?2018-06-02T04:41:04+00:00

Many people believe that if they incorporate a business using a particular name then no one else can use that name for their business. That is not correct. Another business could file a Fictitious Business Name Application and have rights to use the name. Another business could incorporate in another State using that same name. Also, in some States if you incorporated one type of entity using a particular name (for example, a corporation), another business could incorporate even in that same State as a different type of entity (for example, an LLC) using the same name. The best way to protect your rights to a particular business name is to register the name as a trademark.

In which State should I incorporate my business?2018-06-02T04:40:36+00:00

The State in which you should incorporate will depend on many factors, including where you will be doing business, what type of business you will be conducting, where your customers are located, tax considerations, privacy concerns, etc. Most of our customers elect to incorporate in the State in which they reside and will be doing business. Other customers elect to incorporate in Delaware or Nevada. These States often are viewed as good choices for incorporation due to favorable tax treatment, privacy protection and pro-business laws. If you are uncertain regarding the State in which you should incorporate, you should consult an attorney who can advise you with respect to this decision.

What is a registered agent?2018-06-02T04:40:07+00:00

A registered agent is the person or entity to which State agencies send all official correspondence for a company and is the person or entity that is served with any lawsuits that might be filed against the company. All corporations, LLC’s and limited partnerships must have a registered agent in the State in which they incorporate.

Can 1 person be the sole owner, officer and director of a corporation or an LLC?2018-06-02T04:38:16+00:00

Yes, one person can incorporate a business, own all of the shares (if a corporation) or membership interests (if an LLC), be the sole director (if a corporation) or the sole manager (if an LLC) and hold all offices (whether a corporation or an LLC).

What are the differences between a corporation and an LLC?2018-06-02T04:33:30+00:00

Both corporations and LLC’s provide liability protection for their owners, although an LLC does not have to follow the corporate formalities required of corporations. Income of an LLC can be taxed only once at the owner level as opposed to at both the entity level and the owner level. Although the same is true for a corporation if it has made a Subchapter S election, there are limitations on who can own a Subchapter S corporation that do not exist for LLC’s.

What are the benefits of incorporating my business?2018-06-02T04:32:09+00:00

There can be many benefits to incorporating a business, including insulating your personal assets from creditors of the business, tax savings and advantageous retirement benefits.

How do I dissolve my corporation or LLC?2018-06-02T09:26:28+00:00

The requirements for dissolving an entity vary from State-to-State. Typically, however, an entity is dissolved by filing a Certificate of Dissolution or similar document with the Secretary of State of the State in which the entity was incorporated and paying a filing fee. At A and A Companies, we have significant experience dissolving entities in all States.

How can I obtain a certified copy of a corporation’s Articles of Incorporation, an LLC’s Certificate of Organization or a Certificate of Limited Partnership?2018-06-02T09:25:54+00:00

Thee documents are available from the Secretary of State in which the corporation, LLC or limited partnership was incorporated. At A and A Companies, we can help you obtain certified copies of these documents on either a regular or a rush basis.

What happens if my company should be qualified in a particular State but it’s not?2018-06-02T09:25:36+00:00

The consequences of failing to comply with the qualification requirements vary from State-to-State. Typically, however, it may result in the inability to enforce contracts in that State and/or the inability to bring lawsuits or otherwise access the courts in that State.

When is a company required to qualify to do business in a particular State?2018-06-02T09:25:11+00:00

The requirements vary State-by-State but, typically, if an entity is earning revenue in a particular State, owns property in a State or has employees located in a State, then it would be required to qualify as a foreign entity in that State.

My corporation or LLC is incorporated in one State, but I want to qualify it to do business in another State. How do I do that?2018-06-02T09:24:35+00:00

The process of qualifying to do business in another State is often referred to as qualifying as a foreign corporation in that State. For example, a corporation incorporated in Nevada, yet doing business in California likely will be required to qualify as a foreign corporation in California. Each State has its own rules for qualifying foreign entities, but usually it involves filing a simple document with the State, paying a filing fee and, in some States, including a copy or an original of the entity’s Articles of Incorporation, Certificate of Incorporation or LLC Articles of Formation. The filing fee typically is the same fee that would be charged if a new entity were incorporated in that state. At A and A Companies, we can assist you in qualifying to do business in any State.

Do professional corporations need bylaws, organizational minutes and stock certificates?2018-06-02T09:13:55+00:00

Yes. Just like all other corporations, professional corporations should have bylaws, organizational minutes and stock certificates.

I live in Arizona. Can I incorporate in Nevada?2018-06-02T09:13:29+00:00

Yes. You do not have to live in a particular State in order to incorporate a business in that State. However, before you can practice your profession in that State, you will have to comply with that State’s licensing requirements. In addition, many professional boards or agencies require that, if you are going to practice a profession through a corporation, that corporation has to be formed in the State in which you are going to practice.

Once I incorporate my business will my personal assets always be protected?2018-06-02T09:13:07+00:00

Incorporating is a good way to protect your personal assets from claims against your business. However, in order to get this protection, you have to not only incorporate your business, but you also have to operate your business as a separate legal entity. For example, you should prepare Shareholder and Board of Director minutes, open a separate bank account in the name of the corporation, use stationary and business cards that make it clear that you are doing business as a corporation, enter into contracts in the name of the corporation, etc. In addition, many States limit a professional’s ability to insulate himself or herself from professional malpractice by forming a corporation.

Can I incorporate as a professional corporation?2018-06-02T09:12:37+00:00

If you are engaged in a profession that requires that you obtain a license from a State licensing agency in order to engage in that profession and the State in which you are working permits professionals in that profession to provide professional services through a corporate entity then, yes, you can incorporate as a professional corporation. What professions qualify will depend on the particular State. As a general rule, most States permit accountants, attorneys, chiropractors, dentists, medical doctors, psychologists, physician assistants and other health care professionals to incorporate and provide professional services through a professional corporation.

What happens if my company doesn’t have a registered agent?2018-06-02T09:17:33+00:00

Your company will be suspended by the State which could have adverse legal consequences to you.

Can A and A Incorporation Services act as the registered agent for my company?2018-06-02T09:17:10+00:00

Yes. A and A Incorporation Services is able to provide you with registered agent services in all 50 States.

Are all non-profit corporations required to have a registered agent?2018-06-02T09:16:21+00:00

Yes. All non-profit corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all professional corporations required to have a registered agent?2018-06-02T09:16:05+00:00

Yes. All professional corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all limited partnerships required to have a registered agent?2018-06-02T09:15:49+00:00

Yes. All limited partnerships must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all LLCs required to have a registered agent?2018-06-02T09:15:28+00:00

Yes. All limited liability companies must have a registered agent and that registered agent must be located in the State in which you are incorporating.

Are all corporations required to have a registered agent?2018-06-02T09:15:08+00:00

In most States, all corporations must have a registered agent and that registered agent must be located in the State in which you are incorporating.

What does a registered agent do?2018-06-02T09:14:51+00:00

A registered agent is responsible for receiving important legal and tax documents on behalf of the company. These include pleadings in connection with lawsuits, annual report and tax information. Registered agents must have a physical address in the State of formation or qualification of the business. Post office boxes will not be sufficient. The registered agent’s address is a matter of public record and easily accessible via the internet. For this reason, many people choose to have a company like A and A Companies, Inc., to act as their registered agent.

What is a registered agent?2018-06-02T09:14:33+00:00

A registered agent is a person or entity that is designated by you in the records of the Secretary of State’s office to accept service of process for your company if it should be subjected to a lawsuit and to receive other official communication from State agencies. In almost all States, every corporation, LLC, limited partnership and other entity must designated a registered agent in its Articles of Incorporation, Certificate of Formation, etc.

A and A Incorporation Services offers many different types of trademark services. How do I decide which searches or registrations are right for my company?2018-06-02T09:21:42+00:00

First, you should determine where your market will be located. If you will be marketing your product or service nationally, then you might want to consider limiting your trademark search and registration to the United States. If, however, you plan on marketing your business world-wide, you might want to consider doing an world-wide search and possibly registering your trademark in other countries in addition to the United States.

What do I do if someone is using a trademark similar to mine?2018-06-02T09:21:01+00:00

There are several ways to dispute use of your trademark by a third party. Depending on the factual situation, the Trademark Office may or may not be the proper forum. You should consider contacting an attorney, preferably one specializing in trademark law.

How long does a trademark registration last?2018-06-02T09:20:40+00:00

For a trademark registration to remain valid, an Affidavit of Use (“Section 8 Affidavit”) must be filed: (1) between the fifth and sixth year following registration, and (2) within the year before the end of every ten-year period after the date of registration. The registrant may file the affidavit within a grace period of six months after the end of the sixth or tenth year, with payment of an additional fee.

How do I find out if I need patent, trademark and/or copyright protection?2018-06-02T09:20:25+00:00

Patents protect inventions and improvements to existing inventions. Copyrights cover literary, artistic, and musical works. Trademarks are brand names and/or designs which are applied to products or used in connection with services.

When is it proper to use the federal registration symbol (the letter R enclosed within a circle — ® — with the mark?2018-06-02T09:20:10+00:00

The federal registration symbol may be used once the mark is actually registered in the U.S. Patent and Trademark Office. Even though an application is pending, the registration symbol may not be used before the mark has actually become registered. The federal registration symbol should only be used on goods or services that are the subject of the federal trademark registration.

Once I incorporate my company are other companies prevented from using my company’s name?2018-06-02T09:19:54+00:00

No. It is still possible for another company to use your company’s name. The best way to protect against someone else using your company’s name would be to get trademark protection of the name. A and A Incorporating Services offers trademark services.

What are the benefits of trademark registration?2018-06-02T09:19:38+00:00

According to the U.S. Patent and Trademark Office, the benefits of trademark registration include:
– Notice nationwide of your claim to the trademark
– Evidence of ownership of the trademark
– Access to Federal courts to enforce your rights to the trademark
– Registration can be used as a basis for obtaining registration in foreign countries

Do trademarks have to be registered?2018-06-02T09:19:18+00:00

No, but federal registration has several advantages, including notice to the public of the registrant’s claim of ownership of the mark, a legal presumption of ownership nationwide, and the exclusive right to use the mark on or in connection with the goods or services set forth in the registration.

What is a trademark?2018-06-02T09:18:54+00:00

The U.S. Patent and Trademark Office defines a trademark as including any word, name, symbol or device, or any combination thereof, used or intended to be used in commerce to identify and distinguish the goods of one manufacturer or seller from the goods manufactured or sold by others, and to indicate the source of goods. A trademark can be thought of as a brand name.