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The following are the types of entities our company will
file. Special requests can be made for other limited liability entities (LP,
LLP, LLLP). We do not file non-profits for non-attorneys at this time due to the
complexity of the charter unless you provide us with the specific language you
wish to insert into the charter.
CAUTION: Do not use this page as a guide to choose the
type of entity you wish to form. You should speak to your attorney or accountant
about which structure is best for you.
Stock Corporation (a.k.a. General Corporation)
A stock corporation is the stereotype of corporations. The
owners (stockholders) enjoy limited personal liability due to the actions of the
corporation. The corporation is its own entity and is taxed at the corporate tax
rates (in Delaware, this is a flat rate of 8.7%). Owners pay taxes on dividends
earned from the corporation and may take a salary as well if they actually work
for it.
Close Corporation
The close corporation is a variant of a general
corporation which eliminates the board of directors, putting the stock holders
directly in charge of the corporation. A close corporation is intended for a
tight-knit group of investors who do not plan to go public, but it can be
converted to a stock corporation by amending the charter. There is a limit to
the number of shares of stocks that can be issued and a maximum of 30 people
that can own them.
Limited Liability Company (LLC)
This is a business model that offers the benefits of a
partnership (or sole proprietorship) with the protections of a corporation. The
owners have limited liability and may be taxed as per their selection upon
formation (either as an individual, partnership, corporation, or even an S
Corporation). The LLC is owned by members, not shareholders, and is managed by
managers (or a combined "member-manager"). Many formalities can be
eliminated in an LLC using its written agreement. Delaware LLC's pay a flat $200
franchise tax per year which is due on June 1.
Special Note about S Corporations
Any of the above entities may elect this tax status to
allow the shareholders to be taxed for the corporation profits at their own
personal income tax levels. Liability is still separated. This election status
is made with the IRS after incorporation. Please note that this status is
intended for smaller corporations, and limits ownership to one hundred (100)
stockholders (a close corporation has further ownership restrictions), and
non-citizens of the United States are not eligible in most cases to be
stockholders. Ask your attorney or accountant for more information.
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