CORPORATION & LLC FORMATION

    Many people who decide to go into business or who are in business wish to create entities that protect their business interests and their personal assets. Our firm is well versed and experienced in creating and assisting small and medium sized businesses in corporation formation, including corporations, sub-chapter "S" corporations, limited liability companies, and partnerships. Our firm works with you and your accountant with a team approach to assisting you in creating your company, creating your business entity, as well as maintaining it. A corporation or limited liability company that does not act as a corporation opens itself up to having its individual shareholders held responsible for the debts of the corporation.  A properly formed and managed corporation can give you the freedom to conduct your business without worrying that you might lose a home, a car, or any of your personal savings because of a business obligation.

     Once you decide to establish a business, your first consideration will be the type of business organization to use. Legal and tax considerations will help to determine your final choice, as well as personal needs and the needs of the particular business. There are advantages and disadvantages to each of the legal forms of business you may choose. As an entrepreneur, you must examine all of the characteristics and consult a knowledgeable legal professional when considering the formation of your business.  Contact Us to set up an appointment with one of our skilled business attorneys who can help you along the path of forming your business.  In the meantime, we hope the following will help give you a better idea of what is involved in forming a corporation or LLC.

    * Corporations
          o Kinds of Corporations
          o Why Form a Corporation?
          o Common Corporation Questions
    * LLCs
          o Why Form an LLC?
          o Common LLC Questions
    * What is the process for Incorporating or forming an LLC in Pennsylvania?
    * The Pennsylvania Department of State and The Corporation Bureau



Corporations

     A corporation is a legal entity that exists as a fictitious person and has many of the same legal rights as an actual person. Corporations may be made up of a single person or a group of people.  They provide a limited protection to the liability of the actual people involved in the business of the corporation, which is a major draw for smaller businesses to incorporate.
     A corporation may issue stock, either private or public, or may be classified as a non-stock corporation. If stock is issued, the corporation will usually be governed by its shareholders, either directly or indirectly. The most common model is a board of directors that makes all major decisions for the corporation.


In the United States there are three major types of corporations: Close, C, and S.

Close Corporations
Close corporations issue stock, but the number of shareholders is greatly limited, usually to less than thirty. Given the small number of shareholders, normally all are involved in board-level decision making. Transfer and sale of stock is also tightly controlled.

C Corporations
C corporations are the most common type of corporations in the United States. They allow for theoretically unlimited amounts of stock to be issued, and usually have a smaller board of directors that makes decisions. C corporations pay taxes both at the corporate level and at the personal level, as shareholders pay taxes on their dividends.

S Corporations
S corporations are virtually identical to C corporations, except that they have a special tax status with the IRS. Instead of paying taxes at both levels, S corporations are required only to tax their dividends--the corporation itself does not need to pay taxes.

•     Protection from personal liability for business debts
•     Perpetual existence, so the corporation continues even if an owner dies or leaves the business
•     No limit to the number of C Corporation shareholders, who need not be U.S. citizens or permanent residents

How do I name an LLC?
When incorporating in Pennsylvania, you can pick any name that hasn’t been used already, but the name must not be deceptively similar to any other corporate or LLC name on file with the state.

Do I need a director?
Yes, one or more.  There is no residency restriction, but the person must be at least 18 years old. Pennsylvania does not require listing of directors in the articles of incorporation.

Do I need officers?
Yes, one individual can hold all offices. (i.e. president, secretary and treasurer). Pennsylvania does not require listing of officers in the articles of incorporation.

Can I make an S Corporation Election?
Yes, Pennsylvania does recognize federal s-corp election. Additional state form required.
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LLCs

     Pennsylvania LLC formation is an alternative to corporations and partnerships. In Pennsylvania, LLCs, like corporations are separate legal entities that shield the owners of the businesses from liability, debt, and contractual obligations. They combine the tax flexibility of a partnership with the limited liability of a corporation. Forming an LLC protects personal assets and avoids the "double taxation" of a corporation on shareholder dividends.
     In order to maximize the protection the company can provide, it must be formed and operated correctly. Consult with an experienced business attorney to be sure your company is abiding by the many required formalities.

•     Protection from personal liability for business debts
•     Perpetual existence, so the LLC continues even if an owner dies or leaves the business
•     Pass-through taxation allows owners to report profit and loss on their individual tax returns
•     Owners need not be U.S. citizens or permanent residents
•     LLCs need not hold annual meetings or record meeting minutes (though we recommend it)

How do I name an LLC?
When forming an LLC in Pennsylvania, you can pick any name that hasn’t been used already, but the name must not be deceptively similar to any other corporate or LLC name on file with the state.

What does the membership of an LLC require?
Just that you must have one or more persons.  There is no residency restriction, but members must be at least 18 years old.  Pennsylvania does not require listing of members in the articles of organization.

Do I have to have managers?
Pennsylvania does not require the listing of managers in the articles of organization.
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What is the process for Incorporating or forming an LLC in Pennsylvania?

We can guide you through the process of forming a corporation or LLC in Pennsylvania.  Every case is different, but generally, the following steps are common to all formations we do:

• Check your name choice for availability in the State of PA
• Prepare your PA incorporating documents and send them to the state for filing
• Monitor the progress of your filing for acceptance by the state
• Notify you upon receipt of your filing confirmation by our office
• Forward your filed documents/confirmation to you
• We then fulfill any additional service requests
• Prepare your bylaws and minute book
• Prepare your operating agreement

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The Pennsylvania Department of State and The Corporation Bureau

     A large part of forming a corporation or LLC is knowing, understanding, conforming to, and abiding by the Commonwealth’s rules, regulations, and requirements.  This can at times be daunting.  Put our experience and knowledge to use for you.
     Under Pennsylvania law, the creation of corporations, both for-profit and nonprofit, and almost every related transaction affecting its legal status, is required to be filed with the Pennsylvania Department of State’s Corporation Bureau. In addition to corporations, other businesses must register with and conform to the regulations of the Bureau, including professional corporations, municipal authorities, limited partnerships, foreign corporations qualifying to do business in the Commonwealth, and individuals and corporations conducting business under an assumed or fictitious name.  
     Many types of business proceedings must be carried out by filing documents with the Department of State and the Corporation Bureau. These documents must be precise at times, and contain specific information in accordance with statutory requirements.  Let us help save you time and money, and assist in your filings and registrations, including:

•     Pennsylvania Business Corporation
•     Pennsylvania Nonprofit Corporation
•     Foreign Business Corporation
•     Pennsylvania Limited Liability Company
•     Foreign Limited Liability Company
•     Pennsylvania Limited Partnership
•     Foreign Limited Partnership
•     Pennsylvania Limited Liability Partnership
•     Foreign Limited Liability Partnership
•     Registration of a Trademark
•     Decennial Filings
•     Fictitious Names

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