Ultimate Book of Forming Corps, LLCs, Partnerships and Sole Proprietorships

Overview

Protect Your Assets?Structure Your Business for Success

Whether you're contemplating launching your own venture, have just started up, or have been in business for years, you'll be amazed at the important role that business ownership structures play. Selecting the appropriate structure for your business can spell the difference between success and failure over the long haul. ...

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Overview

Protect Your Assets—Structure Your Business for Success

Whether you're contemplating launching your own venture, have just started up, or have been in business for years, you'll be amazed at the important role that business ownership structures play. Selecting the appropriate structure for your business can spell the difference between success and failure over the long haul. What was appropriate a few years ago may now put you and your business in jeopardy.

Find answers to questions, such as:

When is sole proprietorship a good choice?

What are the repercussions of forming a corporation vs. a LLC?

What are the different types of partnerships?

Get up to speed with this comprehensive guide. Compare and contrast the strengths and weaknesses of each structure, then select from a sole proprietorship, partnership, corporation, or LLC based on what's right for your situation. Use the tools to plan, organize, form, operate and maintain a business entity.

You'll get tips on how to:

  • Clarify fundamental legal principles for business formation
  • Access state-specific information covering all 50 states and the District of Columbia
  • Walk step-by-step through every part of the process
  • Speak the lingo using the complete business law glossary

Structure your venture for success using these proven insider tips and insights from experienced business law attorney Michael Spadaccini. These lessons are too expensive to learn the hard way!

Michael Spadaccini practices business and corporate law; Securities/SEC compliance, 1933 and 1934 Securities Act filings, registration statements, annual and quarterly periodic filings, private offerings and financing transactions, merger, acquisition, and purchase transaction counseling and drafting; and Domestic and International Trademark development, enforcement, litigation and licensing. He's the author of The Complete Corporate Guide: Incorporate in Any State, and he lives in San Diego, CA.

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Product Details

  • ISBN-13: 9781932156683
  • Publisher: Entrepreneur Press
  • Publication date: 2/24/2004
  • Pages: 240
  • Product dimensions: 7.96 (w) x 11.14 (h) x 0.61 (d)

Meet the Author

Michael Spadaccini practices business and corporate law; Securities/SEC compliance, 1933 and 1934 Securities Act filings, registration statements, annual and quarterly periodic filings, private offerings and financing transactions, merger, acquisition, and purchase transaction counseling and drafting; and Domestic and International Trademark development, enforcement, litigation and licensing. He's the author of The Complete Corporate Guide: Incorporate in Any State, and he lives in San Diego, CA.

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Table of Contents

Acknowledgments viii
Section 1 Introduction
Chapter 1 Resources: What This Book Can Offer You 3
Chapter 2 An Overview of Business Organizations Which Is Right for You? 5
The Sole Proprietorship 5
The Partnership 6
The Limited Liability Company (LLC) 7
Corporation 8
Business Form Comparison 9
Chapter 3 Information for All Businesses 11
Local Taxes, Local Licenses 11
Partnership/LLC Taxation 11
Corporate Taxation 12
Business Entity Terminology 13
Forbidden Business Purposes 13
Section 2 Sole Proprietorship
Chapter 4 The Features and Formation of a Sole Proprietorship 17
Business Names 17
Forming a Sole Proprietorship 18
Taxes for the Sole Proprietor 18
Suing and Being Sued 18
Section 3 Partnerships
Chapter 5 The Features of Partnerships 21
How Partnerships Are Managed 21
How Partnerships Are Governed 22
An Important Concept: The Law of Agency 22
Varieties of Partnerships 22
Chapter 6 The Seven Steps to Forming a Partnership 25
Step 1 Where Should You Organize Your Partnership? 25
Step 2 Select Your Partnership's Name 26
Step 3 Should You Organize Your Partnership Yourself or Hire an Attorney? 27
Step 4 Determine the Partnership Ownership and How Distributions Are Made 28
Step 5 Define the Management Structure and Choose Managers 29
Step 6 Draft the Partnership Agreement 30
Step 7 Obtain Your Partnership's Federal Tax Identification Number 31
Chapter 7 Operating Your Partnership 33
Partnership Meetings 34
Annual Reporting Requirements 35
Maintaining the Partner Ledger and Transferring Shares 35
Reporting and Paying Taxes 36
Amending the Partnership Agreement 36
Expelling a Partner 36
Fiduciary Duties and Standards of Care 36
Ending the Life of Your Partnership: Dissolution 37
Section 4 Limited Liability Companies (LLCs)
Chapter 8 The Features of LLCs 41
How LLCs Are Managed 41
Professional Limited Liability Companies 42
Chapter 9 The Ten Steps to Organizing an LLC 43
The Role of the Organizer 43
The Role of Members 43
The Role of Managers 43
The Management Structure of LLCs 44
The Role of the Secretary of State 44
Step 1 Where Should You Organize? 45
Step 2 Select Your LLC's Name 46
Step 3 Select the Registered Agent 47
Step 4 Should You Organize Your LLC Yourself or Hire an Attorney? 48
Step 5 Determine the LLC Ownership 49
Step 6 File the Articles of Organization 51
Step 7 Order Your LLC Kit and Seal (Optional) 52
Step 8 Define the Management Structure and Choose Managers 53
Step 9 Prepare and Approve Your LLC's Operating Agreement 54
Step 10 Obtain Your LLC's Federal Tax Identification Number 56
Chapter 10 Operating Your LLC 59
Protecting Yourself from Liability 59
LLC Formalities 59
Maintaining the Membership Ledger and Transferring Shares 61
Annual Reporting Requirements 62
Qualifying as a Foreign LLC 62
Reporting and Paying Taxes 63
Amending Articles of Organization and Operating Agreement 64
Ending the Life of Your LLC: Dissolution 64
Section 5 Corporations
Chapter 11 The Features of Corporations 69
How Corporations Are Formed 69
How Corporations Are Managed 69
Special Types of Corporations 70
Chapter 12 The Thirteen Steps to Incorporation 73
The People Involved 73
Step 1 Where Should You Incorporate? 75
Step 2 Select Your Corporate Name 76
Step 3 Select the Type of Corporation 77
Step 4 Select the Registered Agent 78
Step 5 Should You Incorporate Yourself or Hire an Attorney? 79
Step 6 Determine the Stock Structure 80
Step 7 Draft and File the Articles of Incorporation 81
Step 8 Order Your Corporate Kit and Seal 82
Step 9 Select and Appoint Your Corporation's Directors 83
Step 10 Prepare and Approve Your Corporation's Bylaws 84
Step 11 The Director's Organizational Meeting 85
Step 12 Obtain Your Corporation's Federal Tax Identification Number 85
Step 13 Observe Formalities and Maintain Good Standing 86
Chapter 13 Operating Your Corporation 89
Protecting Yourself from Liability 89
Qualifying as a Foreign Corporation in Foreign States 89
Corporate Formalities 90
Maintaining the Share Ledger and Transferring Shares 93
Annual/Periodic Reporting Requirements 93
Amending Articles of Incorporation and Bylaws 94
Ending the Life of Your Corporation: Dissolution 94
Section 6 Liability Protection
Chapter 14 Protecting Yourself from Personal Liability as an Owner 99
The Imperfect Liability Shield: Alter Ego Liability 99
A Dead Company Offers Little Liability Protection 101
Liability Protection: Corporation vs. LLC 101
The Six Most Important Liability Protection Rules 101
Appendix A Partnership Forms 103
Partnership Form 1 Delaware Certificate of Limited Partnership 104
Partnership Form 2 Sample General Partnership Agreement 105
Partnership Form 3 Partner Ledger 114
Partnership Form 4 Minutes of Partnership Meeting 115
Partnership Form 5 Action by Written Consent of Partners 116
Partnership Form 6 Summary of the Uniform Partnership Act by the National Conference of Commissioners on Uniform State Laws 117
Appendix B Limited Liability Company Forms 123
LLC Form 1 LLC-1, California LLC Articles of Organization 124
LLC Form 2 Sample Letter to Secretary of State Accompanying Articles of Organization 125
LLC Form 3 Sample Letter to Registered Agent Accompanying Articles of Organization 126
LLC Form 4 Short-Form Operating Agreement for Member-Managed LLC 127
LLC Form 5 Long-Form Operating Agreement for Member-Managed LLC 135
LLC Form 6 Short-Form Operating Agreement for Manager-Managed LLC 150
LLC Form 7 Long-Form Operating Agreement For Manager-Managed LLC 159
LLC Form 8 Membership Ledger 175
LLC Form 9 Investment Representation Letter 176
LLC Form 10 Appointment of Proxy for Member's Meeting 177
LLC Form 11 Call for Meeting of Members 178
LLC Form 12 Notice of Meeting of LLC Members 179
LLC Form 13 Minutes of Meeting of LLC Members 180
LLC Form 14 Action by Written Consent of LLC Members 181
LLC Form 15 Written Consent of Members Approving a Certificate of Amendment of Articles of Organization Changing an LLC's Name 182
Appendix C Corporation Forms 183
Corporation Form 1 Sample California Articles of Incorporation 184
Corporation Form 2 Sample Delaware Articles of Incorporation 185
Corporation Form 3 Sample Nevada Articles of Incorporation (Long Form, with Full Indemnity Provisions) 186
Corporation Form 4 Optional Provisions for Inclusion in Articles of Incorporation 191
Corporation Form 5 Sample Letter to Secretary of State Accompanying Articles of Incorporation 192
Corporation Form 6 Sample Letter to Registered Agent 193
Corporation Form 7 Sample Action by Incorporator Appointing Directors and Approving Bylaws 194
Corporation Form 8 Sample Corporate Bylaws 195
Corporation Form 9 Sample Minutes of Organizational Meeting of the Board of Directors 205
Corporation Form 10 Shareholders' Agreement 208
Corporation Form 11 Share Transfer Ledger 214
Corporation Form 12 Investment Representation Letter 215
Corporation Form 13 Appointment of Proxy for Annual or Special Shareholders' Meeting 216
Corporation Form 14 Long-Form Appointment of Proxy for Annual or Special Shareholders' Meeting 217
Corporation Form 15 Call for Special Meeting of Shareholders 219
Corporation Form 16 Notice of Special Meeting of Shareholders 220
Corporation Form 17 Minutes of Annual or Special Meeting of Shareholders 221
Corporation Form 18 Action by Written Consent of Shareholder(s) 223
Corporation Form 19 Call for Special Meeting of Directors 224
Corporation Form 20 Notice of Special Meeting of Board of Directors 225
Corporation Form 21 Minutes of Annual Meeting of Directors 226
Corporation Form 22 Minutes of Special Meeting of Directors 227
Corporation Form 23 Action of Directors by Written Consent 228
Corporation Form 24 Written Consent of Directors Approving a Certificate of Amendment of Articles of Incorporation Changing Corporation's Name 229
Corporation Form 25 Certificate of Amendment of Articles of Incorporation Changing Corporation's Name 230
Corporation Form 26 Certificate of Amendment of Articles of Incorporation Electing Close Corporation Status 231
Corporation Form 27 Internal Revenue Service Tax Form SS-4 232
Corporation Form 28 Internal Revenue Service Tax Form 2553 233
Appendix D State Reference Tables 235
Glossary 311
Index 317
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