The book that has helped thousands of Californians incorporate their businesses! You can save thousands in attorney fees by incorporating your own small businesses. Fortunately, How To Form Your Own California Corporation makes incorporating a straightforward task, showing you how to file articles of incorporation, set up a corporate records book, prepare bylaws and issue shares of stock. Incorporation provides great benefits, such as: limited personal liability tax advantages access to capital employee perks How To Form Your Own California Corporation contains all the forms, instructions, tax rules, practical information and step-by-step instructions you need to incorporate a California business, as tear-outs and on CD-ROM. The 11th edition is completely updated and revised to provide current regulations, tax requirements and forms. List of Forms Name Availability Inquiry Letter Name Reservation - Order Form Articles of Incorporation Cover Letter for Filing Articles Bylaws Waiver of Notice and Consent to Holding of First Meeting of Board of Directors Minutes of First Meeting of Board of Directors Shareholder Representation Letter Notice of Transaction Pursuant to Corporations Code Section 25102(f) Bill of Sale for Assets of a Business Receipt for Cash Payment Form for Cancellation of Indebtedness Bill of Sale for Items of Property Receipt for Services Rendered Share Register and Transfer Ledger Stock Certificates

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To help you make sure that forming a California corporation is the best legal and tax approach for your business, this chapter compares the California corporation to other small business legal structures. Our discussion is based upon recent tax and legal rule changes, most significantly, the rise of a new legal structure, the limited liability company. This relatively new way to organize a business shares some of the traditional legal and tax qualities of the corporation, while at the same time offering several of the less formal attributes of a partnership. The corporation continues, however, to stand apart from all other business forms due to its built-in organizational structure and unique access to investment sources and capital markets. It also continues to uniquely answer a need felt by many business owners who are attracted to the formality of the corporate form, a quality not shared by the other business structures. The Different Ways of Doing Business There are several legal structures or forms under which a business can operate, including the sole proprietorship, partnership, limited liability company and corporation. In addition, two of these structures have important variants. The partnership form has spawned the limited partnership and the registered limited liability partnership. And the corporation can be recognized, for tax purposes, as either the standard C corporation, in which the corporation and its owners are treated as separate taxpaying entities, or as an S corporation, in which business income is passed through the corporate entity and taxed only to its owners on their individual tax returns. Often, business owners start with the simplest legal form, the sole proprietorship, then move on to a more complicated business structure as their business grows. Other business people pick the legal structure they like best from the start, and let their business grow into it. Either way, choosing the legal structure for your business is one of your important decisions when starting a business. The analysis we present here, which includes examples of businesses that might sensibly choose each type of business structure, should help you make a good decision. For an expanded analysis and comparison of the different business forms, see the Legal Guide for Starting & Running a Small Business, by Fred S. Steingold (Nolo). 1. Sole Proprietorship A sole proprietorship is the legal name for a one-owner business (spouses can co-own and help run a sole proprietorship, too). When people think of a "mom and pop" or a home-based business, they are usually thinking of a sole proprietorship. A sole proprietorship has the following general characteristics: Ease of Formation. The sole proprietorship is the easiest to establish legally. Just hang out your shingle or "Open for Business" sign, and you have established a sole proprietorship. Sure, there are other legal steps you may wish to take -- such as registering a fictitious business name different from your own individual name by filing a "dba statement" with the county clerk -- but these steps are not necessary to establish your business legally. Personal Liability for Business Debts, Liabilities and Taxes. In this simplest form of small business legal structures, the owner, who usually runs the business, is personally liable for its debts, taxes and other liabilities. Also, if the owner hires employees, she is personally responsible for claims made against these employees acting within the course and scope of their employment.

 

Introduction 1. Choosing the Right Legal Structure for Your Business 2. How California Corporations Work 3. Issuing and Selling Stock 4. Corporate Taxation 5. Steps to Form Your Corporation 6. After You Incorporate 7. Lawyers and Accountants Appendix A. How to Use the Forms CD-ROM Appendix B. Incorporation Forms and Contact Information Appendix C. 2003/2004 Federal Tax Act Summary

An excellent book.

 

Attorney Anthony Mancuso is a corporations expert and author of Nolo’s bestselling corporate law series. He is the author of How to Form Your Own Corporation for California, New York, Florida and Texas; How to Form a Nonprofit Corporation (National and California Editions); The Corporate Minutes Book; California Incorporator (software) and co-author of Nolo’s Partnership Maker (software) and How to Create a Buy-Sell Agreement & Control the Destiny of Your Small Business. His books and software have shown over a quarter of a million businesses and organizations how to incorporate.

 

How to Form Your Own California Corporation by Mancuso, Anthony
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