How to Form Your Own California Corporation

by Mancuso, Anthony

• ISBN13: 9780873378260
• ISBN10: 0873378261
• Edition: 10th
• Format: Paperback
• Copyright: 2002-09-01
• Publisher: Nolo

Summary

Thins clear, comprehensive book provides step-by-step instructions and all the necessary forms to incorporate in the Golden State. It explains the benefits of such a move including limited liability, lower income taxes, employee perks and increased access to capital. The book also provides Articles of Incorporation, Bylaws, Stock Certificates, Minutes of the First Corporate Meeting, S Corporation tax information and information on the legal formalities necessary to operate a corporation.

All forms included as tear-outs and on CDROM.

Table of Contents

Introduction
Choosing the Right Legal Structure for Your Business
The Different Ways of Doing Business	2	(18)
Business Entity Comparison Tables	20
A Closer Look at California Corporations
Kinds of California Corporations	2	(5)
Corporate Powers	7	(1)
Corporate People	7	(9)
How Many People May Organize the Corporation?	16	(1)
Capitalization (or, How Much Money You Need to Form Your Corporation)	17	(3)
Sale of Stock	20	(1)
Payment of Dividends	21	(1)
Dissolution of a Corporation	21	(2)
Piercing the Corporate Veil (or, If You Want to be Treated Like a Corporation, It's Best to Act Like One)	23	(1)
Summing Up---More Questions	24
Small Corporations and the Securities Laws
Securities Laws and Exemptions	2	(2)
The California Limited Offering Stock Issuance Exemption	4	(11)
Federal Securities Act	15
Corporate Taxation
California Taxes	3	(2)
Federal Taxes	5	(6)
S Corporation Tax Status	11	(5)
Corporate Accounting Periods and Tax Years	16	(2)
Section 1244 Ordinary Loss Treatment for Stock Losses	18	(1)
Many Corporate Shareholders Qualify for a Lower Capital Gains Tax	18	(1)
Tax Treatment When an Existing Business is Incorporated	19	(3)
Tax Treatment of Employee Compensation and Benefits	22	(3)
Personal Holding Company Penalty	25	(1)
Special Considerations When Incorporating an Existing Business	26
Steps to Form Your Corporation
Step 1. Choose a Corporate Name	4	(8)
Step 2. Prepare Your Articles of Incorporation	12	(8)
Step 3. Set Up a Corporate Records Book (or Order a Corporate Kit)	20	(3)
Step 4. Prepare Your Bylaws	23	(5)
Step 5. Prepare Minutes of the First Meeting of the Board of Directors	28	(18)
Step 6. Prepare Shareholder Representation Letters	46	(7)
Step 7. Prepare and File Notice of Stock Transaction Form	53	(7)
Step 8. Issue Shares of Stock	60
After Your Corporation is Organized
Final Formalities After Forming Your Corporation	3	(7)
Tax Forms---Federal	10	(4)
Tax Forms---State	14	(2)
Licenses and Permits	16	(1)
Workers' Compensation Insurance	17	(1)
Private Insurance Coverage	17
Lawyers and Accountants
Lawyers	2	(1)
Accountants and Tax Advisors	3
Appendix A How to Use the Forms CD-ROM
Appendix B Incorporation Forms