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Incorporation (Inc.) is the forming of a new corporation (a corporation being a legal entity that is effectively recognized as a person under the law). The corporation may be a business, a non-profit organization, sports club, or a government of a new city or town. This article focuses on the process of incorporation; see also corporation
In the United States
- Protection of personal assets. One of the most important legal benefits is the safeguarding of personal assets against the claims of creditors and lawsuits. Sole proprietors and general partners in a partnership are personally and jointly responsible for all the liabilities of a business such as loans, accounts payable, and legal judgments. In a corporation, however, stockholders, directors and officers typically are not liable for the company's debts and obligations. They are limited in liability to the amount they have invested in the corporation. For example, if a shareholder purchased $100 in stock, no more than $100 can be lost. Corporations and limited liability companies (LLCs) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or bankruptcy, these assets may be protected. A creditor of a shareholder of a corporation or LLC cannot seize the assets of the company. However, the creditor can seize ownership shares in the corporation, as they are considered a personal asset.
- Transferable ownership. Ownership in a corporation or LLC is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in Delaware is not required to be filed or recorded.
- Retirement funds. Retirement funds and qualified retirements plans, such as a 401(k), may be established more easily.
- Taxation. In the United States, corporations are taxed at a lower rate than individuals are. Also, they can own shares in other corporations and receive corporate dividends 80% tax-free. There are no limits on the amount of losses a corporation may carry forward to subsequent tax years. A sole proprietorship, on the other hand, cannot claim a capital loss greater than $3,000 unless the owner has offsetting capital gains.
- Raising funds through sale of stock. A corporation can easily raise capital from investors through the sale of stock.
- Durability. A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation.
- Credit rating. Regardless of an owner's personal credit scores, a corporation can acquire its own credit rating, and build a separate credit history by applying for and using corporate credit.
Steps required for incorporation
The articles of incorporation (also called a charter, certificate of incorporation or letters patent) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock. A registration fee is due, which is usually between $25 and $1,000, depending on the state.
A corporate name is generally made up of three parts: "distinctive element", "descriptive element", and a legal ending. All corporations must have a distinctive element, and in most filing jurisdictions, a legal ending to their names. Some corporations choose not to have a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and the "Inc." is the legal ending. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership. Incorporated, limited, and corporation, or their respective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the U.S.
Usually, there are also corporate bylaws which must be filed with the state. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held, who can vote and the manner in which shareholders will be notified if there is need for an additional "special" meeting.
Corporations can only deduct net operating losses going back two years and forward 20 years.
Reporting after incorporation
Assuming a corporation has not sold stock to the public, conducting corporate business is straightforward. Often, it amounts to recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. These formalities can often be supplanted by written agreement and do not usually need a face-to-face meeting.
In the United Kingdom
In the U.K., the process of incorporation is generally called company formation. The United Kingdom is one of the quickest locations to incorporate, with a fully electronic process and a very fast turnaround by the national registrar of companies, the Companies House. The current Companies House record is five minutes to vet and issue a certificate of incorporation for an electronic application.
Types of companies
There are many different types of UK companies:
- Community interest company
- Company limited by guarantee
- Industrial and provident society (IPS)
- Limited liability partnership (LLP)
- Private company limited by shares (Ltd, limited)
- Public limited company (PLC)
- Royal charter (RC)
- Societas Europaea (SE): pan-European Union company structure
- Unlimited company
The legal concept of incorporation is recognized all over the world.
- In the United States, there are many ways that a corporation can be identified. The four forms that are valid in all 50 states and the District of Columbia are "Corporation", "Incorporated," and the abbreviations "Corp." and "Inc." Some states allow the use of "Company" and some have additional optional names. A complete list of which names are allowed in each state can be found at Types_of_business_entity#United_States.
- In Germany, Austria and Switzerland, the GmbH ("Gesellschaft mit beschränkter Haftung", meaning "limited liability business association"), as well as the AG ("Aktiengesellschaft", meaning "business association with shares"), are the entities most similar to the corporations in the U.S.
- In the United Kingdom, with the exception of an unlimited company or corporation which requires no designation as part of its legal company name, the titles Ltd. (limited company) or plc (public limited company) are used for corporations.
- In France, Switzerland, Belgium and Luxembourg, the term "SARL ((French)}), (société à responsibilité limitée, company with limited liability)" or SA (société anonyme, anonymous partnership) is used.
- Spain, Portugal, Romania and Latin America use the title SA (anonymous partnership) for stock corporations or Ltda (limitada or limited liability) for limited companies. (Ltda is denoted SL in Spain, for "Sociedad Limitada", and SRL in Argentina, for ("Sociedad de Responsabilidad Limitada")).
- In Poland there is the title SA (standing for Spółka Akcyjna, polish for stock parnership) for stock corporations or Sp. z o.o. (Spółka z ograniczoną odpowiedzialnością, Partnership with limited liability) for limited companies. There is also Spółka komandytowa (Sp. K.), a partnership where at least one partner is fully liable and other one have limited liability and Spółka komandytowo-akcyjna (Sp. K. A.) - partnership where at least one partner is fully liable and other one is a stock shareholder not being liable.
- Denmark and Norway uses the title A/S for stock corporations (Danish: Aktieselskab, Norwegian: Aksjeselskap), while Sweden uses the similar AB (Swedish: aktiebolag). Finland uses Oy (Finnish:Osakeyhtiö), Oyj for stock corporations (Osakeyhtiö, julkinen) and Ay (Avoin yhtiö) or Ky (Kommandiittiyhtiö) for private enterprises.
- In India, the term Pvt. Ltd. is used for a company that is private, an entity similar to LLC in U.S. Ltd. is used for public unlisted company or a public corporation, a similar entity to a corporation in the U.S.
- Italy uses "Srl" or "Società a Responsabilità Limitata" (limited liability company), and "SpA" or "Società Per Azioni" (stock corporation).
- In the Netherlands, NV and BV are used.
- Malaysia uses Sdn. Bhd. (Malay: Sendirian Berhad), meaning "private limited", which is the equivalent of an incorporated entity in the U.S.
- Indonesia uses P.T. (Indonesian: Perseroan Terbatas), meaning "private limited", which is the equivalent of an incorporated entity in the U.S. This legal title is stated in front of the corporation name. If the shares become publicly listed for trading in stock exchange, it's called Tbk. (Indonesian: Terbuka), appended after the corporation name.
- Slovakia uses s.r.o. ("spoločnosť s ručením obmedzeným" meaning "business with limited liability") and a.s. ("akciová spoločnosť" meaning "business with shares").
- In Latvia, the most commonly used title of a corporation is "S.I.A." (Latvian: Sabiedrība ar Ierobežotu Atbildību) for "limited liability company", or "LLC", and "A/S" (Latvian: Akciju Sabiedrība) for "joint stock company", or "JSC". The title "S.I.A." and "A/S" are put before the name of the corporation.
- Albania uses "Sh.p.k" (Albanian: Shoqëri me Përgjegjësi të Kufizuar) for "limited liability company", "Sh.a." (Albanian: Shoqëri Anonime), meaning "anonymous partnership", for stock corporations. Pursuant to the Albanian legislation, the possible business structures are:
- Sole proprietorship (person fizik) - A business owned and managed by one individual who is personally liable for all business debts and obligations.
- Limited liability company (LLC) - A hybrid legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.
- Corporation - A legal entity owned by shareholders.
- Non-profit - An organization engaged in activities of public or private interest where making a profit is not a primary mission. Some non-profits are exempt from federal taxes.
- Singapore uses Pte. Ltd., meaning "private limited", which is the equivalent of an incorporated entity in the U.S.
- China uses WFOE (or WOFE), to refer to a Wholly Foreign Owned Enterprise (WFOE). This is the most popular form of business entity for foreign investors wanting to set up a company in China, it is a limited liability company.
- In Canada, the process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra-provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporations are effected quite quickly, depending upon the jurisdiction of registration, as several provinces and the federal government have started to allow for electronic filing. Incorporated Canadian companies can generally use either Limited, Incorporated or Corporation in their name, however this may vary province to province.
- Dubai uses "LLC" to denote a limited liability company. Listed companies use "PJSC" to denote public joint stock company.
- In Turkey Ltd. Şti. (which stands for Limited Şirketi) is a common form to denote limited liability companies.
- Articles of incorporation
- Delaware corporation
- General incorporation law
- Limited liability company
- List of company registers
- Types of business entity
- Interactive map of U.S. state corporation departments, LawServer
- "Singapore Private Limited Company Guide". Rikvin.com. Retrieved 2013-11-25.
- "Details on Private Limited Company". Businessdictionary.com. Retrieved 2013-11-25.