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Disclaimer: Please note that IncSmart is not a law firm or an accounting firm. If you seek legal or tax advice, we recommend that you hire an attorney or a CPA.
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What is a Corporation?
A corporation is a legal entity unto itself, with a life and identity all its own. The corporation is not
you, and you are not the corporation. A corporation is a "person" whose thoughts you can control,
that can and will defend you against lawsuits, protect all your personal assets and hold title to
property. It's not surprising that roughly a million corporations are formed each year and the
number is growing.
A corporation is a distinct legal entity that is separate and apart from its employees, stockholders,
directors, and officers. Although it's a separate entity, it can act only through its stockholders,
officers, or agents. A stockholder (owner or partial owner) is a holder of shares of stock in the
corporation and is not in legal danger except for the amount of money they have invested in the
corporation. A stockholder is not the employer of those working for the corporation, nor is he the
owner of corporate property. His liability is limited entirely to the money he has put into this
separate legal person.
As an artificial person, a corporation's rights, duties and liabilities do not differ from those of a
natural person under similar conditions, except where the exercise of duty would require the ability
to comprehend, or think. That's where the Board of Directors comes in. They do the thinking for
the corporation. Proof that the directors thought on behalf of the corporation is evidenced by
minutes or corporate resolutions. A corporation can buy, trade, sell and make loans, It can do
literally anything you as a person can do. These thoughts and actions simply need to be
documented by a resolution. When you think it through, the possibilities become fascinating. The
key point to remember here is that although you may own a corporation, that corporation exists as
a separate entity or person.
The corporation is owned by the shareholders. The shareholders elect directors who provide the
guidance to the Corporation. Directors appoint Officers who manage day to day operations of the
business. Officers hire employees. In a small business, the sole owner may be the only director,
officer and employee.
NOTES ON CLOSE CORPORATIONS 1) No more then 35 shareholders 2) No Board of Directors 3) No formal meetings 4) Not available in all states
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Be smart with your business.
Protections Plans
Incorporating is one of the best ways a business owner
can protect his or her personal assets. Most people
choose to incorporate solely for this reason, but there are
other advantages as well. For example, the corporate
business structure allows you to save money in taxes,
provides greater business flexibility and lets you more
easily raise capital.