Incorporate Delaware, Incorporate Nevada, Incorporate Online, or Incorporate Businesses in Any State

No matter in which country or state you and your company are based, you can incorporate in states within the United States. You can even incorporate online. The most common form of business organization, a corporation in the United States has many of the same rights and responsibilities as a person. The corporation is characterized by the limited liability of its owners, the issuance of shares of easily transferable stock, and existence as a “going concern.” The process of becoming a corporation is referred to as incorporation.

The biggest advantages of incorporation are the protection afforded by limited personal liability and the corporation’s ability to exist beyond the lifetime of the original owner, members, or founders. A corporation can be sued just as an individual or any other business can be sued. However, limited personal liability means (in most instances) that if the corporation is sued or files bankruptcy, the assets of the corporation may be seized and sold—but not those of the owners. For example, creditors could not attach your personal assets. There are some instances in which a court might be convinced to impose personal liability.

While it is possible to incorporate by yourself, it may be wise to retain the services of a competent firm or attorney to assist you with this legal matter. Among the first things you need to do are:

• Choose in which state you plan to incorporate.
• Make a decision on your corporate officers—most states in the United States require two or three parties to form a corporation. These officers can be friends or family members.
• Decide if you will remain the sole shareholder. As the sole shareholder, you will control the corporation’s activities.

In summary, the three main reasons why business owners incorporate are:
• To protect personal assets such as their home; to limit personal liability
• To enhance credibility for their business
• To take advantage of possible tax benefits

Regarding corporations owned by non-US citizens who will not have officers who are US citizens

A corporation can be formed in the United States, but the corporation will need to apply for and obtain a taxpayer identification number. The Chief Executive/President of a corporation must have a social security number or obtain an individual taxpayer identification number. This is required to fill out and submit the corporation’s application for its taxpayer identification number. Obtain form W-7 with instructions on how to fill out and submit the form. Once you have obtained your individual taxpayer identification number, you will then be able to obtain one for your corporation.

Incorporate: Delaware

A very corporate-friendly state, Delaware offers unique benefits for business incorporation. Assume you want to conduct more than one type of business, but you don’t choose to create a separate corporation for each. Forming a “Serial” LLC (limited liability company) in Delaware allows different lines of business to be treated separately from each other from a liability standpoint.

According to the Delaware Division of Corporations, “More than half a million business entities have their legal home in Delaware including more than 50% of all U.S. publicly-traded companies…” There are many other reasons to choose this state in which to incorporate: Delaware offers a comprehensive package of incorporation services including modern and flexible corporate laws.

Incorporate: Nevada

Another favorite state to incorporate businesses in, Nevada has favorable corporate laws. Often called ‘the corporate capital of the United States,’ Nevada and its Secretary of State offer this helpful list detailing Why Incorporate in Nevada? Reasons many choose to incorporate in Nevada include:

• No corporate income tax
• No taxes on corporate shares
• Stockholders, directors and officers need not live or hold meetings in Nevada, or even be U.S. Citizens
• No franchise tax
• No personal income tax

Incorporate: Online

It is possible to incorporate online. There are any number of companies and law firms that can assist you in this simplified process. You don’t have to personally travel to the state; you may retain a company or firm to file your papers for you.

Subchapter S Corporation

A subchapter S is a form of corporation that meets IRS requirements for taxation under Subchapter S of the Internal Revenue Code. A corporation with 75 shareholders or less (and meeting qualifications* as a small business corporation) can receive benefits as a corporation, yet be taxed as a partnership. In other words, profits are taxed at the level of the shareholders and not at the corporate level. This makes a big difference since it can pass income directly to shareholders, avoiding double taxation.

*Qualifications:

1) A domestic corporation
2) No more than 75 shareholders
3) Includes only eligible shareholders
4) Only one class of stock

Incorporate Businesses in Any State

For more information on incorporating businesses in any state in the United States, visit the federal government’s website, firstgov.gov.

An experienced freelance and staff writer, editor, and copywriter, Sally Hansley Morton is Senior Writer with Partners Online, LLC (d/b/a http://www.myoffice-usa.com and http://www.womenbizmentors.com).