Attorneys at Law

How Do I Use This Page?

This page lets you connect to all 50 states' corporate information sites, with links to form Articles of Incorporation and Limited Liability Company Articles of Organization. A link to fee information is also included for most states. Each state has different forms, laws, rules and regulations governing corporate entities; be sure you do your homework before you do anything.

How Do I Know Which Type of Business is Best for Me?

Choosing the type of business that's right for you can be a difficult decision. There are tax and liability considerations, director and ownership concerns, as well as state and federal obligations that are different for almost every business.

The following is a brief explanation of the business entity you may be considering. 

CORPORATION

• The "Corporation" is the classical structure for providing personal liability protection to the owners of the business. Although a corporation is relatively easy to organize, it may not be the best choice of entity for conducting business.
• Recent changes in corporate statutes have eased the paperwork burden of corporate operations, but businesses which operate under a corporate umbrella are faced with a variety of legal requirements including double taxation.
• Corporation are taxed on their income at the corporate level and then, if they pay dividends to shareholders, the dividends are taxed at the shareholders' individual tax rate.
• A corporation must have a board of directors (which may consist of one person; some states allow doing away with the board by forming a "Close Corporation"), must maintain books and, except for Close Corporations, hold meetings of shareholders.

LIMITED LIABILITY COMPANY (LLC)

• Limited Liability Companies are relatively recent creations of statute. The LLC has some of the attributes of a sole proprietorship, a general partnership and a corporation. For tax purposes, it is treated as a partnership. The LLC has members rather than shareholders. It has a manager or managers instead of a board of directors. Management may be vested in the members or in the manager(s). It is essentially a business entity created by contract between the members, much as a general partnership. However, in order to be legally recognized, it must file Articles of Organization with the appropriate state entity. The members are protected from personal liability for the acts of the LLC, much like shareholders of a corporation. The LLC differs from an "S" corporation in that it is not restricted in the number or types of individuals or other entities which may be members. It also differs from a limited partnership by not imposing personal liability on members for participating in the management of the LLC.

Other Entities

There are a number of other legally recognized entities: Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Partnership Associations, and some special types of organizations recognized only in a few states. For most people, a corporation or LLC should take care of all of your needs.

Do I Need a Lawyer?

A lawyer is not required to set up a corporation or LLC. It is, however, an excellent idea to speak with one before you set something up. Lawyers can advise you about the proper language to use, contracts, licenses, agreements, minutes and generally how to operate a corporation or LLC. You should also speak with an accountant, since there are significant tax implications associated with forming a corporation or LLC.

How Do I Use the Chart?

First, find your state. Then click on the "General Information" icon ("§")—this should take you to a page that gives you, er, general information about your state's requirements (or at least links to pages that do). If you want to download the forms for a corporation, click on the Corporation icon ("¢"); for the forms for a LLC, click on the LLC icon ("£"). Fees associated with the organization can be found by clicking on the Fees icon ("$"). NOTE: Many of these sites require that you have Acrobat Reader installed on your system to be able to read the forms. If you don't already have it, you can download it for free by clicking here.

If there isn't a link for what you're looking for, it either means that your state doesn't offer the form on-line, or that it was hidden so cleverly in the maze of its web site that I couldn't find it. The only states we couldn't find anything on were Kansas, Louisiana and South Carolina.

Your comments and suggestions are always appreciated. Please send them to us.

Disclaimers

The links below are offered as a service, and do not constitute a complete listing of all requirements necessary to form a corporate entity, or a recommendation as to the type of organization that should be formed. There are significant tax consequences involved in this decision, and it is best to speak with an attorney and/or an accountant before you decide which type of entity to form. If things go wrong, you agree not to sue us. Please.