A nurse is assessing the structure of a community's health. Which of the following data will the nurse examine?
Public Corporation name
"Name" followed by Inc. year or Est. year
S-corp
"saving", files on 11205, files K-1, save a lot of taxes (social security and FICA) through salary or dividends (return on capital investments)
S-corp nicknames
"small" "saving" "sucker" never bionically traded, 100 shares or less
Procedure for Incorporating a Corporation
1. Selecting a state 2. Selecting corporate name 3. Name, purpose, address 4. Apply for EIN (Employer Identification Number)
When did NY allow LLC?
1994, 41st state to do so
Types of nonprofit Corporations
501(c)(3) and non 501(c)(3)
After initially forming a corporation, how many days do you have to fill out a form to change the type of corporation?
75 days
Corporate Seal
A design that contains the name of the corporation and the date of incorporation
When you first form a corporation it is automatically what type?
C-Corp
2 main types of corporations
C-Corp and S-corp
C-corp pays taxes at what level?
Corporate level
Alien Corporation
Corporation that is incorporated in another country
Novation
If once a corporation is formed, want to be released from liability after sighting lease you sign to substitute your corporation instead of yourself. Very rare.
Corporate Powers
Implied Powers and ultra Vires Act
How can a for profit corporation distribute profits to shareholders?
In the form of dividends
What type of corporation should you make a real estate company?
LLC
Defective formation of a LP occurs when
LP certificate is not properly filed or defects in certificate
LLC
Limited liability company, least amount of tax baggage
Winding up
Liquidating, paying of creditors, getting back capital, selling assets, divide profits
General partners have power of what?
Money and mouth
Summons and Complaint
Must answer within 20 days, number of pages explaining the complaints in regards to the specific lawsuit
Limited Partnership
Not that common, partners invest in capital but do not participate in management and are not personally liable for debts beyond their capital contribution, "tax shelter"
Corporate Bylaws
Rules of order
Corporation offers
Separateness (asset protection)
BCL (Business Corporation Law)
State of NYS
What was the first state to form LLC
Wyoming
Buy-sell
business pre-nup in any entity with 2+ partners
Organizations that are nonprofit
charitable education, religious, scientific purposes
Types of profit corporations
closely held and publicly traded
Double taxation
company pays taxes before dividends are given out and shareholders pay taxes after dividends are given out
Termination
completely done with the winding up period
Quorum
dictates how many directors or shareholders must be involved to take action (min required) "of 12 members, 7 must be present in order for it to take place." more significant in a publicly traded corporation than a closely held corporation
Closely held c-corp dividends
dirty because they have to pay taxes....come up with year end deductions instead (instead of dividends corporation should use benefits/allowances with the money for employers instead)
Domestic Corporation
doing business and incorporating in the same state
Foreign Corporation
doing business in one state but incorporating in another state
Legality of Corporations
fictitious legal entity created according to statutory requirements, free transfer-ability, perpetual existence, centralized management
C-corp
files on 1120, pays taxes
Separate Hat Theory
for liability protection, on financials: "90k debt, 10k stockholders equity"
Articles of Corporation
govt document of corporation that is filed with Secretary of state, originally authorized 200 shares than has to purchase more if want more
Organizational Meeting of Board of Directors
held by initial board of directors: adopt bylaws, elect corporate officers, translucent such other business as may come before meeting
NXUS Theory
if you have a connection in a state (some sort of physical presence or enough sales) employees, office, building etc, you have to pay taxes in that state as well
Certificate of a LP
makes LP legal and binded, signed by 2+ people
How do you save through a nonprofit organization
no shareholders, profits wont be taxed by government, donations are income tax deductible
Close Corporation
non publicly traded corporation, may dispense with some corporation families, small corp that meets specific requirements
Limited Partners
not individually liable for obligations or conduct of partnership beyond amount of their capital contribution, more formality than a GP
FLP: Family limited partnership
only type of entity where super minority partners, have super majority control: Dad and Mom=GP 1% child 1 and child 2=LP 49%
Promoter
organizes and starts corporation, negotiates and enters into contracts, finds initial investors to finance corporation
Shareholders
owners of corporation, elect directors of board
Incorporator
party who signs articles of corporation on behalf of the corporation
General Corporation Statutes
permit corporations to be formed without separate approval of legislature.
DWT
process of getting rid of partnership (dissolution, winding up, termination)
Different types of Corporations
profit (private) and nonprofit
Certificate of Authorization
required by a foreign corporation to qualify to conduct intrastate commerce
NYS tax on corporation
sales and use tax
Why are s-corp dividends good?
saving FICA tax
Limited liability of shareholders
shareholders are liable only to the extent of their capital contributions, don't have any personal liability
Corporations can never be forced to share dividends when
they are retaining them
UBIT (unrelated business income tax)
when a nonprofit pays taxes
Dissolution
when no further new business will be produced, formal date set
Ultra Vires Act
when you go beyond purpose of the corporation. Act by corporation that is beyond what is express/implied of its powers. Very impractical, usually will state "and any other lawful practice" to avoid this.
