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EIN for corporations
Business Compliance
Zulma Eliana Bourelly

EIN for corporations

Questions? Book an appointment today. +1 (305) 647-3000 EIN for corporations: when do you need one? Everything in this post concerns US regulations, and every

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Sole proprietorship
Business Compliance
Zulma Eliana Bourelly

Sole Proprietorship EIN

Sole proprietorship EIN: when a one-owner business needs one Sole proprietorship Definition A sole proprietorship is an unincorporated business owned by one person. It is

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Registered agents
Business Compliance
Zulma Eliana Bourelly

C Corporation

Questions? Book an appointment today. +1 (305) 647-3000 Need a new EIN for your C corporation? Our specialized advisors will help you understand the business

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Registered agents

C Corporation

Our specialized advisors will help you understand the business structures available in the United States, and we take care of all the documents required to legally form your company from abroad.

When a company is formed in the US, the future shareholders transfer money, property or both in exchange for the company’s capital stock. A corporation generally takes the same deductions as a sole proprietorship to figure its taxable income.

A corporation can also take special deductions. For federal income tax purposes, a C corporation is recognized as a separate taxpaying entity.

A corporation conducts its business, earns a net profit for the year, pays taxes and distributes profits to its shareholders.

A corporation’s profits are taxed to the corporation when earned, and then taxed to the shareholders when distributed as dividends. This creates double taxation. The corporation does not get a tax deduction when it distributes dividends to shareholders, and shareholders cannot deduct the corporation’s losses.

The IRS allows companies to elect, for tax purposes, to be treated as either a “C corporation” or an “S corporation.”

C corporation income is generally taxed twice: the company pays tax on its net income, and the shareholders also pay tax on the income they receive from the corporation.

S corporations have only one level of taxation (ideal if you are a citizen, a resident or otherwise required to pay US tax). Shareholders still have to pay tax on the money they receive from the company, but an S corporation does not pay tax on its net income.

While the S corporation is popular with small business owners, C corporations offer greater tax-planning flexibility.

Everything in this post concerns US regulations, and every reference is grounded in business law principles.

A corporation (sometimes called a C corporation) is an independent legal entity owned by shareholders. This means that the corporation itself, not the shareholders who own it, is held legally responsible for the actions and debts the business incurs.

Corporations are more complex than other business structures because they tend to involve costly administrative fees and demanding legal and tax requirements. Because of these issues, corporations are generally recommended for larger, established companies with many employees.

For businesses in that position, corporations offer the ability to sell ownership in the company through stock offerings. Going public through an initial public offering (IPO) is a major selling point for attracting investment capital and high-quality employees.

Our services are designed to cover everything you need as a foreign investor, including:

Forming a corporation

A corporation is formed under the laws of the state where it is registered. To form a corporation, you will need to choose your business name and register it with your state government. If you operate under a name other than the one officially registered, you may have to file a fictitious name (also known as an assumed name, trade name or DBA name, short for “doing business as”). State laws vary, but in general, corporations must include a corporate designator (Corporation, Incorporated, Limited) at the end of the business name.

To register your business as a corporation, you must file certain documents, usually Articles of Incorporation, with your state’s Secretary of State office. Some states require corporations to appoint directors and issue stock certificates to initial shareholders as part of the registration process. Contact your state’s business entity registration office to learn the specific filing requirements in the state where you form your business.

Once your company is registered, you must obtain business licenses and permits. Regulations vary by industry, state and locality. Check with your city, county and state which permits and licenses apply to your business.

If you are hiring employees, read more about federal and state regulations for employers.

Corporate taxes

Corporations are required to pay federal, state and, in some cases, local taxes. Most businesses must register with the IRS and with state and local revenue agencies, and obtain a tax ID number or permit.

When you form a corporation, you create a separate taxpaying entity. Regular corporations are called “C corporations” because Subchapter C of Chapter 1 of the Internal Revenue Code is where you find the general tax rules that affect corporations and their shareholders.

Unlike sole proprietors and partnerships, corporations pay income tax on their profits. In some cases, corporations are taxed twice: first when the company makes a profit, and again when shareholders report dividends on their personal tax returns. Corporations file IRS Form 1120, the US corporation income tax return, with the federal government.

Shareholders who are also employees pay income tax on their wages. The corporation and the employee each pay an equal share of Social Security and Medicare taxes, but this is usually a deductible business expense.

Read more about tax requirements for corporations on IRS.gov.

Advantages of a corporation

  • Limited liability. When it comes to responsibility for a corporation’s business debts and actions, shareholders’ personal assets are protected. Shareholders can generally be held liable only for their investment in the company’s stock.
  • Ability to raise capital. Corporations have an advantage when it comes to raising capital for their business: the ability to raise funds through the sale of stock.
  • Corporate tax treatment. Corporations file taxes separately from their owners. Owners of a corporation pay taxes only on the corporate profits paid to them as salaries, bonuses and dividends, while any additional profit is taxed at a corporate tax rate, which is usually lower than an individual income tax rate.
  • Attractive to potential employees. Corporations can generally attract and hire high-quality, motivated employees because they offer competitive benefits and the possibility of partial ownership through stock options.

 

Disadvantages of a corporation

  • Time and money.  Incorporating involves startup, operating and tax costs that most other structures do not.
  • Double taxation. In some cases, corporations are taxed twice: first when the company makes a profit, and again when dividends are paid to shareholders.
  • Additional paperwork. Because corporations are highly regulated by federal, state and, in some cases, local agencies, there are additional documents and records associated with this entity.
About the author
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Zulma Eliana Bourelly

Zulma Eliana Bourelly is the founder of Riveros Corp (Riveros International Business Corp, Miami, Florida). Since 2009 she has helped entrepreneurs, companies, and religious and nonprofit organizations, both in the United States and from their home countries without traveling to the US, form and maintain their US companies and meet AML/KYC requirements. She has been a Florida Notary Public since 2010, with state registration as a Remote Online Notary (RON); a County Court Mediator certified by the Florida Supreme Court; a Certified Anti-Money Laundering Specialist (CAMS) by ACAMS; and a Certified Notary Signing Agent with the National Notary Association (NNA). She holds a law degree from the Universidad Nacional de Colombia and is not licensed to practice law in Florida or anywhere in the United States. She writes in Spanish and English about company formation, compliance and public records on US Jurisdiction, the group's blog. Service in Spanish, English and Italian. Legal notice: I AM NOT AN ATTORNEY LICENSED TO PRACTICE LAW IN THE STATE OF FLORIDA, AND I MAY NOT GIVE LEGAL ADVICE OR ACCEPT FEES FOR LEGAL ADVICE.

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