Читать книгу Run Your Own Corporation - Garrett Sutton - Страница 18

Now let’s get into the good entities, the ones that limit your liability and offer asset protection. Corporations, first chartered by the English Crown in the 1500’s, are the oldest good entities, so we will start with them.

When you set up a corporation, you are creating a new legal person. Upon being chartered by the state, a corporation establishes its own legal identity. No matter how passionate you feel about your business, no matter how personal it is to you, you are not your corporation. This separation offers a big benefit. Because a corporation has its own legal presence and its own tax identity with the IRS, the corporation acts as a shield for the owners, whose liability is limited to the money they invested to start the corporation. If the corporation is sued, it is the corporation itself, as a separate legal entity, that is sued, not the owners, whose personal assets are not part of the company and are protected by the corporate veil. (That is, unless you sign a separate Personal Guarantee agreeing to be personally responsible for the debt if your entity doesn’t pay it.) And because the corporation is its own separate legal entity the death of a shareholder doesn’t mean death of the corporation. In a corporation, ownership comes in the form of shares, and those shares can be transferred.

Starting a corporation (whether taxed as an S or a C corporation) requires some paperwork preparation, including:

• Organizational documents filed with the Secretary of State’s office in the state in which you wish to incorporate. For a corporation these are called Articles of Incorporation, which set out the company name, initial Board of Directors and authorized shares of the company.

• Because Articles of Incorporation become a public record, nothing proprietary or confidential should be included.

• In some states, a list of corporate officers (which may just be you) are filed with the Secretary of State.

• Bylaws of the corporation are the rules of the corporation and are not filed with the state. (They really don’t want all that much paperwork.)