INCORPORATIONS

There are various types of companies in US:

Business Corporation in India

Open a office in USA

Sole proprietor

• An individual who is running a business in his own name or under a trade name is automatically a sole proprietor.
• The business and personal assets of the owner are considered to be one; therefore (not a separate legal entity) the owner is personally responsible for debts incurred by the business.
• All loans taken for these types of business are taken out in the owner’s name, therefore the owner stands to lose everything, including his private estate if the business fails.

Partnership or joint venture

• This is when two or more people decide to conduct a business together; all the partners have to bear equal responsibility for debts incurred.
• It is advisable to consult a expert to draw up a written partnership agreement, this contract is the only requirement needed to set up a partnership and could be done without a lawyer.
• A partnership agreement should deal with the following issues: formation, profit sharing arrangements, salaries, banking arrangements, changes of partners, liquidation, responsibilities of partners.
• A partnership of more than 20 partners is not allowed, except in certain instances.
• All partners are required to include all income from the partnership in their personal tax returns available from the Receiver of Revenue.

Corporations

A corporation is a legal entity that can exist separately from its owners. In a corporation, the liability of the owners is limited to the amount they pay for their shares of stock. A corporation is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners. Creation of a corporation occurs when properly completed articles of incorporation (called a charter or certificate of incorporation in some states) are filed with the proper state authority, and all fees are paid.

Decision on Place of Incorporation

One of the first decisions a business must make after deciding to incorporate involves selecting the proper state of incorporation. A corporation is not required to incorporate in the state of its operations; however, often the best decision may be to incorporate in your home state.

If the corporation is a closely held corporation and does business primarily within a single state, local incorporation is often preferable. A foreign corporation that qualifies to do business in another state is subject to taxes and annual report fees from both the state of incorporation and the qualifying state. Another disadvantage of incorporating outside of your home state is the possibility of having to defend a lawsuit in another state.

Please contact Immigration & Business Services for your particular business situation and needs

• Do I need an attorney to incorporate?
• An attorney is not a legal requirement to incorporate though, but that is where Immigration & Business Services come into picture. For a very reasonable fee we guarantee you full satisfaction of your Incorporation process. We prepare and file the articles of incorporation. We also offer corporate forms and corporate kits as part of our complete incorporation package. We also deal with the IRS to get your Corporate Tax ID and in addition to that we also file all the paperwork with the respective federal and state authorities.

For more information contact us

TYPES OF CORPORATION

C Corporation

A C corporation is not actually a business structure, but the "tax status" of the company. All corporations are C corporations unless they opt to take advantage of a provision in both federal and state tax laws to become S corporations.

Taxes on profits of a C corporation are paid both by the corporation itself and by the shareholders when the profits are received as dividends. However, shareholders cannot deduct any losses posted by the C Corporation.

S Corporation

An S corporation is a standard business corporation that has elected a special tax status with the IRS. This tax treatment allows the corporation not to be a separately taxable entity. Instead, the income of the corporation is treated like the income of a partnership or sole proprietorship; the income is "passed-through" to the shareholders. Thus, shareholder's individual tax returns report the income or loss generated by an S corporation.

To be classified as an S corporation, a corporation must make a timely filing of Form 2553 to the IRS. This election must be made by March 15 if the corporation is a calendar year taxpayer, in order for the election to take effect for the current tax year. A corporation may later decide to elect S corporation status, but this decision would not take effect until the following year.

In order to qualify for S corporation status, the S corporation can have no more than 75 shareholders and must make the election to be an S corporation. The shareholders cannot be non-resident aliens. Also, an S corporation cannot issue preferred shares of stock with special liquidation, dividend, or conversion rights.

Non-profit organization? (also known as a Section 21 company)

A nonprofit corporation is a corporation formed for purposes other than generating a profit and in which no part of the organization's income is distributed to its directors or officers. Nonprofit corporations are formed pursuant to state law, often under the Revised Model Non-Profit Corporation Act (1986). A nonprofit corporation can be school, charity, medical provider, legal aid society, volunteer services organization, professional association Nonprofit corporations must apply for tax-exempt status at both the federal and state level . This kind of company is suitable for an association with the main object of promoting religion, art, sciences, education, charity, recreation or any other cultural or social activity or communal group interests.

Non-profit corporations must apply for tax-exempt status at both the federal and state level.

Immigration and Business Services will help for the Incorporation of a Non-Profit organization and will provide the nonprofit sample bylaws and minutes but one should note that Immigration & Business Services provides assistance in filing the necessary Federal and State tax forms for a separate fees.

LLC (Limited Liability Company)

The Limited Liability Company or LLC is not a partnership or a corporation. An LLC is a distinct type of business that offers an alternative to partnerships and corporations, by combining the corporate advantages of limited liability with the partnership advantage of pass-through taxation.

A member will more closely resemble shareholders if the LLC utilizes a manager or managers, because then the members will not participate in management. If the LLC does not utilize managers, then the members will closely resemble partners because they will have a direct say in the decision making of the company. Their “interests represent a member’s ownership of an LLC" just as partners have "interest" in a partnership and shareholders have stock in a corporation.

Member management is the normal default rule of state law. This means that if managers are not selected in the articles of organization, the members will direct the affairs of the LLC.
 

• Naming a Corporation
  
   
  • Choose the name of your corporation carefully. It is very important that you portray the image you want for your new corporation. Legally, the name you select must not be "deceptively similar" to any existing corporation or must be "distinguishable on the record" of your state. It is possible that the name you select will not be available; therefore, second choice is always asked on the incorporation order form.
     
  • Immigration and Business services will check name availability for you in any State.
  • Additionally, the name you choose must show your business is incorporated. Most states require that the corporate name be followed by some type of indicator, such as Corporation, Incorporated, or an abbreviation.
    
     
• Advantages of an incorporation
  
   
  • Liability is Limited- One of the primary advantages of incorporation is the limited liability the corporate entity gives its shareholders. Typically, shareholders and directors are not liable for the debts and obligations of the corporation; thus, creditors will not come knocking at the door of a shareholder or director to pay debts of the corporation.
     
  • Continuous existence- A corporation's life is not dependent upon its members. A corporation possesses the feature of unlimited life. If an owner dies or wishes to sell his or her interest, the corporation will continue to exist and do business.
     
  • Benefits - Retirement funds and qualified retirement plans (like 401k) may be set up more easily with a corporation.
     
  • Legal Entity- Ownership of a corporation is easily transferable.
     
  • Raising Capital - Capital can be raised more easily through the sale of stock
     
  • Specialized Management - A corporation possesses centralized management.

• 
  Disadvantages of an Incorporation
   
  • Double taxation- Mainly for ‘C’ Corporations profits of a corporation are taxed twice when the profits are distributed to shareholders as dividends. They are taxed first as income to the corporation, then as income to the shareholder. All reasonable business expenses such as salaries are deductions against corporate income and can minimize the double tax.
  • There is more complexity and expense with forming a corporation.
  • There are more extensive record keeping requirements.
  • Operating a corporation across state lines often requires the corporation to qualify to do business in the other state.
     
• Organizational Structure of a Company

The organizational structure of a corporation relies on three basic groups: shareholders, directors, and officers.

• A corporation is owned by shareholders; however, they do not directly manage the corporation. Instead, they influence corporate decisions through indirect methods such as electing and removing directors, approving or disapproving amendments to the articles of incorporation and voting on major corporate issues.
• The directors, who comprise the "board of directors," are responsible for managing the affairs of the corporation. Usually, directors make only the major business decisions and supervise and appoint the officers who make the day-to-day business decisions of the corporation.
• Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the board of directors.
• It is important to note that a shareholder may serve on the board of directors and as an officer. In fact, in most states one person is enough to form a corporation .

Directors

Only one director is required in most states although you can elect to have more. Some states use the number of shareholders in the corporation to determine the minimum number of directors. If the number of shareholders is three or more, then the corporation must have three directors. If the corporation has less than three shareholders, then the number of directors may equal the number of shareholders .

GET STARTED WITH THE INCORPORATION PROCESS

If you choose to incorporate, articles of incorporation must be filed with that state and initial fees must be paid. Immigration & Business Services will complete these administrative tasks quickly and effectively.

After your articles are filed, your corporation must hold an organizational meeting where bylaws are adopted and the incorporation process is completed. Share certificates should be distributed to shareholders and these transactions should be recorded on the corporation's stock ledger. All of this information should be kept in a corporate record book.

Immigration & Business Services provides with a corporate kit , which includes all of the information and paperwork needed to make this process easier.

For more information on taxes, for California incorporation visit www.ftb.ca.gov

Business Incorporation in India

We also undertake Business Incorporations in India

Formation of a Public Limited Company:

Public limited Company is a Company limited by shares in which there is no restriction on the maximum number of shareholders. The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value and the premium thereon in respect of the shares held by him. The minimum number of shareholders is 7.

Formation of a Private Limited Company :

Private Limited Company is a Company limited by shares in which there can be maximum 50 shareholders. The liability of each shareholder is limited to the extent of the unpaid amount of the shares face value and the premium thereon in respect of the shares held by him. The minimum number of shareholders is 2.

The following documents are required to be executed (signed) before they are submitted to the ROC (Registrar of Company):

1.Memorandum of association (MOA) and Articles of Association (AOA)- These are required to be executed by the promoters in their own hand in the presence of a witness in quadruplicate stating their full name, father's name, residential address, occupation, number of shares subscribed for, etc.

2. Form No. 1 - This is a declaration to be executed on a non-judicial stamp paper of INR 20 by one of the directors of the proposed company or other specified persons such as Chartered Accountants, Advocates, etc. stating that all the requirements of the incorporation have been complied with.

3. Form No. 18 - This is a form to be filed by one of the directors of the company informing the ROC the registered office of the proposed company.

4. Form No. 29 - This is a consent obtained from all the proposed directors of the proposed company to act as directors of the proposed company. (Not required in case of private company)

5. Form No. 32 - This is a form stating the fact of appointment of the proposed directors on the board of directors from the date of incorporation of the proposed company and is signed by one of the proposed directors.

6. Name approval letter in original.

7. Power of Attorney signed by all the subscribers of Memorandum of Association authorizing one of the subscribers or any other person to act on their behalf for the purpose of incorporation and accepting the certificate of incorporation.

8. Power of Attorney in case of a subscriber who has appointed another person to sign the MOA (Memorandum of Association) on his behalf.

9. Filing fees as may be applicable.

One can easily comply with the legal formalities even when not stationed in India

Power of Attorney can be given to a person to sign the documents on your behalf. After the Company is incorporated, then you can appoint Alternate Directors, to function on your behalf while you are not in India. But you should at least once be in India within one month of the incorporation of the Company. There can be one meeting of Board of Directors during your stay in India and all other formalities including director’s appointment have to be dealt with.

For more details get in touch with Immigration & Business Services on 510-713-9499.

We also help in:

• Corporate dissolution and winding up
• International collaborations and joint ventures
• Conducting feasibility studies
• Suggesting strategic solutions for complex business situations
• Offering advice for planned , productive and profitable team building
• Structuring of mergers, sales and acquisitions

Open an office and Buy a business in United States

Immigration and Business services also provide help to Indian nationals in expanding their business in the US.

Open your office in US--Buy a business or invest in an existing enterprise and apply for Green card. Or open an office in US and transfer your key employees on L visa to take care of business there. Later after your company becomes successful in US you may eligible to apply for a Green card for your employees.

Investors can also:

• Buy houses
• Franchise of a hotel/or chain business
• Real Estates

We have licensed real estate brokers and business brokers to assist you with all your business real estate needs.