When deciding on an entity type for your business, you should review how taxes will be handled. Not all entity types are taxed the same way. In this post, we’ll highlight how Limited Liability Companies are taxed differently than corporations.

One feature that Limited Liability Companies do not share with Corporations is their tax options. Limited Liability Companies have the option to do partnership taxation. This process is only available to partnerships, S Corporations, and Limited Liability Companies, and may also be known as “pass through taxation.”

LLC Pass Through Taxation can be broken down into the following 3 characteristics…

• Pass through taxation creates a situation where the business entity will not be taxed.
• Income passes through the business entity to its members.
• How the LLC will report their annual income will depend on its number of members.

This pass through taxation option is one of the notable characteristics of Limited Liability Companies. As always, it is best to do your research. When reviewing an entity type and its tax options, we usually recommend consulting an accountant in order to better understand your options and how you can achieve the maximum benefit for your business. 

If you'd like more information about Limited Liability Companies and how they can differ from Corporations, you can visit our Entity Comparison Chart. Our free Pass Through Taxation Info Sheet (available below) highlights information about pass through taxation, along with defining the most common characteristics of Limited Liability Companies.

Incorporating is an important step to providing you and your business with more security. Corporations historically started as a means for people to gather their finances for large business endeavors, while benefitting from protection from liability. Without such protection measures, people were less likely to invest in projects, leading to the continuation of corporations.  

This limited liability feature is one of the most prominent features of corporations and limited liability companies. You can protect your personal assets by incorporating or forming a company. When you do so, you are creating a legal entity that is separate from yourself. This means that your personal assets and your business assets will be separate. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched.

As an owner, you are separate from the legal business entity, but you still must be sure to follow all state rules and regulations regarding your corporation or limited liability company.

A few steps to insure that you protect your assets include…

• Creating proper articles of incorporation and bylaws, along with any other set state requirements.
• Acting in accordance to the company’s articles and bylaws.
• Vigilant recordkeeping habits, including attention to detail.
• Maintenance of annual taxes. 

Aside from these basic steps, there are further ways to maximize your liability protection. Here, we’ve noted 3 Key Do’s and Don’ts that will help you protect your assets. 

Once you incorporate your business, you are on the road to protecting your personal assets. You should keep in mind that there are still legal obligations for you to follow in order to achieve maximum liability protection. If you’d like to learn more about incorporation and its benefits, check out our Learning Center. You can also learn more about state specific requirements by visiting our detailed State Database.   

Our “How Incorporating Protects Your Personal Assets” info sheet summarizes asset protection strategy and other benefits of incorporating. It’s available for free download by clicking the button below!

As we’ve mentioned in past posts, you have a number of options when it comes to finding resources to jumpstart or expand your business. Today, we’re going to highlight one common way of raising capital for your business – issuing stock.  If you incorporate your business as a Corporation, you are able to issue to stock. Limited Liability Companies, also known as LLCs, do not issue stock. For a detailed comparison of business entity types, review our comparison chart.

Stock is typically issued by share. When you incorporate, you designate an initial number of shares that can be issued at a certain par value. You can then issue these shares to investors in order to raise capital to start or expand your business.

In order to help you understand some of the basic information regarding raising capital with stocks, we’ve answered 5 of our most frequently asked questions below.

1. What is stock? Stock represents ownership in a corporation. It can be represented by a certificate and can be common or preferred, voting or non-voting, redeemable, or convertible. The classifications and special designations, if any, of the stock are set forth in the articles of incorporation.
2. Who is a stockholder? Stockholders may also be referred to as shareholders. Stockholders are the owners of a corporation based on their holdings of share. They own an interest in the corporation rather than specific corporate property.
3. What is par value? Par value is the minimum price of a share below which the share cannot be issued. The par value is designated in the Articles of Incorporation of your business. 
4. What is the required minimum number of shares? The minimum number of shares required to be issued by a corporation varies by state.  After reviewing state regulations, you can decide the minimum number of shares you’ll be issuing for your corporation.
5. What is a stock purchase agreement? A stock purchase agreement is an agreement between the shareholders and the corporation. It provides a mechanism to regulate the transfer and sale of corporate stock. Often, a stock purchase agreement will provide a right of first refusal in favor of the corporation or remaining shareholders in the event of a proposed sale of stock by a shareholder. A stock purchase agreement can also provide for a purchase upon the death, disability, retirement, discharge, resignation, or bankruptcy of a shareholder.

If you are interested in learning more terms involved with issuing stocks, you can visit our Terms & Definitions page. Here, you’ll find an alphabetical list of terms that will help you maintain your business. 

Our Free Raising Capital With Stock eBook also answers stock questions in detail and includes a list of commonly used terms. 

During the course of your business, you may want to make changes to your corporation or limited liability company that will be legally recognized. One common question our Incorporation Specialists encounter is, “How do you change your corporate name?” In order to formally do so, you would need to file and “amendment” with your company’s state of incorporation or formation.

An amendment to your corporation or limited liability company is a formal filing with your state of registration that officially changes the details of your business structure. The 3 most common types of amendments that are filed are :

1. Name Change Amendments. You can elect to “amend” or change the name of your corporation or limited liability company for any reason. Once you’ve filed the amendment with the appropriate state, your new company name will be legally recognized.
2. Stock Change Amendments. You may have incorporated your company with the intentions of issuing stock to raise additional capital and expanding your corporation. If you have issued all of your stock and need to increase the number of authorized shares, you can legally do so by filing a Stock Change Amendment.
3. Change in Directors or Members. It is not rare for the members or directors of businesses to change throughout time. When one of your members or directors listed on the Articles of Incorporation leave the organization or a new member or director needs to be added, you can formally note these changes by filing an amendment.

As with all corporate filings, regulations regarding amendment filings will vary from state to state. After you’ve filed your amendment, you’ll receive your Certificate of Amendment that legally recognizes the changes you’ve made. Keep in mind that filing an amendment does not change your Federal Tax ID (EIN) because your company is still technically the same legal entity. However, the Internal Revenue Service (IRS) does require that you notify them of any amendments you’ve made.

If you have any questions about amending your corporation or limited liability company, let us know! You can also find state regulations in our State Information Center.

We’d also like to announce that we’ve recently launched our Small Business Resource Center! Inside, you’ll find trusted partners and resources that will help you maintain and expand your business. We want to continue to help you, so please let us know of any services you’d like to be added. 

From August 27 to August 30, HubSpot hosted their annual Inbound Users Conference in Boston. For those of you unfamiliar with HubSpot, it’s an online marketing management platform that allows you to monitor paid search campaigns, schedule social media, review competitor activity, oversee sight traffic, create landing pages, and much more. We’ve been satisfied users of HubSpot since 2010 and we were extremely excited to make it to the conference this year.

Inbound 2012 consisted of 60 breakout sessions lead by the HubSpot staff, 5 keynote speakers, and a great performance by Cyndi Lauper. We found attending to be extremely beneficial and we’d like to share a few highlights from Rand Fishkin’s keynote presentation, “Choose Short Men & Tall Women.” 

Rand, CEO of SEOmoz, highlighted the concept that most marketers and small business owners have preconceived “required” notions when it comes to SEO. Below are 3 notable biases and his suggestions on how to look at things differently when marketing a small business online.

• You should only share information on 1 topic – the topic related to your industry. You should actually be focusing on your audience’s interests. While it's important to provide information relevant to your business, you also need to keep your audience interested. Avoiding narrow subjects will work best when looking for a greater response and interest in your content. Maintaining a broad focus and discussing multiple topics will earn signals that help your entire site.
• You should only choose high volume keywords. While high volume keywords can be favored in paid search campaigns, long tail and chunky middle keywords also perform amazingly when trying to increase your SEO. Rand noted that, according to Google, in 2011, 18% of all searches performed were new searches. This means that they were strings of searches that had never been used before. Try researching what people search for organically and testing those keywords.
• You should chase your competitor’s links.  If you’re only researching your competitor’s tactics and links, you may end up doing exactly what they’re doing. This could leave you ranking right under them in search, if not lower. It’s important for you to create your own unique content. Going after a broader theme will help you in the end.

Rand’s entire presentation of 12 biases was not only interesting, but insightful. When it comes to SEO, he is a great resource to follow.

We hope that you find these suggestions as helpful as we do.  HubSpot also manages their own blog that consistently has suggestions regarding SEO optimization and best marketing practices to help your company.

If you have any questions about our experience with HubSpot, let us know! We'd be happy to answer them.

As a small business owner or entrepreneur, you’re probably constantly aware of your capital. Do I need more? When do I need it? Why do I need it? Eventually, you  reach a point where you’re ready to take your company to a new level. At that point, you’ll need more capital. So where do you find it? One option may be a small business accelerator program.

Recently, small business accelerator programs have become popular in the investment realm. David Freschman, a founder of Early Stage East, can help you identify what an Accelerator does, the benefits of working with them, and how to decide if using an Accelerator is best for your business in his two part blog series. Part one (posted below) provides a great introduction to understanding Accelerator programs.

To Accelerate or Not to Accelerate? (Part 1)

By David Freschman                    

Article Source

This week, I attended “Demo Days” for two accelerator programs on the East Coast.  I’m excited to attend as I love learning about new companies, technologies and opportunities.  However, it dawned on me that every week there seems to be a “Demo Day” for a new accelerator and its graduates.  Whether “physical” or “virtual”, accelerators seem to be emerging everywhere.  So that made me think … is the growth of entrepreneurship driving these accelerators or the accelerators driving the growth in entrepreneurship?  Not being able to find definitive data, I believe that each is attributing to each other’s growth.

When you were forming your business, you probably heard the term “registered agent” tossed around. During that time, you probably also asked yourself, “Why do I need a Registered Agent?” Although Registered Agent service can go unexplained or overlooked, it is a very crucial component of maintaining your company. 

Let’s answer why you need a Registered Agent by breaking down their 3 most common requirements and responsibilities.

1. Location. Nearly every state requires that you maintain a Registered Agent that is physically located within the state of your corporation or LLCs state of creation or formation. For example, if your LLC was formed in Delaware, your Registered Agent cannot be located in Maryland. Your Registered Agent’s Registered Office must be in the state of your company’s formation.
2. Duties. Your Registered Agent is required to forward you all legal documents, state notifications, state fees, and state tax notices. Examples of these documents may be: Service of Process (lawsuits), Annual Report Notices, State Announcements, Annual Tax Notices, State Fee Late Notices, Company Status Notifications, and so on.
3. Availability. Because many of the above mentioned documents are extremely time sensitive, your Registered Agent must always be available during common business hours, Monday through Friday. For this reason, your Registered Agent must also be a physical person with an actual location – PO Boxes will not be accepted as Registered Agent’s Registered Office by any state.
4. Privacy. Your Registered Agent’s address is public record. This means that if you were to use your own address as the Registered Agent’s address, the public can access that information. Maintaining a separate Registered Agent other than yourself provides privacy and protection from unwanted parties finding your address.

Keep in mind that you can still incorporate your business in any state. American Incorporators offers a nationwide network of Registered Agents that are available to represent you in any state. A Registered Agent is there to make sure you receive all notifications in a timely manner. Essentially, your Registered Agent’s main purpose is to make maintaining your business a little easier for you.

These articles provide great highlights regarding Registered Agent service.

Being Your Own Registered Agent Can Be Risky

Maintaining Registered Agent Service & Other Compliance Tips

If you have any questions about Registered Agent service, feel free to post them below. Don’t forget to visit our Learning Center, where you can find more overviews of Registered Agent functions and requirements.

“Where do I incorporate?” is a question that our incorporation specialists answer on a daily basis – and it’s a very good question to ask.

The fastest answer is “it depends.” When you’re deciding to incorporate your business, there are many things for you to consider. We’ve compiled these 3 important questions for you to ask yourself when deciding what state is best for incorporating your business.

• Where will you be conducting business?

We recommend incorporating your business in the state where you will be handling the majority of your business transactions. For example, if you live in Connecticut and will be conducting your business primarily in Connecticut, we would suggest Connecticut as your state of incorporation. Keep in mind that this is not a requirement, but is highly recommended to avoid any possible complications.

• Where do you plan on opening your business bank account?

Some banks may require that your business be incorporated or qualified (defined here)  in that bank’s state. So, if you’ve incorporated your business in Texas, but you try to open the bank account in Oklahoma, your bank may deny your request to open a business bank account. This is not always the case. It is best to review this with your bank of choice prior to incorporation. Try asking them if they require you to be incorporated or formed in that state in order to open a bank account.

• Are you familiar with the desired state of incorporation’s annual compliance requirements?

Nearly every state requires corporation and LLCs to pay a variation of an annual fee in order to keep your company in good standing. The name of this fee varies by state, but may be referred to as “Annual Report,” “Franchise Tax,” or “Annual Registration.” The following components of the annual compliance may vary as follows:

Price. Some states have annual fees as low as $9, while others can reach upwards of $500.

Due Date. Certain states only require you to file once every 2 years, while others require a yearly filing. You’ll find that the actual due date can vary from a specific date or month, to simply the anniversary of the company’s incorporation.

Filing Options. Many states are offering online filing options, but some states still require reports to be sent in through mail.

Our State Specific Information section is a great resource to find thorough information regarding incorporation requirements and annual report information. If you do your research and ask the necessary questions, you’ll successfully incorporate your business in your state of choice. These inspirational articles are great examples of entrepreneurial success across the nation:

John Pepper’s Boston Burrito Empire

Chicago Cupcake Makeover Success

Don’t hesitate to ask any questions or share your incorporation success story!

Finances are a very important, large part of forming your business. After you've handled incorporating your company, it's likely that you're ready to get started. In some cases, you may realize that the money you've saved isn't going as far as you had hoped it would. If that's the situation, researching venture capitalists (VC) to invest in your business could be a great solution.

So where do you start? How do you find the perfect VC fit for your business? David Freschman, founder of Early Stage East, answers these questions and provides tips in an article below, excerpted from his resourceful blog, Old School VC.

Finding the Right VC … Choosing the One that brings “More than Money”

By David Freschman . Article Source   

Recently, I attended Mobile Monday in Philadelphia,  a terrific event,  and watched five emerging companies present their opportunities and had a chance to meet a new generation of innovators and entrepreneurs.  I was also there to present the  Early Stage East (ESE) Award to the company who won the ‘People’s Choice’ award for the best presentation and pitch.  The winner was an innovative mobile app start-up, SnipSnap, who now has a complimentary slot to pitch at the 15^th Anniversary Early Stage East Venture Conference on September 20th in Philly.

Last week, we did a brief overview of the characteristics of a Limited Liability Company. This week, we’ll outline some of the key characteristics of “Corporations” – another type of entity that may be best for your business.

A Corporation can be defined as an artificial entity created under and governed by the laws of the state of incorporation. Similar to an LLC, you must file the appropriate documents with the state in order to have your Corporation legally recognized.

If the following traits sound pertinent to your business, you may want to consider forming a Corporation as opposed to an LLC…

1. Corporations issue stock. Stock can be used to raise capital (operating funds) to run or expand your business.
2. Corporations are owned via shares of stock.
3. When maintaining a Corporation, you’re required to hold an annual meeting of shareholders and directors. During these meetings, you must keep written minutes, or notes.
4. The profits of the General Corporation (which are distributed to the shareholders of the corporation as a dividend) are taxed at the corporate rate. The dividend is subject to personal income taxes.

These characteristics describe the general functionality of a Corporation, but it is best to fully research and understand your options before deciding which entity type is best for your business. While Corporations are one of the more common business entity types, there are a few other types that you may want to consider.

Along with our Answer Desk, there are many great resources for you to utilize while researching your development options. Entrepreneur Magazine provides a great overview of business structures and is a consistent resource for industry updates.

After you’ve reviewed your options, you may be ready to form your corporation online. If you’d like to receive information on doing so, or if you’re ready to incorporate, visit our Quick Quote section to get started!

What resources have you found helpful when developing your business or corporation?