A corporate filing provides vital information about a corporation, such as the company name, address, representative details, and business purpose. Filing articles of incorporation is mandatory regardless of the state the corporation is incorporated in to form a legitimate corporation that can legally conduct business.
Financial Requirements for Public Corporations
Only publicly traded companies on the NYSE need to file forms with the Securities and Exchange Commission (SEC) that state a company’s financial condition.
Annual Reporting and Taxation
A corporation must file an annual report and pay a fee or tax to the state it’s incorporated in. The report requires details such as the headquarters, stock details, director information, and registered agent address. Methods of filing and payment can vary by state, with some allowing online processing and others requiring paper forms.
Corporations may also face double taxation, where tax is paid at both the corporate level and then again by shareholders on dividends or capital gains. S Corporations can avoid this double taxation but have limitations regarding the number of shareholders.
Essential legal documents, including contracts and licenses, require professional guidance when drafted to prevent complications.
Registration and SEC Filings
Registration involves filing documents detailing a public offering, while a certificate of incorporation legally registers a company’s formation. Late filing penalties are issued based on the tardiness of account submissions to regulatory agencies, and authentication codes are used to electronically sign submissions. Rejected filings must be amended and resubmitted, as filing preserves documents related to transactions. The objectives of filing are to ensure the availability of records for planning.
To see recent SEC filings, you can search "latest filings" along with the form type. Companies typically have four days to file significant event reports, and all companies must electronically file forms with the SEC, which are publicly available on EDGAR for free.
Filing for Corporations
When filing as a corporation, a company profile is established to inform potential buyers about the business’s strengths, products, and track record. Business forms can be filed online through platforms such as eForms. The company registration document, or certificate of incorporation, records information and systematically preserves it.
To officially create a corporation, articles of incorporation must be filed. For example, in Tennessee, the Domestic For-Profit Corporation Charter can formally establish a corporation.
Incorporating provides liability protection to shareholders but often comes with the burden of double taxation at both the corporate and shareholder levels, which can be avoided by making an S-Corporation election. The process of creating a corporation is complex and involves several steps, such as choosing a name, registering it, and appointing directors.
C corporations and S corporations have different IRS tax return requirements, using Form 1120 and Form 1120-S, respectively. Incorporating carries various costs, generally ranging from $50-$200 plus state fees. To seek S-corp status, one should incorporate first and then apply with the IRS.
Companies decide to file as a corporation for many reasons, including the ability to legally conduct business, limit owner liability, open bank accounts, and raise capital. The main disadvantages are double taxation and complex tax filings, but the advantages like liability protection often offset these downsides. Forming a corporation correctly also provides a shield for personal assets against company debts.