Forming a Corporation

The life of a corporation begins upon the filing of articles of incorporation with the secretary of state's office. Prior to filing the articles of incorporation, the following issues should be considered.

1. Where should I form the corporation?
You can incorporate in any of the 50 states.

Many people choose to incorporate in their home state. Doing so may save you money because corporations are required to register as a "foreign corporation" in each state where they do business outside of their state of incorporation, and there is often no need to pay another person to serve as the registered agent. For example, a Delaware corporation that has its main business office in Texas must register as a "foreign corporation" with the Texas Secretary of State and must have a registered agent in Delaware.

However, if your home state has a high corporate income tax or high state fee, and your corporation will not "do business" in the home state, it may be wise to incorporate elsewhere. "Doing business" means more than just selling products or making passive investments in that state. It usually requires occupying an office or otherwise having an active business presence.

Delaware is a popular choice because of its history, experience, recognition and pro-business climate. In fact, over half of the companies listed on the New York Stock Exchange are incorporated in Delaware. Recently, Nevada has also gained popularity due to its pro-business environment and lack of a formal information-sharing agreement with the IRS. Nevada does not have corporate income taxes (and Delaware does not tax out-of-state income), and business filings in these states can usually be performed more quickly than in other states.

2. Choosing a name
In general, the name of a corporation must end with "incorporated," "corporation," or an abbreviation of one of these. A name will not be accepted if it is likely to mislead the public or if it too closely resembles the name of another corporation formed in that state. Many states also restrict the use of certain terms in a corporation's name (like Bank, Police, or Insurance).

You can choose up to three names, in order of preference. We will conduct a name check before filing to see which names are available. Please note that for government purposes the names "ABC Inc." and "A.B.C. Corp." are identical. Therefore, you should disregard spaces, periods and the corporate ending when coming up with your three different name choices.

If the name of your corporation will be used in connection with goods or services, you may wish to consider obtaining federal trademark protection for the name. This ensures that no one else in the U.S. may use that name in connection with the same general type of goods or services (except in areas where someone else is already using that name).

3. The Board of Directors
A corporation is managed by its board of directors, which must approve major business decisions. A director can be, but is not required to be, either a shareholder or an officer. Like representatives in Congress, directors are elected by the shareholders and typically serve for a limited term. Each corporation must have at least one director.

Examples of procedures which must be approved by the board of directors include:
• Declaring a dividend
• Electing officers and setting the terms of their employment
• Amending bylaws or the articles of incorporation
• Any corporate merger, reorganization or other significant corporate transaction

Directors of a corporation owe duties of loyalty and care to the corporation. Generally, means that directors must act in good faith, with reasonable care, and in the best interest of the corporation. If a director stands to personally gain from a transaction with the corporation, he or she must disclose this fact and refrain from voting on the matter, if possible.

4. Officers
Officers are appointed by the board of directors to run the day-to-day operations of the corporation.
A corporation must have at least three officers:
(1) a president, (2) a treasurer or chief financial officer and (3) a secretary.
Officers do not have to be stockholders or directors, but they can be. There is no limit on the maximum number of officers, and no limit on the number of offices that a person may hold. In fact, the same person may hold all offices.

5.Registered Agent
Each corporation must have a registered agent, the person designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit. The registered agent must be either (1) an adult living in the state of formation with a street address (P.O. boxes are not acceptable) or (2) a corporation with a business office in the state of formation which provides registered agent services.

As previously mentioned, one of the advantages of forming a corporation in your home state is that any officer or director can act as the registered agent. However, there are some advantages to having another person or company act as your registered agent. First, this adds an extra layer of privacy, since the name and address of the registered agent is publicly available. Second, this ensures that if your corporation is named in a lawsuit, no one will surprise you at home on a Sunday night with court papers.
A corporation is managed by a board of directors, which is responsible for making major business decisions and overseeing the general affairs of the corporation. Like representatives in Congress, directors are elected by the stockholders of the corporation. Officers, who run the day-to-day operations of the corporation, are appointed by the directors.

One major disadvantage of a traditional corporation is double taxation. A traditional corporation, known as a "C-corporation," pays a corporate tax on its corporate income (the first tax). Then, when the C-corporation distributes profits to its stockholders, the stockholders pay income tax on those dividends (the second tax). One way to avoid double taxation is to make a special election to be taxed as a pass-through entity, like a partnership or a sole proprietorship. That way, there is only one level of taxation. The corporate profits "pass through" to the owners, who pay taxes on the profits at their individual tax rates. Corporations that make this tax election are known as "S-corporations.

Call us with your questions at 700-705-4026.

Regards,
Althea Marrow
Xpress Biz Solutions
www.xpressbizsolutions.com
Your Business Consulting Team

Consideration Tip for Spammer and Email Abusers

Email Abuse is a dominant and vicious issue in today’s world.Be considerate of your fellow B2B, B2C privacy and do NOT send unsolicited emails.

Here are tips to STOP unwanted emails.

You can stop unwanted email spam, you can choose to reduce spam email or you can do nothing and continue to be annoyed. Those are your only choices because spam email is not likely to go away.

Every single one of us would love to stop unwanted emails but only a very small percentage of people do anything except complain about spam.

You might remember a couple of years ago they passed a new federal spam law that was supposed to eliminate spam email. So why is spam still around and why is it so difficult to get rid of it?

Email spammers buy lists of email addresses from list brokers, who compile their lists by harvesting email addresses from the Internet. Then they send millions of unwanted email messages to these email addresses with one click of a mouse. Email spammers make huge amounts of money from these lists and that’s why they do it. These email spammers are breaking the federal spam law, The CAN-SPAM Act of 2003, in every way possible.

This federal spam law, which became effective January 1, 2004, is next to impossible to enforce. Email spammers make so much money they can afford to outsmart The Federal Trade Commission with sophisticated technology.

Now that you know the origin of spam email and why email spammers are sending this junk you realize that spam is not likely to ever go away. But that doesn’t mean you can’t do anything about it. Here are a couple of ways to significantly reduce spam that won’t cost you a cent.

Don’t display your email address in newsgroup postings, chat rooms or in an online service’s membership directory. Sometimes email spammers use these sources to harvest email addresses.

Another thing you can do is create two email addresses with one for personal messages and the other for public use, such as in newsgroups or chat rooms.

You can also create an account at a disposable or free email address service. You can then have those emails forwarded to your permanent email address. If the disposable address starts to receive spam, you can turn if off without affecting the permanent address.

You should also create a unique email address because email spammers often use dictionary attacks to sort through possible name combinations at some Internet Service Providers. A common name, like johndoe or thesmiths may get more spam than a unique name like fx721OMe9.

Check your email account to see if it provides a tool to filter out potential spam or a way to channel spam into a bulk email folder. When you’re choosing an Internet Service Provider consider what email options they offer.

If you want to end your headaches, you can stop unwanted email spam altogether. All it takes is installing an Internet spam filter. Most are reasonably priced between $25 and $40 depending on where you get it. Once you install an Internet spam filter you’ll wonder why it took you so long because it takes all of the frustration away from your email.

A good Internet spam filter will completely eliminate spam email and that lets you take back control of your Internet message Inbox. You’ll have to find something else to get annoyed about because a good Internet spam filter will block 100% of unwanted spam.

Internet spam filters stop unwanted email forever, and after all, isn’t that the idea?
Copyright © 2005 Spyware Information.com All Rights Reserved

Will Your Business Thrive or Strive - 10 Rules To Make Sure Your Business Grows and Prosper

Every day, new business ventures are created. Some of these businesses will succeed, but many will fall by the wayside. Will your business thrive, or will it join thousands of others that have faltered along the way? Some ventures may be on a shaky ground at the start, but with perseverance and careful planning will prevail in the end. Be sure to seek help where help is needed.

Here are ten rules to make sure your business grows and prospers

1. Find a Niche. For small businesses, it is best to find a niche. A small company with limited resources can efficiently serve niche markets. Concentrate your efforts on a fairly narrow market offering. This entails sticking to what you do best, and becoming an expert in that field. Realize that it is not possible to be good at everything. By concentrating on a fairly narrow market niche, you may be able to avoid head-on collision with bigger competitors. If you are a hardware store selling everything from paints to lumber, the entry of giant retailers like Home Depot in your area can spell the end for your business. However, you can try to limit your offering, for example, to construction of porches and decks and be the best retailer for this segment.

2. Be small, yet think big. The most common question of small business start-ups is “How can I compete with my big competitors?“ Small businesses have inherent advantages over big businesses, including flexibility, ability to respond quickly, able to provide a more personalized service. Make sure that your business takes maximum advantage of those areas that represent the strengths of small companies.

3. Differentiate your products. Present the benefits of your products and services to your customers, highlighting the unique solutions it offers to their problems. Avoid being a copycat; rarely do imitators succeed in the market. Study, but do not copy your competitors, and package your products distinctly.

4. First impression counts. Strive for accuracy and quality the first time around. You often do not have a second chance to make a good first impression. This entails a well-laid out store, courteous staff, and personable voice over the phone, etc. However, if you are a one-person business working in a home office, remember that you are the center of your business and marketing efforts. Everyone you come in touch with is potentially a client or a referral to another client because they are either impressed with you as a person, impressed with your skill at providing a certain service or product. Make sure that you are always presentable, professional in your ways and knowledgeable about your business.

5. Good reputation. Your business hinges on its reputation. It is imperative that you build a good reputation for the quality of your products and support services. Remember that two things guarantee success: high quality goods and superior service. Always aim for quality. If you are a tax consultant, strive to prepare a totally accurate, perfectly done tax returns for your clients.

6. Constant improvement. Entrepreneurs know that they should not be rigid in their ways of thinking in their quest to improve their best products and services. You risk being left behind by the fast-paced competition if you cling to the “this is how we’ve always done it” kind of thinking. The business environment today demands that you need to come up with new solutions ­ fast!

7. Listen to your customers. Be market driven: listen and react to your customer’s needs. Customers need to feel that they are important to you because they are! When you focus on your customers and gain their trust, they will not only recommend you but they will also remain loyal to you. Remember, personal recommendation and word-of-mouth are the least costly yet most effective marketing strategy for your business.

8. Plan for success. An entrepreneur should understand the power of planning. A good plan helps you increase your chances of succeeding and can help you define your business concepts, estimate costs, predict sales and control your risks. It tells you where you are going and how to get there. Going into business without a plan is like driving into a foreign land without a road map.

9. Be innovative. Innovate your offerings constantly, keeping pace with technological changes. Use change as a springboard to improve your products, procedures or reputation. Innovation should also cover your operations from pricing, promotion, customer service, distribution, etc. Keep your eyes for new ways of doing things, and apply those that can improve the quality of your products and efficiency of your operations.

10. Work smart. As an entrepreneur, you need to possess self-confidence, plus a never-ending sense of urgency to develop your ideas. Studies have shown that the individuals who succeed in entrepreneurship are far-sighted and can accept things as they are and deal with them accordingly. They know how to manage their time, realizing the importance of leisure in as much as work. These people are oftentimes quick to change directions when they see their plans are not working. More importantly, they recognize their weak points and move on to nurture alliances and acquire the skills they need to put their business on the right track. They realize the importance of working smart, knowing that it is not the quantity of work you do, but what you do and how well you do it.

Althea Marrow - Xpress Biz Solutions -

"Growing Your Business - Because We Care"

At XBS, we can help you strategically plan for your business growth. We work with our valued clients to ensure they are appropriately branded and competitively positioned in the industry.

M: 800-705-4026 301-265-1644