Corporations have existed since before the U.S.A. This longevity and the resulting stability provide great appeal. The separation of economic and voting rights provides further flexibility for those needing it. These benefits are accompanied by increased complexity however. From meetings to additional filings, a corporation comes with its own set of rules.
An S-Corporation is a special tax election with the IRS. It allows the Corporation's profits to flow directly onto the owner's tax returns rather than the Corporation having the file its own return. This avoids the dreaded double taxation and simplifies filings at the year end. It's important to note an LLC can be taxed as an S-Corp.
By default, all Corporations are filed as C-Corps with the Secretary of State. To opt for the S-Corp tax election, then form 2553 must be filed with the IRS. The form is retroactive 75 days from when it's filed. For that reason, it's important to make the election as soon as possible after receiving your Articles of Incorporation. Here's our page to learn more about S Corporations in Colorado.
Allow us to handle the incorporation process and file your yearly reports. We will file all necessary paperwork the state and act as your registered agent. In future years, we will file your periodic report and will keep you compliant.
Your articles are the first thing to be filed with the Secretary. It brings your company into existence, provides the scope of business activities and defines the relationship between share holders. For example, a professional corporation must contain a clause limiting ownership to individuals holding the required license. The articles also list company name, principal and mailing address, registered agent, and incorporator. This information all goes into the Colorado Secretary of State's database. When you use our service to incorporate, though, we enter our information rather than yours. This protects your identity and keeps your assets from being easily found.
Bylaws are the rules made by the Board of Directors. They govern the corporation, list the officers, detail shareholder meetings, record keeping procedures, stock classes, the responsibilities of owners and managers, etc. As the articles bring the company into existence, so do the bylaws govern that existence.
The first meeting held by the company ratifies the incorporation processs, electors directors and handles other notable matters.
One of the board's duties is to vote on and enact resolutions. These are essentially actions the board resolves to undertake. For example, our corporate package includes a resolution to open a bank account. As it sounds, it's a resolution which states the company has resolved to open a bank account.
Our package is meant to provide everything you need to incorporate and open a bank account. If you require complex bylaws and articles then you should consult a corporate attorney. Seemingly simple clauses must be consistent with the whole document, along with State and Federal laws. We advise using our documents as templates to save time and money when approaching an attorney.
Colorado Corporations are required to maintain extensive records. You may store the records digitally using our system. This ensures they are always accessible and you stay in compliance. The list includes, but is not limited to:
An S corp is a pass through tax election with the IRS. This means corporate income flows directly onto the owners tax returns. Profits are not taxed twice. There is a limit of 75 shareholders and each owner must be a U.S. resident. Outside of taxes the corporation remains identical.
The corporate veil is the legal concept that a corporation is its own person under the eyes of the law. A corporation may do many of the same things a person can, including entering into contracts and guaranteeing debts. This separation limits the liability owners face to their initial contribution in. Business creditors cannot seize the personal assets of owners. This separation means some companies would do well to form multiple corporations. In this way risky assets and valuable contracts can be separated from each other.
Colorado's Secretary of State only requires you to file a periodic (annual) report and maintain a registered agent. The annual report is simple to file, or you may have us do it to keep your name and signature out of public records.
Only sometimes will forming a corporation be a better choice. Their ability to issue preferred shares, which may have enhanced voting or economic rights, is one advantage. Rarely will small businesses find the increased cost and complexity worthwhile though. Many mistakenly choose a corporation solely for the sub-chapter s taxation election. In fact, limited liability companies may also be taxed as an s-corp in addition to a partnership, disregarded entity or c-corporation.
If you are small enough to consider being a sole-prop, then forming a Colorado limited liability company is probably for you. They offer many of the same benefits a corporation does, but are easier to start and maintain. They also provide more flexible taxation among other benefits. Learn more about incorporating in Colorado here and our registered agent service.
We don't complicate things. Everything is handled properly, the first time, so you don't have to worry. After incorporation, we only bug you when your periodic report comes due. Plus, we offer virtual offices for those needing more.