 InteGlo’s
Business Formation Expertise
InteGlo’s business formation expertise
includes:
- Creation of the Articles of Incorporation
- Creation of the Articles of Organization
- Amendments to the Organizing Documents
- Drafting of the Bylaws
- Drafting of the Operating Agreements
- Application for Employer Identification
Number
- S-Corporation Election Application
- 501(c)(3) Tax-Exempt Applications
- State Tax-Exempt Applications
The
Articles of Incorporation
The Articles of Incorporation is the first document that needs
to be filed with a government agency, for a business entity
to receive legal recognition as a corporation. This document
typically provides information regarding the corporation's
name, business purpose, names of the incorporators and initial
board of directors, the number of shares the corporation is
authorized to issue, address of the registered office, etc.
The Articles of Incorporation is required to be filed by both
for-profit corporations as well as not-for-profit corporations.
The
Articles of Organization
The Articles of Organization is the document that needs to
be filed with the appropriate government agency, for a business
entity to be legally recognized as a Limited Liability Company.
As in the case of the Articles, the specific information contained
in the Articles of Organization vary from state to state.
Most states require this document to contain the organization’s
name, mailing address, names of the organizers and registered
agent, etc.
Amendments
During the life of a corporation or an LLC, the Articles of
Incorporation or the Articles of Organization may require
to be amended. All such amendments need to be filed in a prescribed
format with the appropriate government agency, typically the
Secretary of State.
Bylaws
Bylaws are the internal rules and regulations by which an
organization is governed. Although, the Bylaws of every organization
is unique, typically, the document would cover various operational
procedures of the organization such as memberships, elections
of directors, conduct of meetings, establishment of committees,
etc. The Bylaws need to be adopted by the organization’s
Board of Directors.
Operating
Agreements
An Operating Agreement is the internal rules and regulations
by which a Limited Liability Company (LLC) is governed. The
Operating Agreement is similar to the Bylaws of a corporation.
In general, an Operating Agreement is an agreement among the
LLC's members about the business of the LLC, the rights and
duties of the members, management structure and operation,
etc.
Application
for Employer Identification Number
An Employer Identification Number (EIN) is a unique number
used to identify business entities. This is similar to a Social
Security Number used to identify individuals. The EIN is assigned
by the Internal Revenue Service (IRS) to US business entities.
EINs are used by employers, sole proprietors, corporations,
partnerships, non-profit organizations, trusts and estates,
government agencies, certain individuals, and other business
entities. In order to receive an EIN, one must submit a completed
Form SS-4 application to the IRS.
S-Corporation
Election
All corporations that have filed their Articles of Incorporation
with the state can elect to be an S-Corporation by filing
Form 2553 with the IRS and any required filings with the state
tax authorities. An S-Corporation is different from a regular
corporation, as it is not a separate taxable entity under
the Internal Revenue Code. The income of an S-Corporation
is taxed to the shareholders rather than to the corporation
itself.
501(c)(3)
Tax-Exempt Application
All organizations seeking to be recognized as a Tax-Exempt
organization as per section 501(c)(3) of the Internal Revenue
Code are required to complete Form 1023 application to the
IRS. Examples of Tax-Exempt organizations include churches,
schools, hospitals, and in general, charities that work for
the benefit of the public.
Professionals involved in
the formation of US business entities agree that this probably
is one of the most complex forms that need to be submitted
to a government agency.
State
Tax-Exempt Applications
Some states require separate applications to be filed with
the state tax authorities so that the non-profit can be exempt
from state taxes. Among others California, Florida, and New
York require non-profits to file such an application.
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