Table of Contents
Introduction
1. Choosing the Right Legal Structure for Your Business
The Different Ways of Doing Business
Comparing Business Entities at a Glance
2. How California Corporations Work
Types of California Corporations
Corporate Powers
Corporate People
How Many People May Organize the Corporation?
Capitalization
Selling Stock
Paying Dividends
Dissolving a Corporation
Piercing the Corporate Veil
3. Issuing and Selling Stock
Securities Laws and Exemptions
The Limited Offering Exemption
Federal Securities Act
4. Corporate Taxation
California Taxes
Federal Taxes
S Corporation Tax Status
Corporate Accounting Periods and Tax Years
Tax Concerns When Stock Is Sold
Tax Treatment When an Existing Business Is Incorporated
Tax Treatment of Employee Compensation and Benefits
5. Steps to Form Your Corporation
Step 1. Choose a Corporate Name
Step 2. Prepare Your Articles of Incorporation
Step 3. Set Up a Corporate Records Book (Or Order a Corporate Kit)
Step 4. Prepare Your Bylaws
Step 5. Prepare Minutes of the First Meeting of the Board of Directors
Step 6. Prepare Shareholder Representation Letters
Step 7. Prepare and File Notice of Stock Transaction Form
Step 8. Issue Shares of Stock
6. After You Incorporate
Postincorporation Paperwork and Tasks
Tax Forms -- Federal
Tax Forms -- State
Licenses and Permits
Workers' Compensation Insurance
Private Insurance Coverage
7. Lawyers and Accountants
Lawyers
Accountants and Tax Advisors
Appendix A: How to Use the CD-ROM
Installing the Form Files Onto Your Computer
Using the Word Processing Files to Create Documents
Using California Secretary of State Forms
Files Included on the Forms CD
Appendix B: Contact Information and Incorporation Forms
List of Forms
Name Availability Inquiry Letter
Name Reservation-Order Form
Articles of Incorporation
Cover Letter for Filing Articles
Bylaws
Waiver of Notice and Consent to Holding of First Meeting of Board of Directors
Minutes of First Meeting of the Board of Directors
Shareholder Representation Letter
Notice of Transaction Pursuant to Corporations Code Section 25102(f)
Bill of Sale for Assets of a Business
Receipt for Cash Payment
Form for Cancellation of Indebtedness
Bill of Sale for Items of Property
Receipt for Services Rendered
Share Register and Transfer Ledger
Stock Certificates
Index
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