Incorporation (Inc.) is the forming of a new (a corporation being a legal entity that is effectively recognised as a person under the law). The corporation may be a , a non-profit , sports club, or a government of a new or . This article focuses on the process of ; see also corporation.

Contents

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* 1 In the United States

o 1.1 Legal benefits

o 1.2 Steps required for incorporation

o 1.3 Taxation

o 1.4 Reporting after incorporation

* 2 In the

o 2.1 Types of

* 3 International perspective

* 4 See also

* 5 References

* 6 External links

[edit] In the United States

[edit] Legal benefits

* Protection of personal assets. One of the most important legal benefits is the safeguarding of personal assets against the claims of and lawsuits. Sole proprietors and general partners in a are personally and jointly responsible for all the liabilities of a business such as loans, accounts payable, and legal judgments. In a corporation, however, stockholders, directors and officers typically are not liable for the 's and obligations. They are limited in liability to the amount they have invested in the corporation. For example, if a shareholder purchased $100 in , no more than $100 can be lost. and companies (LLCs) may hold assets such as real estate, cars or boats. If a shareholder of a corporation is personally involved in a lawsuit or , these assets may be protected. A of a shareholder of a corporation or LLC cannot seize the assets of the company. However, the creditor can seize ownership shares in the corporation, as they are considered a personal asset. * Transferable ownership. Ownership in a corporation or LLC is easily transferable to others, either in whole or in part. Some state laws are particularly corporate-friendly. For example, the transfer of ownership in a corporation incorporated in is not required to be filed or recorded.

* Retirement funds. Retirement funds and qualified retirements plans, such as a 401(k), may be established more easily.

* Taxation. In the United States, corporations are taxed at a lower rate than individuals are. Also, they can own shares in other corporations and receive corporate 80% tax-free. There are no limits on the amount of losses a corporation may carry forward to subsequent tax years. A , on the other hand, cannot claim a capital loss greater than $3,000 unless the owner has offsetting capital gains.

* Raising funds through sale of stock. A corporation can easily raise capital from investors through the sale of stock.

* Durability. A corporation is capable of continuing indefinitely. Its existence is not affected by the death of shareholders, directors, or officers of the corporation.

* Credit rating. Regardless of an owner's personal credit scores, a corporation can acquire its own credit rating, and build a separate credit history by applying for and using corporate credit.

[edit] Steps required for incorporation

* The articles of incorporation (also called a , certificate of incorporation or letters patent) are filed with the appropriate state office, listing the purpose of the corporation, its principal place of business and the number and type of shares of stock.[1] A registration fee is due, which is usually between $25 and $1,000, depending on the state.

* A corporate name is generally made up of three parts: "distinctive element", "descriptive element", and a legal ending. All corporations must have a distinctive element, and in most filing jurisdictions, a legal ending to their names. Some corporations choose not to have a descriptive element. In the name "Tiger Computers, Inc.", the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and the "Inc." is the legal ending. The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership. Incorporated, limited, and corporation, or their respective abbreviations (Inc., Ltd., Corp.) are the possible legal endings in the U.S.

* Usually, there are also corporate bylaws which must be filed with the state. Bylaws outline a number of important administrative details such as when annual shareholder meetings will be held, who can vote and the manner in which shareholders will be notified if there is need for an additional "special" meeting.

[edit] Taxation

Main article: in the United States

Corporations can only deduct net operating losses going back two years and forward 20 years.

[edit] Reporting after incorporation

Assuming a corporation has not sold stock to the public, conducting corporate business is remarkably straightforward. Often, it amounts to little more than recording key corporate decisions (for example, borrowing money or buying real estate) and holding an annual meeting. However, even these formalities can often be done by written agreement and do not usually need a face-to- face meeting.

[edit] In the United Kingdom

Main article:

In the U.K., the process of incorporation is generally called company formation. The United Kingdom is one of the quickest locations to incorporate, with a fully electronic process and a very fast turn around by the national registrar of companies, the . The current Companies House record is five minutes to vet and issue a certificate of incorporation for an electronic application.[citation needed]

[edit] Types of companies

There are many different types of UK companies:

* Community interest company

* Company limited by guarantee

* Industrial and provident society (IPS)

* Limited liability partnership (LLP)

* (LP)

* Private company limited by shares (Ltd, limited)

* Public (PLC)

* (RC) * (SE): pan- company structure

*

[edit] International perspective

See also: Types of business entity

The legal concept of incorporation is recognized all over the world.

* In the United States, most (but not all) corporations are identified by the term "incorporated" added after the business name, such as "Texas Instruments, Incorporated", or by putting the word "corporation" in the name of the company, as in "Netscape Communications Corporation".

* In , and , the GmbH ("Gesellschaft mit beschränkter Haftung", meaning "limited liability business association"), as well as the AG ("", meaning "business association with shares"), are the entities most similar to the corporations in the U.S.

* In the United Kingdom, with the exception of an unlimited company or corporation which requires no designation as part of its legal company name, the titles Ltd. (limited company) or plc () are used for corporations.

* In , Switzerland, and , the term "SARL" (société à responsibilité limitée, company with limited liability) or SA (société anonyme, anonymous partnership) is used.

* , , , and use the title SA (anonymous partnership) for stock corporations or Ltda (limitada or limited liability) for limited companies. (Ltda is denoted SL in Spain, for "Sociedad Limitada", and SRL in Argentina, for ("Sociedad de Responsabilidad Limitada").

* and uses the title A/S for stock corporations (Danish: , Norwegian: ), while uses the similar AB (Swedish: ). uses Oy (Finnish:Osakeyhtiö), Oyj for stock corporations (Osakeyhtiö, julkinen) and Ay (Avoin yhtiö) or Ky (Kommandiittiyhtiö) for private enterprises.

* In , the term Pvt. Ltd. is used for a company that is private, an entity similar to LLC in U.S. Ltd. is used for public unlisted company or a public corporation, a similar entity to a corporation in the U.S.

* uses "Srl" or "Società a Responsabilità Limitata" (limited liability company), and "SpA" or "Società Per Azioni" (stock corporation).

* In the , NV and BV are used.

* uses Sdn. Bhd. (Malay: Sendirian Berhad), meaning "private limited", which is the equivalent of an incorporated entity in the U.S. * uses P.T. (Indonesian: Perseroan Terbatas), meaning "private limited", which is the equivalent of an incorporated entity in the U.S. This legal title is stated in front of the corporation name. If the shares become publicly listed for trading in , it's called Tbk. (Indonesian: Terbuka), appended after the corporation name.

* uses s.r.o. ("spoločnosť s ručením obmedzeným" meaning "business with limited liability") and a.s. ("akciová spoločnosť" meaning "business with shares").

* In , the most commonly used title of a corporation is "S.I.A." (Latvian: Sabiedrība ar Ierobežotu Atbildību) for "limited liability company", or "LLC", and "A/S" (Latvian: Akciju Sabiedrība) for "joint stock company", or "JSC". The title "S.I.A." and "A/S" are put before the name of the corporation.

* uses "Sh.p.k" (Albanian: Shoqëri me Përgjegjësi të Kufizuar) for "limited liability company", "Sh.a." (Albanian: Shoqëri Anonime), meaning "anonymous partnership", for stock corporations. Pursuant to the Albanian legislation, the possible business structures are:

Sole proprietorship (person fizik) - A business owned and managed by one individual who is personally liable for all business debts and obligations.

Limited liability company (LLC) - A hybrid legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.

Corporation - A legal entity owned by shareholders.

Non-profit - An organization engaged in activities of public or private interest where making a profit is not a primary mission. Some non-profits are exempt from federal taxes.

* uses Pte. Ltd., meaning "private limited", which is the equivalent of an incorporated entity in the U.S.[2]

* In , the process of incorporation can be done either at the federal or provincial level. Companies which incorporate with the federal government will generally need to register extra- provincially in the province that they elect to do business. Similarly, a provincial corporation may need to register extra-provincially if they are to have offices outside of their home province. Incorporations are effected quite quickly, depending upon the of registration, as several provinces and the federal government have started to allow for electronic filing. Incorporated Canadian companies can generally use either Limited, Incorporated or Corporation in their name, however this may vary province to province.

* Dubai uses "LLC" to denote a limited liability company. Listed companies use "PJSC" to denote public joint stock company.

* In Ltd. Şti. (which stands for Limited Şirketi) is a common form to denote limited liability companies.

[edit] See also