What Is a Corporation and How to Create One
Definition of a Corporation
A corporation is an independent legal body that exists independently of its owners. Corporations have many of the same legal rights and obligations as people. They can sign contracts, loan and borrow money, sue and be sued, hire people, possess assets, and pay taxes.
Read More: CORPORATION FORMATION AND TAX SERVICES
Limited liability is one of a corporation’s distinctive features. Dividends and stock appreciation benefit its shareholders, but they are not held personally responsible for the company’s obligations.
The majority of sizable companies, such as Microsoft Corporation and the Coca-Cola Company, are corporations.
Incorporation
When a group of shareholders unites for a common purpose and shares ownership through the holding of stock shares, a corporation is formed.
Businesses have the option to pay their shareholders a profit. Certain firms are not-for-profit or nonprofit, like fraternal groups and charities.
A closed or private company may have one or several shareholders. Shareholders in publicly listed companies are many.
State laws establish and govern corporations in the United States. Federal law governs public businesses, which are overseen by the Securities and Exchange Commission (SEC).1
Both corporations and limited liability companies (LLCs) offer their owners the same legal protections in that they are not personally accountable for the obligations of either organization.2
Legal Conditions
Every state has its unique incorporation laws. The owners must first file articles of incorporation with the state in the majority of states before issuing stock to the shareholders.3. At an annual meeting, the shareholders choose the board of directors.
The process of converting a private company into a public one is complicated since federal rules demand that financial data be fully and publicly disclosed to the government and prospective shareholders.
Managing a Corporation
A corporation’s shareholders may elect a board of directors during an annual meeting, when they normally have one vote per share.4 The board selects and manages the senior management team in charge of running the company on a daily basis.
The business strategy of the corporation is carried out by the board of directors. Members have a duty of care to the corporation and may be held personally liable if they fail to uphold this responsibility, even if they are not personally liable for the business’s debts. A few tax regulations furthermore include the directors’ personal liabilities.5
Closing Down a Company
Liquidation is a process that can be used to terminate an incorporation. The decision to stop operations might be voluntary or it could be compelled by the company’s financial collapse. A business names a liquidator to sell the company’s assets. After paying its debts to creditors, the business gives its shareholders any money that’s left over.
When a company doesn’t pay its debts, its creditors might force an involuntary liquidation. In the event that a resolution is not reached, bankruptcy is filed.Six
What Distinguishes a Company from a Business?
Corporations are often companies, and vice versa.
In order to become a distinct legal entity from its owners, a firm may try to incorporate. This implies that the owners are exempt from liability for the company’s obligations. It also implies that the company is able to borrow money, possess assets, and file or defend legal actions.2
How Do Companies Get Founded?
The articles of incorporation must be filed with the state in which the company will be registered in order to establish one in the United States. Every state has a different set of details.7.
Corporations may use the abbreviation Ltd. (limited) following their name in the United Kingdom, Ireland, and Canada. They might also show up as PLCs, or public limited corporations.8
What Distinguishes a Corporation from a Limited Liability Company?
Similar legal benefits are provided to the owners of corporations and limited liability companies (LLCs): they are shielded from accountability for the obligations of either organization.
A “pass-through” entity is an LLC. That is, rather than being paid by the LLC, the owners get the company’s revenues as well as the tax liability associated with those gains.9.
The procedure of creating an LLC is not too complicated. In contrast, a company needs to enact bylaws, have annual meetings, and choose a board of directors.
The Final Word
A corporation can be a for-profit or not-for-profit organization that is founded by a person or group of people who have similar goals. Many legal rights and obligations are shared by corporations and people. A corporation’s limited liability protects its stockholders from being held personally liable for the obligations of the business.