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Essential Guide to Small Business Incorporation: Steps and Benefits

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Incorporating a business is a big step, especially for small business owners. It involves turning your sole proprietorship or partnership into a company formally recognized by the state. This move can offer significant benefits, including liability protection, tax advantages, and a more professional image. This guide will explain what incorporation involves, why you might consider it, and how to go through the process, all in straightforward language.

What is Incorporation?

Incorporation is legally declaring a business as a separate entity from its owners. This means that the business can own property, incur debts, sue or be sued, and conduct business under its own name. There are different types of corporations, but the most common for small businesses are C Corporations (C Corps) and S Corporations (S Corps).

Types of Corporations:

Why Incorporate Your Business?

Incorporating a business has several benefits:
  1. Liability Protection: The most significant benefit is liability protection. If your business is incorporated, your personal assets (like your home and car) are protected from your business’s debts and liabilities.
  2. Tax Advantages: Potential tax savings exist, especially with an S Corporation, because income is only taxed once at the shareholder level.
  3. Increased Credibility: Having “Inc.” or “Corp.” in your business name can boost your credibility with customers, suppliers, and potential investors.
  4. Easier to Raise Money: It’s generally easier for corporations to raise money since they can issue stock or other securities.
  5. Perpetual Existence: Corporations continue to exist even if ownership or management changes.

Pros and Cons of Incorporation

Pros:

  1. Liability Protection: Protects your personal assets from business liabilities.
  2. Tax Flexibility: Offers potential tax savings and advantageous tax treatment.
  3. Enhanced Credibility: Boosts your business’s professional image with customers and investors.
  4. Capital Raising: Facilitates easier access to capital through the sale of stock.
  5. Perpetual Existence: Ensures the business can continue operating beyond the lifespan of its founders.

Cons:

  1. Cost: Incorporating a business involves fees and ongoing costs like annual reports and franchise taxes.
  2. Complexity: Requires more paperwork and adherence to more regulations than a sole proprietorship or partnership.
  3. Double Taxation: C Corps are subject to double taxation on profits and dividends (though this can be avoided with S Corp status).
  4. Rigid Structure: Corporations require a structured management and operational process, which might be better for small businesses.

Costs of Incorporation

The cost of incorporating a business varies depending on the state and the complexity of your business structure. Here’s a general breakdown:
  • Filing Fees: The filing fee for your Articles of Incorporation with the state typically ranges from $100 to $300.
  • Annual Fees: Many states require a yearly report, which can cost an additional $100 to $800 annually.
  • Legal and Professional Fees: The costs of hiring a lawyer or using a professional service to help with incorporation can range from a few hundred to several thousand dollars.

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Steps to Incorporate Your Business

Incorporating is more manageable than it might seem. Here’s a step-by-step guide to help you through the process:

Step 1: Choose Your Business Name

Your corporation’s name must be unique and not too similar to any other registered business. Most states also require that the name includes a corporate designator like “Inc.” or “Corporation.”

Step 2: Select Your State of Incorporation

You can choose to incorporate it in your home state or another state, depending on where you plan to do business and the different benefits each state offers. Delaware, for example, is popular due to its business-friendly laws.

Step 3: Draft and File the Articles of Incorporation

The Articles of Incorporation, sometimes called the Certificate of Incorporation, is the document that officially creates your corporation. This document must be filed with the state’s corporate filing office and usually includes the following:
  • Your business name.
  • The purpose of the business.
  • The name and address of the registered agent (someone designated to receive legal documents on behalf of the corporation).
  • The number and type of shares of stock the corporation is authorized to issue.

Step 4: Create Corporate Bylaws

Bylaws are the rules that govern how your corporation operates. While bylaws do not need to be filed with the state, they are crucial for outlining the structure and operations of your corporation. Bylaws typically include:
  • How and when shareholder meetings are held.
  • The duties and responsibilities of your directors and officers.
  • How decisions are made within the corporation.

Step 5: Hold the First Board of Directors Meeting

The first board meeting is typically where the bylaws are approved, officers are appointed, and other initial business is conducted. It’s important to keep detailed minutes of this meeting, as it is the foundation of your corporation’s legal operations.

Step 6: Issue Stock

Corporations issue stock to their shareholders, which represents ownership in the company. Issuing stock helps raise capital and distribute ownership according to the investment made by each shareholder.

Step 7: Obtain Any Necessary Licenses and Permits

You may need specific licenses and permits to operate legally, depending on your business type and location. These include local business licenses, professional licenses, or health permits.

Step 8: Annual Requirements

Most states require corporations to file an annual report and pay franchise taxes. It’s important to stay current with these requirements to maintain good standing with the state.

Conclusion

Incorporating your business is a significant step, but it brings numerous benefits that can help protect your assets, save money on taxes, and enhance your credibility. By following the steps outlined above, you can successfully navigate the process of turning your small business into a recognized corporation. Incorporation is only suitable for some companies, so consider your long-term business goals and consult legal or financial advisors to make the best choice.

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