Business Resources

Corporations

Formation
A Certificate of Incorporation must be filed with the Secretary of State.

Liability of a Participants
Shareholders are not personally liable for the obligations of the corporation.

Control or Management
Shareholders generally do not manage the corporation. Shareholders elect directors who appoint officers and oversee management of the corporation.

Transferability of Ownership Interest
Shares are freely transferable (unless share transfer restrictions have been imposed.)

Crossing State Lines
Must register in the state where it wants to do business.

Income Tax Status
A Corporation is a taxable entity separate from its shareholders (double layer of taxation). Corporations with no more than 75 shareholders may be able to elect subchapter S (pass through) treatment.

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