What Does Incorporated Mean in Business?

By Kay Lee

When creating a new business, the owner can structure the business in a number of ways that best suit his preferences as well as the type of business he is creating. When a business becomes incorporated, it has completed the process of becoming a corporation, as recognized by state law. Incorporation provides the owners with many advantages, but the primary benefit is the business will be viewed as a separate entity from its owners.

What is a Corporation?

A corporation is a type of business organization viewed as a separate legal entity under state law. This allows the corporation to do things a person can do, such as pay taxes, initiate litigation and be sued by others. Parties who sue the corporation are limited to the corporation’s assets and are unable to tap into the shareholders’ personal assets. Shareholders' liability is limited to their investment in the corporation, thereby protecting their personal assets.

How to Form a Corporation

Corporations are creatures of state law; therefore, the particular state where you incorporate will determine how you must establish the corporation. Generally, the founders of the corporation draft articles of incorporation that must be filed with a state agency like the Secretary of State. Many states require corporations to adopt a business name that indicates its designation as a corporation. This designation is often expressed through the use of “Inc.” in the business name. This essentially puts its customers and other individuals on notice that the business is a corporation. In addition to filing the articles of incorporation, the company must continue to meet the state’s continuing disclosure rules, like annual reports and fee requirements.

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Benefits of Corporate Form

Corporations, unlike partnerships, have an unlimited life, meaning the corporate form will continue indefinitely unless the shareholders or board of directors take active steps to end the corporation. This is significant because default state laws for partnerships typically dissolve a partnership when partners leave. In addition to unlimited life, the corporate form offers protection from personal liability for the shareholders of the corporation. Shareholders are liable for the actions and debts of the company only to the extent of their investment. Shareholders, however, may be held personally liable for willful wrongdoing. The final benefit is that corporations are taxed at a lower rate than individuals, so corporate earnings can grow in a more tax efficient manner than if the business entity was a partnership or sole proprietorship where taxes are passed down to owners who include them on their personal income tax returns.

Disadvantages of Corporate Form

Many people consider the corporate form to be disadvantageous because of the double taxation issue. Double taxation occurs because a corporation must pay taxes on the profits it earns and those profits are typically shared with the corporation’s stockholders through dividends. Shareholders must then include these dividends as part of their personal income for the year and are taxed on it again.

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Can You Fill Out a 2553 Before the Articles of Incorporation?


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How to Form an S Corp in Florida

Creating an S corporation is a two-step process. First, the business must incorporate according to the laws of Florida as a regular corporation, commonly known as a C corporation. Then you change the C corporation to an S corporation by making a special tax election with the Internal Revenue Service. Businesses choose to elect S corporation status for income tax purposes.

What Forms Do I Need to File for an S Corp?

An incorporated business is automatically designated by the Internal Revenue Service as a C corporation for income tax purposes. However, certain smaller corporations can elect to be taxed as S corporations without forfeiting the liability protections that the corporate structure affords to shareholders. Making the initial election requires filing an IRS form. Once S corporation status is granted, the tax forms the corporation must file annually will change.

What Belongs in the Bylaws?

Bylaws set forth the internal rules and procedures for running your corporation. There is no set form that bylaws must take under federal or state law, and you need not file these documents with any government office. However, there are several issues that should be addressed in your bylaws to ensure that your corporation operates effectively.

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