Q: How Many People Are Required To Form A Non-Profit OR Business Corporation

A: One or more.

Q: What Is the Difference Between A LP, LLP, and LLC

A: A limited partnership is a partnership with two types of partners: general partners and limited partners. The general partners manage the business and are subject to unlimited liability; that is, the general partners are personally liable for the debts and obligations of the partnership. Generally, limited partners are not personally liable for the debts and obligations of the company. Filing a certificate of limited partnership with the Secretary of State creates limited partnerships.
A limited liability partnership, also called a registered limited liability partnership (RLLP), is a type of general partnership. RLLPs are frequently businesses that provide professional services, such as law firms. An RLLP does not have ìlimited partners,î but a general partner is nevertheless NOT subject to personal liability for the malpractice of another partner unless he or she participates with or is responsible for supervising the partner committing the malpractice. A general partnership becomes an RLLP by filing an application for registration with the Secretary of State.
A limited liability company (LLC) has some of the characteristics of partnerships and some of the characteristics of corporations. A limited liability company may be organized to avoid ìdouble taxationî which frequently accompanies a corporation. The owners of a limited liability company are called members. LLCs are managed by the members or by managers who may or may not be members. Members enjoy ìlimited liability.î Filing articles of organization with the Secretary of State creates LLCs.

Functions of the Corporation Division

1. Review of all documents related to entities subject to statutes administered by the Division to make certain the documents substantially conform to the law; file the documents that substantially conform; and maintain records of all documents accepted for filing.

2. Furnish accurate information from the official file.

3. Issue certificates of fact and good standing and prepare copies of documents on file as requested.

4. Compute and collect organization and filing fees and fees related to the issuance of certificates and copies.

Q: What Are the Advantages and Disadvantages of Making Your Business A Corporation?

A: The Department cannot advise on matters such as this. For a chart on the differences please see ìDifferences in the Types of Entitiesî on the Guidelines webpage. For an explanation of the differences, please contact an attorney or other adviser. However, one advantage of forming a corporation is that it can protect an individualís personal assets, and may also protect against others using your business name.

Do I Have To Reserve A Name Before I File My Corporation?

No. A name may be reserved so as to save it for later use, but if youíre ready to form the corporation now, and the name is available for use, there is no need to reserve the name.

Q: Who Is Authorized To Execute Documents To Be Filed at the Secretary of State?

A: A document required or permitted by to be filed by the Corporations Division of the Secretary of State must be filed under business/general statutes of the state. 
A document submitted on behalf of a domestic or foreign business corporation must be executed: 
1. By the chair of its board of directors, by its president or another of its officers; 
2. If directors have not been selected or the corporation has not been formed, by an incorporator; or 
3. If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. 

Q: How Do I, Incorporate My Business?

A: First, you must file your companyís Articles of Incorporation with the Corporations Division. Make sure the following information is provided in your filing: 
The name of your corporation 
Your companyís name must also include at least one of the following words or abbreviations: Company, Corporation, Incorporated, Limited, Co., Corp, Inc. or Ltd. 

The number of shares of stock your corporation is authorized to issue 
You should consult with your attorney to determine how many shares of stock your company is authorized to issue. Remember that authorized capital is the number of shares your corporation can issue, not necessarily the amount you have already issued or plan to issue in the future. 

The classes of stock issued by your corporation 
You should consult with your attorney to determine whether you should separate your corporate stock into different classes. Most corporations issue only one class of stock. 

The street address and county of your registered agent office and the name of your registered agent 
The Registered Office is the business address for the Registered Agent. The Registered Office must be located in your state and have a physical address. If the mailing address of your registered office differs from its geographic address, please provide both in your filing. A street address must be provided for the initial registered office. 

Principal Office Address 
A principal office is the location where the business has its office or where the corporate records are kept if no such business office exists. If the corporation has a principal office upon creation, the Articles of Incorporation must identify the complete street address of that office, along with the county in which it is located. The articles of incorporation must also state the complete mailing address of the principal office if the mailing address is different from the street address. The annual report requires a principal office location. 

The names and addresses of your companyís incorporators 
State law requires that your filing list at least one incorporator. You may list more than one. Make sure that you submit the signature of at least one of the incorporators listed in your filing. You do not have to have those signatures notarized.

Q: How Many People Are Required To Form A Limited Partnership?

A: Two or more (1 limited partner and 1 general partner).

What Is A Domestic Business Entity?

Answer: 

ìDomesticî business entities are business entities that are created and registered in the state were they initially filed there articles of incorporation.
All business entities are required to register as a Domestic or Foreign business entity if they are doing business in the state and have a physical location there.

What Is An ìsî Corporation?

The Federal Internal Revenue Service (IRS) makes the determination as to how a corporation will be taxed. Many small, tightly held corporations want the tax advantages of a partnership but want the liability protection of a corporation. A corporation may apply for ìSî status under subchapter ìSî of the IRS code, resulting in the corporationís profits and losses being passed to the corporationís shareholders as individuals.

What Is the Fewest Number of People Needed To, Incorporate?

It takes only one person to act as the incorporator when a corporation is formed.

However, each domestic corporation is required to have a president and a secretary; these required positions must be held by different individuals unless the corporation has only one shareholder and that one shareholder holds these offices. Every other position, such as director, may be held by one person.