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After incorporating an s-corp, are there any mandatory steps?

San Jose, CA |

Hi there,

I just incorporated my s-corp and got my bank account as well. I will appreciate if someone can let me know if there are any mandatory steps that I need to take as per the law?

Thanks all.

Attorney Answers 5

Posted

In addition to the mandatory matters that my colleagues have cited, there are many other matters that you should at least be aware of, even if you choose not to act on them. Please see the nine-page document at the link below.

This information does not constitute legal advice and does not establish an attorney-client relationship.

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Asker

Posted

Thanks Dana, you seem to be the only one who wants to understand the question and answer without trying to dodge the real matter. If I do decide to have a business attorney, you would be on top of my list. - Thanks again.

Posted

What do you mean by incorporate an s corp? For state law purposes it is a plain Jane corporation or an LLC. Then for federal (and possibly state) tax purposes you file paperwork electing for corp to be a s corp (or LLC to be classified as a corp and also electing to be a s corp). Have you done the tax filings in addition to state formation?

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Asker

Posted

I already elected it be treated as an s-corp. I got it incorporated just a week ago, do you think I still need to file taxes immediately? Thanks.

Bradley Richard Thompson

Bradley Richard Thompson

Posted

File what taxes? Presumably s corp has calendar year as tax year (this may actually be required by law - I would have to check), its first tax year end would be Dec 31 2012. Under normal rules you are liable for its profits and you may be responsible for making monthly or quarterly installments depending on expected/actual profits of s

Bradley Richard Thompson

Bradley Richard Thompson

Posted

Corp business (sorry - premature click there)

Asker

Posted

Thanks Bradley, other than taxes, are there any other legal formalities that one needs to complete immediately after registration? Thanks again

Bradley Richard Thompson

Bradley Richard Thompson

Posted

The corp is a normal state corp. You have to comply with all (CA I presume) corporate and commercial (ie licencing) laws. For tax if you qualify as an s corp and you made a valid election then I would think you satisfied the establishment obligations. You should get a CA tax or business lawyer to quickly review your set up to confirm. I could provide referal or look on avvo.

Posted

You said you have incorporated an S corporation. However, one simply establishes a corporation. All corporations begin life as a C corporation. An "S corporation" is really a status for tax purpose. If you want to be taxed as an S corporation, you must file an IRS Form 553 with the IRS within 75 days of commencement of your business or within 75 days of the beginning of a new tax year. You should consult with your accountant for details. You can get a great deal of information form IRS.gov if you look up the 2553 and accompanying instructions.

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Posted

Yes. You need to adopt bylaws. You neeed to file a statement of information with the Secretary of State. You need to prepare to pay the annual $800 franchise tax fee. You need to issue shares under a permit or an exemption from a permit. This is why 99 percent of all online corporate formations are defective. You should really consider three ongoing aids to your business, a CPA, an insurance agent and a business attorney. If you were not at the other end of the state we would offer to serve, but I honestly believe a local attorney will be more beneficial. However, if you wish you may contact us through the Avvo profile.

The above is general legal and business analysis. It is not "legal advise" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.

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Posted

Yes, there are at least seven more items you will need to complete, most of which are embraced within the requirements of an organizational meeting. Additionally, you may need such documents as a shareholders agreement along with any necessary employment or independent contractor agreements...see websites below.

By Grace...
Shawn Jackson ESQ. (707) 584-4529
Business Development Attorney EMAIL: Attorneys@CaliforniaBusinessDevelopment.com
www.CaliforniaBusinessDevelopmentAttorneys.com
www.CaliforniaBusinessDevelopmentCenter.com
www.CaliforniaBusinessDevelopmentPlans.com
www.CaliforniaBusinessDevelopmentIncubator.com

No communication resulting herein shall create an attorney-client relationship unless a separate retainer agreement is signed by attorney and client. The information provided neither is legal advice nor is it conveyed in the course of an attorney-client relationship, but is intended merely as a general overview with regard to the subject matter covered. You should not act upon this information without seeking professional counsel such as any attorney in this office in a subsequent email communication (agreement) and the formation of an attorney client relationship.

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