well, well, well,
it seems as if it’s that time again where i ramble on and on in hopes that maybe someone will read it and think i’m… cool.
i know, you must be thinking, what the hell is up with the title? a corporation’s first and last name? (what the fuck does that even mean?)
what kind of things have first and last names?
you’re correct. and the reason for saying a corporation has a first and last name means that in the court of law, a corporation is legally a person.
this is due to possible lawsuits that could arise from some type of malpractice that could conclude in someone trying to sue the company. without an agent of service, a corporation cannot exist.
the first thing that needs to be filed are a set of formal documents that legally acknowledges the creation of a corporation. these documents are called articles of incorporation. this is where you would add your street address, name of your company, agent for service of process, and the type of stock that would be issued.
what do the articles of incorporation sound a lot like? if you were thinking a “rules and regulations” type thing, you’d be right.
but it’s important to know that the articles of incorporation is not the same as rules and regulations. those are called “bylaws” (i know, you’ve probably heard the word, but hey! now you know the meaning!)
it’s also crucial that you understand the stages of a corporation’s life. there’s the formation, then the operation, then the termination.
for obvious reasons, phase one being “formation” is literally just the creation of the company, and hopefully it can go without saying that phase two, being “operation” is just the corporation being up and running. though, corporations can be very successful, there’s always the third phase called “termination”. termination though, confusing though, doesn’t necessarily have to mean that the corporation has fallen through the cracks. what i mean is, there’s something called a “merger” which is two or more corporations coming together, where the conjoined companies become one.
within the laws laid out for people that want to create a corporation, it’s also stated that there are different types of corporations that you can become.
i’m basically just saying, you can become a non-profit organization, or an “S corporation”.
the letter S (to my knowledge, hey, i could be wrong, right?) doesn’t have any actual relevance, but if you’re a small company that’s just starting out, an S corporation is going to be what you try to identify as. this is because with an S corporation, you avoid being dually taxed (double taxation), and don’t actually have start up taxes (which, in california, is around an $800.00 fee before you even step foot in your company’s building).
back tracking again, it’s also vital to acknowledge the two ways a corporation’s existence can be terminated; voluntary or involuntary dissolution.
i know, can we stop with the voluntary and involuntary shit?
involuntary dissolution means that the corporation is ending through government action as a result of failure to pay taxes.
basically, the feds are shutting you down. that’s why it’s involuntary.
whereas, voluntary dissolution is the ending of a corporation by filing a notice of dissolution with the secretary of state or as ordered by a court after a vote of the shareholders (kind of like bankruptcy, except it’s a corporation)
funny enough, for awhile, all corporations that were becoming created were created within the delaware region, because they had no tax there. the rule has long since changed, and unfortunately, now we’re all stuck paying thousands on top of thousands on the most minuscule things to tax.
until next time, my LV’s (it’s kind of like, “loves,” get it?)