Corporations & LLCs

professional corporation

Dave Riemer CPA PFS
May, 2008

"Thank you for mailing [our client's S corporation election form] certified. The IRS says they don't have the form and you provided the proof we need to close the matter."

Corporate Formation

California corporate formation is available at an all-inclusive flat rate: filing fees, legal consultation, name availability, Articles, Bylaws, Election of Directors/Officers, Minutes of First Board Meeting, Assignment and Employment Agreements, S Election or Medical-Dental Reimbursement Plan (as applicable), Stock Certificate issuance, regulatory and securities filings, Federal and State tax ID numbers, email/over-the-counter filing, corporate kit, and all other expenses are included. Rush filing available for additional fee. Corporate dissolutions also available at a flat rate.

LLC Formation

California LLC formation is available at an all-inclusive flat rate: filing fees, legal consultations, name availability, Articles, regulatory filings, Federal and State tax ID Numbers (as applicable), email/over-the-counter filing, and all other expenses are included. Same day rush filing available for additional fee. LLC dissolutions also available at a flat rate. Note: professional LLCs not available to licensed professionals in California (other than multi-person legal, accounting and engineering practices).

Annual Corporate Minutes

IRS auditors can disallow deduction of various corporate expenses if the minute book does not contain "contemporaneous written evidence" that the expense was authorized by its directors or shareholders.

Comprehensive and customized annual minutes are available via online submission at a flat rate of $250. Start now at New Clients or Existing Clients.

Corporate Rehabilitation

A corporation must act as like a corporation in order to maintain the two major goals of the corporate form of business: (1) preserving the corporate shield from personal liability, and (2) achieving specific federal and state tax goals unavailable to a sole proprietor. Meeting these goals requires that you observe all the formalities required of that form of business (including the completion of annual corporate minutes). These formalities are required even if you are the only shareholder in the corporation! Corporate rehabilition, including review of the corporate minute book, with completion/ correction/ filing of missing or incorrect organizational, regulatory, tax and securities issues, is available at a flat rate; filing fees and corporate record book orders are additional.

Tax Considerations

Tax advantages are a major reason to establish a group practice as a general partnership of multiple corporations, as opposed to a single corporation. These advantages are most significant in relation to future buy-outs or buy-ins. However, there are current tax benefits too, mostly relating to the partners' ability to choose their own solutions to tax questions without requiring approval from, or even notification of, the other partners. See the left sidebar, "C vs. S Corporation," "Corporation vs. Partnership" and "Corporation vs. LLC" for details.