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For additional details, select    Corporation: LLC :

Glossary

 

Select the first letter of the term you are looking to jump to the appropriate section.

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z


A

Apostille: An apostille is a certification issued by the Secretary of State after reviewing your original documents. Thanks to this apostille or gold seal your articles of incorporation for a corporation or articles of organization for an LLC will be certified and recognized by the country of intented use. It is a required formality for international banking and registration.

Articles of Incorporation: This legal document contains basic information about your corporation and is filed to the Secretary of State for approval. Once the articles approved, your corporation is active.

Articles of Organization: This legal document, similar to the articles of incorporation for a corporation, contains basic information about your Limited Liability Company and is filed to the Secretary of State for approval. Once the articles approved, your LLC is active.

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B

Bylaws: Basic rules of conduct of your corporation such as when to conduct meetings. This internal legal document is adopted when forming your corporation and is not filed to any State authority.

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C

Certificate of Good Standing: A Certificate of Good Standing is a document delivered by the state in which your corporation or LLC is formed. This document proves that your company is in compliance with the state requirements and therefore in Good Standing. This is also known as a Good Standing Certificate or Certificate of Existence.

Corporate Kit: A Corporate Kit includes all the important documents to administrate your company and keep it organized. It contains a personalized binder with sample organizational minutes, sample bylaws, customized steel corporate seal, stock certificates, and a stock ledger all organized with dividers.

Corporate Seal: A Corporate Seal is a steal embosser personalized with the name of your company and date and state of formation. It allows you to emboss any official documents such as stock certificates.

C Corporation: A corporation is business ownership structure authorized by state law that allows a business to organize as a separate legal entity from its owners. Like an individual, it can carry on business (or other activities), can sue or be sued, and (unless it is non-profit) can issue shares of stock to raise funds with which to start a business or increase its capital. A major benefit of a corporation is that it limits the personal liability of the owners for claims against the corporation, unless they commit fraud.

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D

Directors: Individuals elected by a corporation's shareholders to be part of the board of directors. The board is responsible for monitoring the activities of a corporation and making major business decision such as appointing officers.

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E

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F

Federal Tax Idendification Number/EIN: Most financial and federal institutions will request an EIN (also know as "Employment Identification Number" or "Federal Tax ID"). For example, this number is necessary upon opening a corporate bank account or hiring a new employee. The EIN is delivered by the Internal Revenue Service.

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G

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H

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I

Incorporation: The act of starting a company under the laws of a specific state.

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J

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K

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L

LLC: A Limited Liability Company is a relatively new and flexible business ownership structure. The LLC offers its owners the advantage of limited personal liability (like a corporation).

LLC Kit: An LLC Kit includes all the important documents to administrate your company and keep it organized. It contains a personalized binder with sample organizational minutes, sample bylaws, customized steel corporate seal, membership certificates, and a ledger organized with dividers.

LLC Seal: An LLC Sealis a steal embosser personalized with the name of your company and date and state of formation. It allows you to emboss any official documents such as membership certificates.

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M

Manager: The managers are appointed by the members of an LLC to manage the business.

Member: The members of an LLC are its owners. Members of an LLC can manage it and it that case the LLC is defined as “member managed”.

Membership Certificate: Membership certificates represent a piece of ownership in an LLC.

Minutes: As a business owner, it is important that you keep your company compliant and in good standing with the state in which your company is formed. The minutes are a written record of all your company events, such as meetings, kept chronologically in a corporate/ LLC kit or book.

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N

Name Reservation: Ensure that the name of your corporation or LLC is available when you are ready to incorporate, you may reserve its name. Pacific Corporate Filings will check the availability of your corporate name in California and take care of all the formalities to reserve it. We will obtain your corporate name reservation on the same business day.

Non-Profit Organization: A non-profit organization is a corporation formed to not generate profits. A non-profit is not allowed to distribute stocks and pay dividend.

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O

Officers: Officers are elected by the board of directors and are responsible for managing a corporation.

Operating Agreement: The Operating Agreement of an LLC is a document specifying the basic rules of conduct of the LLC as well as the rights of its members. This internal legal document is adopted when forming your LLC and is not filed to any State authority.

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P

Par Value: The minimum price of stock as stated by articles of incorporation.

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Q

Qualification: A qualification, also known as foreign qualification or certificate of authority, is a document allowing a foreign corporation or LLC to transact business in a state other than the incorporation state. The definition of "transacting business" is different from state to state. Make sure to consult a lawyer or an accountant to see how it applies to your business.

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R

Registered Agent: The state requires that a corporation appoint a Registered Agent in the state where the company is formed. The registered agent is responsible for acceptance of any legal service of process (notice of litigation) document, and also serves as a local contact for the Secretary of State. This Registered Office must be a physical address, and NOT be a post office box. For your privacy, we can provide this service for you.

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S

S Corporation: An S Corporation is simply a C Corporation (also known as a standard business corporation) that files IRS form 2553 to elect a special tax status with the IRS. The same filing procedure is used for both types of businesses within the State. However, an S-Corporation must file an additional tax form that will give the S-corporation a special tax status with the IRS. This special tax status enables S-corporations to avoid paying corporate income tax. C-corporations must pay corporate income tax.

Shelf Corporation: A shelf corporation or a aged corporation is a corporation that has been formed anteriorly but has never been used. Shelf corporations are ideal to show longevity and improve your company's image. Moreover, some businesses or states require corporations to be a certain age to bid on their contracts and banks prefer corporations with an history to give out loans. Another advantage of a shelf corporation is its immediate availability.

Stock Certificate: Corporate stock certificates represent a piece of ownership in a corporation

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T

Tax Exemption: Status generally given by the IRS to non-profit organizations and governmental entities. This status free them from paying taxes.

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U

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V

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W

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X

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Y

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Z

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