C Corporation Forms & Operating Agreement

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A c corporation is the most common type of corporation in the U.S. However, there are many c corporation forms that are required to start and maintain this type of business, as per part of a c corp's operating agreement. Here at The Company Corporation, we can help you make sure that every c corporation form is successfully filled out and filed. Here is a list of IRS c corporation tax forms that you should be aware of and what they mean for your business.

C Corporation Forms for Formation and Maintenance

Articles of Incorporation

After you select a business name, you will need to fill out an Articles of Incorporation form for the state in which you incorporate. The Company Corporation will submit this form, along with a fee, to the state. The articles of incorporation will list your business address, registered agent, authorized shares, and directors' names and addresses. In some cases you will also need to estimate property and gross revenue.

Corporate Bylaws

Your corporation's bylaws outline the structure of your company and set down the processes and procedures that will be followed. It establishes and protects the rights of business leadership and shareholders. The bylaws also need to establish the duties and responsibilities of the corporation's directors. In a C corporation, the bylaws need to be formally adopted, and a formal amendment process must be followed when there are changes.

Licenses and Permits

As with any business, your C corporation forms will need to include the licenses and permits necessary to do business in your state. This will vary depending upon the type of corporation you run, but it can include a general business license, health permits, rezoning and land-use permits, and occupational licenses.

Annual Reports

An annual report is a detailed description of the activities of your corporation through the preceding year. An annual report is a mandatory state filing that usually includes a listing of directors, officers and some financial information. This is different from an Annual Report that is required by the Securities and Exchange Commission (SEC).

Minutes of Annual Shareholder Meetings

Unlike an LLC, C corporations are required to hold annual shareholder meetings and record the minutes of those meetings. Details of discussions are not required in the minutes, but rather a list of those attending, the agenda, and voting actions. Votes can be taken to amend the minutes of a previous meeting if needed.

C Corporation Forms for Taxes

Form 1120 for C Corporation

The tax rate for corporate profits may be lower than the individual income rate, leading a c corporation to have certain tax benefits. By filing a form 1120, a c corporation is able to take care of its taxes with the IRS. An 1120a is the short form. Keep in mind that c corporations generally have to file taxes quarterly. You will want to make sure your accounting team takes advantage of all available deductions for a c corporation, including things such as rent, compensation of officers, employee benefit plans, and charity donations. C corporations with assets exceeding $10 million and/or file over 250 returns each year, must electronically file form 1120 for their c corp for years ending on or after December 31, 2007.

IRS Forms 940 and 941

In addition to income tax, corporations have to pay employment taxes, such as social security, Medicare, and unemployment taxes. For these taxes, the IRS uses forms 940 and 941. These IRS C corporation tax forms, as well as form 1120 for a C corporation, are available on the IRS C Corporation site.

Franchise Taxes

Corporations are asked to pay a franchise tax for doing business within the state. This IRS C Corporation tax form is required and is a state tax that should not be confused with business franchises, such as McDonald's or Wendy's. The franchise tax will vary depending on what state you are registered in and what states you do business in.

Do I need a lawyer to start a C corporation?

No, you don't technically have to have a lawyer. You can fill out all the C corporation forms yourself, or you can have The Company Corporation assist you in making sure all your forms are correct and filed with the appropriate agencies. If you are unsure if a C corporation is the right structure for you, please call us at 800-818-6082. Our Business Specialists are happy to answer your questions.

Where should I incorporate?

It's usually the best option to incorporate in your home state, especially if you will be doing business there. This allows you to avoid paying franchise taxes in more than one state. However, if you do business throughout the country, it may be wise to choose a state like Delaware that has business-friendly policies.

What forms are optional for a C corporation?

A C corporation is the most complex of the business formats. The forms listed on this page are all required for C Corporations. For a business structure that requires less paperwork, you might consider an LLC.

What will happen if I fail to file annual reports or franchise taxes?

Failure to file required documents is a serious issue. These lapses can result in fines, notices, and ultimately the inability to conduct your business. Whenever you form a corporation, you want to make sure you and your team are aware of the requirements and deadlines. Your bylaws can help you assign responsibility for these tasks.

How do I make changes in my board of directors or upper management structure?

Most major changes in structure or personnel require a meeting of the board of directors or shareholders. Advance notice of these meetings must be posted. Your corporate bylaws will outline how changes are handled in your company.

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