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Business

Incorporation, LLCs, and Corporate Law

How to Dissolve a Corporation in Illinois

How to Dissolve a Corporation in Illinois

In this article, we will explain how to dissolve an Illinois corporation.  We will explain the internal procedures that must be followed to dissolve a corporation in Illinois, how to file articles of dissolution with the Illinois Secretary of State, and how to properly wind up the business affairs of the corporation. 

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How to Move Your Corporation or LLC to a Different State

How to Move Your Corporation or LLC to a Different State

In this article we explain how to move a corporation or LLC and wish to a different state.  There are several different options for accomplishing a corporate relocation depending on your business goals, we describe each in detail. 

Option 1: Keep Your Corporation or LLC Active in the Original State and file a Foreign Registration in the New State

If you plan to continue doing business in the original state, typically the best option is keeping your corporation or LLC active in the original state and register in the new state as a foreign....

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When Should I Consult My Business Attorney?

When Should I Consult My Business Attorney?

One of the most important things an attorney can do for a business owner is to eliminate “unknown unknowns.”  During the life-cycle of a business, there are 11 inflection points where business owners should consult with their attorneys.

Incorporation

Annual Maintenance 

Employees

Contracts 

Investor Agreements

Trademark and Copyright Applications

 Dispute Resolution, Litigation & Collection 

Solutions for Distressed Businesses 

Exit Strategies

Estate Planning 

Business Consulting

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Why Should I Use An Attorney to Incorporate My Business? | Illinois Corporate Law

Why Should I Use An Attorney to Incorporate My Business? | Illinois Corporate Law

In a previous article, we discussed the benefits of incorporating.  In this article we will discuss why it makes sense to hire an attorney to set up your corporation or LLC.  

  1. Ensure that you are selecting the most advantageous and proper corporate entity:  When incorporating, there are many different types of entities you can select for your business, such as LLCs, Corporations, Limited Partnerships, and Limited Liability Partnerships.  An attorney will educate you on the benefits, drawbacks and costs of each type of entity, to make sure that you are selecting the type of corporate entity that best fits your needs and is most cost-effective.  Secretary of State initial and annual filing fees can vary widely based on the type of entity you select.  In addition, if you have multiple businesses, Series LLCs can save you a significant amount of money annually.  Some professions require specific types of corporate entities, such as P.C.s or PLLCs.   Having the advice of an attorney in selecting the proper corporate entity will actually save you money in the long run. 
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Why Should You Incorporate?

Why Should You Incorporate?

The first step in launching your business is incorporating.  You should have your corporate form in place before opening a bank account, cutting any checks, or signing any contracts. There are two primary reasons to incorporate your business:

  • Protect Your Personal Assets from Business Liability:  
  • Save on Self-Employment Tax:  
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Illinois S-Corp Elections Explained

Illinois S-Corp Elections Explained

This article will discuss the effect of an S-Corp Election for a small business.  Two foundational articles that you may find helpful are:

A common preliminary question that my business clients ask me, “should my business be an LLC or an S-Corporation?”  The answer is that it can be both.  When filing your incorporation documents with the secretary of state, you choose between being an LLC or a Corporation.  Then, whether your business is an LLC or a Corporation, you can choose to file an S-Corp Election with the IRS.  So, whether your business is a Corporation or an LLC at the Secretary of State level, you can choose to be taxed as an S-Corporation at the IRS Level.

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S-Corps Vs. LLCs Which Is Best For Your Small Business?

S-Corps Vs. LLCs Which Is Best For Your Small Business?

The purpose of this article is to educate small business owners regarding the two types of corporate entities that are particularly preferable for small businesses: the Limited Liability Company (LLC) and the Corporation.

‍Incorporating a business is important for two primary reasons: (1) to protect personal assets from business creditors; and (2) to obtain favorable tax treatment for all business income. For more on this, please read our previous article: Why Incorporate Your Business?

‍In Everything You Need to Know About S-Corp Elections, we explained that both corporations and LLCs can be taxed as S-Corps by filing an S-Corp election with the IRS.  We also explained the benefits of filing an S-Corp election.

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What is a Series LLC?

What is a Series LLC?

A series LLC is a cost-effective alternative for business owners and entrepreneurs with multiple enterprises.  If you have multiple businesses that you would like to keep separate for the purposes of liability, you have two options:  

  1. Form multiple separate corporations or LLCs, one corporation or LLC for each enterprise; OR 
  2. Form one Series LLC, with multiple cells (or sub-LLCs), one cell for each enterprise
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LLCs Vs. S-Corps in Illinois

LLCs Vs. S-Corps in Illinois

Incorporating a business is important for two primary reasons: (1) to protect personal assets from business creditors; and (2) to obtain favorable tax treatment for all business income. The purpose of this article is to educate small business owners regarding the two types of corporate entities that are particularly preferable for small businesses: the Limited Liability Company (LLC) and the S-Corporation. In deciding between incorporating as an LLC or as an S-Corporation, there are a number of considerations to take into account:

A. Similarities between an S-Corps and LLCs: favorable tax treatment and limited liability

‍Both S-Corps and LLCs prevent double-taxation (taxation at both the corporate and individual level) and limit the personal liability of shareholders.

1. Prevention of double-taxation

One benefit that LLCs and S-Corporations have over other corporate forms is that they allow all income to pass through the business and flow directly to the business’ principals. This is important because all losses and or earnings are reported on the principals’ tax returns, rather than on the business’ income report. This eliminates the corporate tax, otherwise as the “double tax” of standard corporations.

In the case of standard corporation (or a C-corporation), the net income of the corporation is subject to the corporate tax. The crucial distinction between a C-corporation and an LLC or an S-Corporation is the tax implication on the remaining income after the corporate tax. In the case of a C-corporation, after the corporation has been taxed, all remaining money is taxed a second time when it is distributed as dividends to the shareholders of the corporation. This is not the case for an LLC or an S-Corporation.

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Illinois Corporate Dissolution Explained

Illinois Corporate Dissolution Explained

In this week’s article, we will discuss the factors that you and your attorney should consider in deciding between these five strategies.  Determining which strategy is best for your business will depend on your particular circumstances and goals.  For the purposes of this discussion, we will assume that your business is a corporation or an LLC.

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Illinois Professional Corporations Explained

Illinois Professional Corporations Explained

I was recently asked the following question relating to professional corporations in response to my recent video blog: Which Corporate Form is Right for Your Business?

Q:  I have a full-time job, but I am now taking on private clients (home-based speech therapy services). I have liability insurance already. Do I HAVE to incorporate or can I just consider it a side job and claim it appropriately on my taxes? 

​A:   Incorporation would probably only be beneficial for you for tax purposes at this point.  Speech pathologists and certain other professionals are required to form “professional corporations” or “PCs.”  PCs, unlike other corporate forms, will not protect you from malpractice liability.  As your business grows, you may want to consider forming a PC to protect you from liability for your business’ contracts.  However, at this time, since you probably do not have a lease or other such contracts to worry about, a PC would probably not be helpful for liability purposes.  

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How to Start a Business in Illinois

How to Start a Business in Illinois

Please enjoy part 1 of the Small Business Primer seminar presented by O’Flaherty Law.  Parts 2 and 3 of this seminar can be found on our YouTube channel along with our previous seminar on wills and trusts and all of our informational videoblogs.

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