Incorporate Your Business [With CDROM] Paperback – May 15 2007
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Most Helpful Customer Reviews on Amazon.com (beta)
I wasn't sure if I should attempt to set up our new corporation myself or have an attorney do it so I decided to get this book and see how difficult it really was. I ended up doing it myself and saving several hundred dollars in attorney fees. It was not difficult at all.
It comes with a CD that has all the templates needed for bylaws and other start up forms. I highly recommend this book.
I found the book to be very thorough, clear, informative, easily read and well organized. I would definitely recommended it. As well as explaining what has to be done, there are many sample forms that are used to show in detail what has to be filled out and filed and also pointers to external resources. Also as well as detailing the most straightforward ways of doing things, the author highlights areas in which an individual business's circumstances may add additional complexity. He also provides advice on how to find state-specific information in the states' Business Corporation Acts. Judicious use of sidebars and "skip ahead" notes help the reader avoid getting too bogged down in details they may not immediately need.
The author is also careful to point out areas in which a business founder may need to get additional legal and accounting advice and gives specific information on developing relationships with suitable advisors.
The only limitations I found...
The treatment of S-corps seems a little on the light side. Pros and cons relative to other business structures are summarized pretty well in Chapter 1, but in Chapters 4 & 5, which deal with the actual tasks that need to be undertaken during and immediately after incorporation, there is no mention of anything that is different about forming an S-corp compared with a C-Corp. Chapter 1 notes that it is necessary to make an S corp election with both the IRS and the state tax authority, but the only elaboration is a reference to IRS Form 2553 in parentheses in one cell of a table in Ch 1.
Perhaps, there just isn't much that is different apart from the IRS election filing that needs to be highlighted, but in that case just a note pointing out that everything discussed applies regardless of whether you are forming an S-corp or C-corp would be reassuring.
Also a little more on tax procedures would be helpful. There is a lot of very good information about tax implications of different business decisions, compensation strategies etc. And although filing tax returns isn't strictly part of the incorporation process, a little more practical guidance about forms and schedules would have been useful.
Also, most of the book is also based around an assumption that the company will be incorporated in the same state that its principal office is located. So if you are forming say a Delaware corporation from somewhere else, some of the advice and the wording in some documents would need tweaking to reflect that.
However these issues are generally minor in comparison with the overall quality and quantity of content. Overall this is a very worthwhile read, and even if you plan to have an attorney do much of the work it's a good source of understanding of what is involved in incorporating a business and the factors that should be considered in the early decision-making around that process.
[Update: Again I stress that I have no past experience in forming corporations and I'm certainly not a lawyer, but I believe I have found a minor error in the book, specifically in the model bylaws it proposes. In Section 7 of Article 2 (Shareholders' Meetings), I noticed the phrase "the affirmative vote of the majority of shareholders represented at the meeting", and I was a little confused because the immediate context talks about voting according to the number of *shares* represented, not the number of *shareholders*. Wanting to be sure that I understood what was going on here, I went and checked Delaware State Corporation Law, and in Title 8, Chapter 1, section 216, (2), I found that it refers to "the affirmative vote of the majority of shares present in person or represented by proxy". This makes much more sense to me, so I think the reference to "shareholders" in the book's model bylaws is probably incorrect.]
This book will help you decide whether to incorporate, what type of corporation to form and walk you through filing articles of incorporation with your state. It contains everything to get you off on the right foot.
For me, that is a decision of whether to operate as a sole proprietorship or a Limited Liability Corporation (LLC), which offers some tax and protective advantages. I had originally anticipated visiting with and attorney, determining whether my chosen business name was available and paying the attorney to write and file paperwork to start my LLC. After just working through part of this excellent reference, I believe I'm armed with adequate knowledge to eliminate the middle man and perform these necessary tasks myself - saving 0ver a thousand dollars. I'll also be more in tune with my corporate requirements and better able to make necessary corporate decisions going forward.
If you're not comfortable or confident with "do it better yourself" practices, then this is not the book for you. If, however, you like to make your own decisions, determine your own business destiny and either want to have the necessary knowledge or want to save some money forming your corporation - then this book may be just what you need.