Business Structure

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Business Structure by Mind Map: Business Structure

1. Process of Incorporation: Limited Liability Company

1.1. Steps for Incorporation

1.1.1. File the Articles of Incorporation Secretary of State: Draft and file Incluides The name of your corporation The purpose The principal place of business The issue of shares The number of shares The value

1.1.2. Choose a name The distinctive name The descriptive name The legal ending State law

1.1.3. File the Operating Agreement Description of business aspects Contracting Operations Administration Future plans Functions Business type

1.1.4. File corporate bylaws Administrative details Voting procedures Notifications methods Annual shareholder meetings

1.1.5. Appoint directors o managers To help operate the business Solving problems Decision making Daily management

1.1.6. Appoint a registered agent The registered agent Service of process

1.1.7. Obtain an FEIN (Federal Employment Identification Number) Unique identifying number Business bank account Business credit card

1.1.8. Open business accounts Maintain business expenses and income To open a business bank account Separate personal assets

1.1.9. Accounting setup Record keeping: accounting books Local, state, and federal laws Fees Reports Filings Business licenses Permits Hire an accountant (if needed) Purchase an accounting system (if needed)

1.1.10. Hire employees Additional requirements Unemployment insurance Workers compensation Saving fund Productivity bonus Transport aid

1.1.11. Establish a Shareholder Agreement Document Detailed procedures for selling Transfer of shares Other administrative processes.

1.1.12. Hold your first board meeting The fiscal year for the corporation Appoint officers Write and adopt bylaws Authorize and issue stock Create an official stock certificate Corporate seal

1.1.13. Issue stock Large corporations Registering the offerings of shares Small corporations Shares are issued to less than 35 individuals Exempt from SEC filing Issue shares The initial stockholders Shares purchased Purchase financing Notice of stock transaction

1.2. Legal Benefits

1.2.1. Owners They are not personally liable for debts and obligations

1.2.2. Sole proprietorships and general partnerships To be held personally liable for such debts

1.2.3. Other benefits Tax flexibility and other tax-related benefits Deductibles for business expenses Brand protection Added credibility Easier to obtain financing if incorporated Structure flexibility Unlimited growth Investment opportunities Separate credit rating and build a separate credit history

1.2.4. Corporations and LLCs own property Increasing income Assets are not affected

1.3. Incorporation Doctrine

1.3.1. Provisions detailed in the Bill of Rights The Due Process Clause of the Fourteenth Amendment First Amendment Second Amendment Third Amendment Fourth Amendment Fifth Amendment Sixth Amendment Seventh Amendment Eighth Amendment

2. Terminological variation in the concepts of company law and translation strategies

2.1. The concepts of company law

2.1.1. Legal entity Grouping of persons or property with legal personality Hold rights and duties Affirms It is born (constituted) It is lives (operates, acts through its management bodies) It is extinguishes (dissolved and liquidated) Has A name (company name) An address (registered office) A nationality Attend the courts of law Do not compromise your civil liability To do business once they are properly incorporated

2.1.2. Company A contract by which two or more persons They bring together money, goods or industry Civil society is the genus and the mercantile, the species - Maside, 2002 Elements The identity of society Documentation Corporate purpose Duration of the company Registered office Not-for-profit companies Capital stock (USA) - Share capital (Eng. & Wales) The governing bodies of corporations

2.2. Companies law in the United Kingdom

2.2.1. Applicable law Companies Act of 2006 Company Directors Disqualification Act of 1986 Business Names Act 1985 Insolvency Act of 1986 and 1994 Criminal Justice Act of 2003 UK Corporate Governance Code of 2014

2.2.2. Classes of companies Private company limited by shares The members'liability limits their participation in the share capital Private company limited by guarantee The members'liability is limited to the amount of the contribution of the assets Private unlimited company There is no limit to the members’liability Public limited company Limited to the amount unpaid on shares held by them

2.2.3. Form Sole trader Partnership Limited partnership Branch Joint venture Single member private limited comprany European economic interest grouping Overseas Companies Regime: Regulations of 2009

2.2.4. Documentation of companies Incorporation Memorandum of association Articles of association

2.2.5. Registration of companies Companies House United Kingdom for Wales, England, Northern Ireland and Scotland Incorporation Dissolution Annual accounts

2.3. Corporate Law in the United States

2.3.1. Applicable law Each state has its own legislation Model Business Corporations Act (MBCA) Uniform partnership act of 1997 Uniform limited partnership act of 2001 Uniform limited liability company act of 2006 Securities Exchange Act of 1934 Listed companies Internal Revenue Services Not-for-profit companies

2.3.2. Classes of companies Corporation Legal entity with legal personality other than that of its members Types Sole proprietorship The natural person owns all the property Partnership There are minimum 2 owners and it has the same benefits of Sole proprietorship Limited Partnership Investors (limited partner) have limited liability for the company's debts The general partners are liable for the company's debts and management with their own assets Limited Liability Company It limits liability but with the partnership enforcement system

2.3.3. Documentation of companies Filling Articles of incorporation, articles of association, certificate of incorporation, charter Writing - articles of organization Public access Corporation - company - incorporated - limited Names and addresses of incorporators Corporate purpose Certificate of incorporation Regulation - by laws

2.3.4. Registration of companies Companies register with the secretary of state where they want to apply for incorporation

2.4. Translation of corporate terms

2.4.1. Deep of incorporation Diatopic variation: Constitutive and regulatory documents The US The UK

2.4.2. The articles of association Typical clauses Place of meetings Annual meetings Officers Resignations and removal Power of attorney to incorporate a company limited by shares Annual accounts

2.4.3. Does not follow a strict pattern The translation will be lexical

2.4.4. The sources of consultation of the legislations of some countries are not digital Specialized dictionaries, search engine tools and online dictionaries are very useful but don't prevent real reminology research