Corporation: What It Is and How to Form One (2024)

What Is a Corporation?

A corporation is a legal entity that is separate and distinct from its owners. Under the law, corporations possess many of the same rights and responsibilities as individuals. They can enter contracts, loan and borrow money, sue and be sued, hire employees, own assets, and pay taxes.

A corporation's distinguishing characteristic is limited liability. Shareholders profit through dividends and stock appreciationbut are not personally liable for the company's debts. Almost all large businesses are corporations, including Microsoft Corp. and Coca-Cola Co. Some corporations do business under their names and separate business names, such as Alphabet Inc., which does business as Google.

Key Takeaways

  • Corporations possess many of the same legal rights and responsibilities as individuals.
  • Limited liability of a corporation means that its shareholders are not personally responsible for the company's debts.
  • A corporation may be created by an individual or a group of people.

Incorporation

A corporation is created when it is incorporated by a group of shareholders with a common goal who share ownership represented by their holding of stock shares. Corporations may return a profit to their shareholders. However, some corporations, such as charities or fraternal organizations, are nonprofit or not-for-profit.

A private or "closed corporation" may have a single shareholder or several. Publicly-traded corporations have many shareholders. In the U.S., corporations are created and regulated by state laws. Public corporations are regulated by federal law through the Securities and Exchange Commission (SEC).

Both a limited liability company (LLC) and a corporation offer similar legal advantages to their owners: they cannot be held personally liable for the debts of either entity.

Legal Requirements

Each state has laws regarding incorporation. Most states require the owners to file articles of incorporation with the state and then issue stock to the company's shareholders. The shareholders elect the board of directors in an annual meeting.

Turning a private corporation into a public corporation is complex, as it falls under federal laws requiring full and public disclosure of financial information to potential shareholders and the government.

Operating a Corporation

The shareholders of a corporation typicallyreceiveone vote per share and may hold an annual meeting during which they elect a board of directors. The board hires and oversees the senior management responsible for the corporation's day-to-day activities.

The board of directors executes the corporation's business plan. Although the members are not personallyresponsible for the corporation's debts, they owe a duty of care to the corporation and can incur personal liabilities if they neglect this duty. Some tax statutes also provide for the personal liabilities of the board of directors.

Liquidating a Corporation

The incorporation can be ended using the process called liquidation. This may be a voluntary decision to cease operations or may be forced by the financial collapse of the business. A company appoints a liquidator who sells the corporation's assets. The company pays any creditors and distributes any remaining money to the shareholders.

An involuntary liquidation is triggered by the creditors of a corporation that has failed to pay its bills. If the situation cannot be resolved, it is followed by a filing for bankruptcy.

What Is a Corporation vs. a Business?

Many businesses are corporations, and vice versa. A business may seek to incorporate existing as a legal entity separate from its owners. This means that the owners cannot be held responsible for the debts of the corporation. It also means that the corporation can own assets, sue or be sued, and borrow money.

How Is a Corporation Formed?

To form a corporation in the U.S., it is necessary to file articles of incorporation with the state in which it will be registered. The details vary from state to state.

What Is the Difference Between a Limited Liability Company and a Corporation?

Both a limited liability company (LLC) and a corporation offer similar legal advantages to their owners: they cannot be held liable for the debts of either entity. LLCs have a tax advantage in that they are "pass-through," with profits and tax responsibility passed to the owners rather than paid by the LLC. LLCs are governed by an operating agreement that sets out the roles and responsibilities of its members, and establishing an LLC is relatively straightforward. By comparison, a corporation elects a board of directors, conducts annual meetings, and adopts bylaws.

The Bottom Line

A corporation may be formed by an individual or group with a shared goal and can be a for-profit or not-for-profit entity. Corporations possess many of the same legal rights and responsibilities as individuals. The limited liability nature of a corporation means that its shareholders are not personally responsible for the company's debts.

Corporation: What It Is and How to Form One (2024)

FAQs

Corporation: What It Is and How to Form One? ›

A corporation is created when it is incorporated by a group of shareholders with a common goal who share ownership represented by their holding of stock shares.

What is a corporation and how is it formed? ›

A corporation is created when it is incorporated by a group of shareholders with a common goal who share ownership represented by their holding of stock shares.

What is the definition of a corporation? ›

Definition of corporation

A corporation is a legally established entity that can enter into contracts, own assets and incur debt, as well as sue and be sued—all separately from its owner(s). Because it is defined by law, a corporation can technically exist forever.

What are the 3 steps in forming a corporation? ›

In fact, the process can be accomplished in just three easy steps.
  • Select and reserve a name for your business entity. The first step in the incorporation process involves selecting a name for your corporation. ...
  • Retain a registered agent. ...
  • Prepare and file articles of incorporation.

How were corporations formed? ›

Historically, corporations were created by a charter granted by the government. Today, corporations are usually registered with the state, province, or national government and regulated by the laws enacted by that government. Registration is the main prerequisite to the corporation's assumption of limited liability.

What is the difference between and LLC and corporation? ›

The biggest difference is that corporations have “shareholders” and LLCs have “members.” Corporations tend to have many owners, while LLCs are now the most common small business entity type.

How does a corporation make profit? ›

All of the money collected by a corporation during the reporting period from services rendered or sales of a product is considered top-line revenue. From revenue, a company will pay its expenses. Money left after expenses are paid is considered to be the company's profit.

What is the main purpose of a corporation? ›

Today, the standard answer is that a corporation's purpose is to benefit its shareholders – academics speak of the “shareholder primacy norm,” and many talk of corporate managers' task as “shareholder wealth maximization.” Even apparently selfless corporate acts, such as charitable donations, are justified as ...

What's the difference between a company and a corporation? ›

Furthermore, corporations are usually owned by multiple people and the ability to exchange ownership is easy, while companies can be owned by one individual and ease of transferring ownership depends on the business structure.

Who are the owners of a corporation? ›

Shareholders are actual owners of a corporation, while the board of directors manages the corporation.

What are the benefits of starting a corporation? ›

8 Benefits to Starting a Corporation
  • Asset Protection Through Limited Liability. ...
  • Creation of Corporate Identity. ...
  • Perpetual Life for the Business. ...
  • Transferability of Ownership. ...
  • Ability to Build Credit and Raise Capital. ...
  • Flexibility With the Number of Owners. ...
  • Tax Savings. ...
  • No Attorneys Fees.

How many owners does a corporation have? ›

The owners in a corporation are referred to as shareholders; if operating as a C corporation, there can be an unlimited amount of owners. However, if operating an S corporation, which is a subset of a C corporation, then there can only be a maximum of 100 owners.

How easy is it to form a corporation? ›

Forming a corporation is more complicated and more expensive than forming a sole proprietorship or a simple partnership because you must file paperwork with the Secretary of State in the formation state. (This is also true if you operate as a limited liability company.)

What are the pros and cons of a corporation? ›

Advantages of a corporation include personal liability protection, business security and continuity, and easier access to capital. Disadvantages of a corporation include it being time-consuming and subject to double taxation, as well as having rigid formalities and protocols to follow.

What is an example of corporation? ›

Apple Inc., Walmart Inc., and Microsoft Corporation are all examples of corporations.

What is the legal life of a corporation? ›

Second, a corporation has an unlimited life. Because the corporation is a separate legal entity, the corporation will continue to exist even if the shareholders die, directors or officers leave the business, or if the ownership of the business changes.

Who owns a corporation and how do they own it? ›

Shareholders are actual owners of a corporation, while the board of directors manages the corporation. The law acknowledges a corporation as a completely separate, legal entity.

What makes your business a corporation? ›

A corporation, sometimes called a C corp, is a legal entity that's separate from its owners. Corporations can make a profit, be taxed, and can be held legally liable. Corporations offer the strongest protection to its owners from personal liability, but the cost to form a corporation is higher than other structures.

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