About Miller Vance & Thompson
Starting a new business or need help with an existing one? Dwayne, Matt and Rick can help you with a wide variety of business oriented services including the organization of a new business entity, maintenance of an existing business entity (such as annual renewals, annual minutes of meetings, etc.), acting as registered agent, assisting with various business transactions (such as a stock or asset sale/purchases, general contract issues, etc.), buyout agreements and more. It really is true that an ounce of prevention is worth a pound of cure, and adequate planning up front can help avoid major issues down the road. Common Questions Q. What types of business entities are available for me to use for purposes of business operations? A. Sole proprietorships, general partnerships, limited partnerships, limited liability companies, S corporations and C corporations are the most common business entities used to conduct business. Q. How do I know which business entity is most appropriate for my business? A. It depends upon the particular facts and circumstances surrounding your business operations and there are tax and non-tax factors to take into consideration. It is always a good idea to involve your accountant or other tax professional in this decision. Q. What is the difference between an S corporation and a C corporation? A. The designation of a corporation as an S corporation or a C corporation is relevant primarily for tax purposes, with S corporations taxed pursuant to subchapter S of the IRS Code, and C corporations taxed pursuant to subchapter C of the IRS Code. C corporations have to pay federal and state income taxes on all income earned by the corporation and the shareholders have to pay federal and state income taxes on all dividends paid to the shareholders by the corporation, so every dollar earned by the corporation and made available to its shareholders is essentially taxed twice (once at the corporate level and once at the shareholder level). S corporations are flow-through tax entities in which the income or loss of the corporation flows directly through to the shareholders and is only taxed once at the shareholder level without the corporation paying any corporate level income taxes. Q. Why aren’t all corporations organized and operated as S corporations in order to avoid the double taxation at the corporate level and the shareholder level? A. There are a number of limitations on the number and types of shareholders that can own stock in an S corporation. Most large companies do not qualify to be treated as S corporations but many small companies do qualify. Q. How many directors am I required by law to have on the Board of Directors for my corporation? A. The lesser of (i) three or (ii) the number of actual shareholders. For example, if your corporation has only one shareholder, you are only required by law to have one director, although you may choose to have more directors. Q. What is a registered agent? A. Each business entity registered with the Utah Division of Corporations is required to designate a registered agent who resides in Utah. The registered agent is the person who will receive official notices on behalf of the business entity such as annual renewal information from the Utah Division of Corporations, and the service of legal process associated with any lawsuits filed against the business entity. Q. What is an EIN? A. An EIN is the Employer Identification Number assigned to a business entity by the IRS. The EIN is essentially a federal tax identification number, and is something your company should have even if it does not have employees.
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