Incorporation

Bray & Long, PLLC has organized or incorporated hundreds of corporations and limited liability companies in North Carolina and South Carolina since its founding in 2002. Our attorneys are skilled in the creation of entities as simple as single-member marketing firms, and as complex as multi-member investment corporations.

Companies typically incorporate for one of three reasons: (1) to protect the owners from personal liability in the event that the company becomes subject to a claim or judgment; (2) to define the precise relationship among the owners in terms of rights, responsibilities and financial claims; and (3) to ensure that they are afforded every available tax advantage that might exist relative to being incorporated versus operating as an unincorporated entity or a sole proprietorship.

There are typically two types of entities recommended for small to mid-size business owners. First, there is the limited liability company, or LLC. A relatively new creation (the first LLC was created in 1993), the LLC is statutorily designed to require less corporate formalities than the corporation, while still affording protection of its owners from personal liability. We recommend the LLC for single-member companies, companies involved in the ownership in land and companies that do not anticipate the need to own an appreciable amount of equipment or inventory during their existence.

Second, there is the corporation. Corporations have been in existence since the 19th century, and require certain formalities such as annual meeting. Corporations are easier to manage when the company either is formed with or anticipates the addition of multiple owners and investors. Corporations may also allow for additional flexibility from a tax perspective.

There are two types of corporations that are typically employed by business owners – Subsection S corporations and Subsection C corporations. Subsection S corporations better serve small business owners, in that they allow for “pass-through taxation.” Subsection C corporations, on the other hand, are taxed at both the corporate level and the shareholder level (envision a publicly-traded company such as Bank of America – it is taxed as a corporation, and you, the shareholder, are taxed on your capital gains when and if you profit from your investment; in essence, double taxation). 

Bray & Long, PLLC charges a flat-fee for most North Carolina incorporations of $875.00. This fee includes everything the average company needs to begin conducting business: (1) Articles of Incorporation or Organization; (2) Employer Identification Number; (3) By-Laws or Operating Agreement; (4) Annual Meeting, with Minutes; (5) Corporate Book; (6) Corporate Seal; and (7) Form 2553 Submission, for Subsection S corporations.

Many companies, however, require additional work. Bray & Long, PLLC can handle all other matters needed by new companies, such as the creation of a private placement offering or the development of a sophisticated buy-sell agreement or succession plan. Do not entrust the creation of your company to an online service provider or a non-attorney. Contact Bray & Long, PLLC today to discuss our start-up services and how we can assist you in the creation and structure of your next venture.