business structure

January 20, 2014 By Wesley Jones

FORMING A CORPORATION IN NORTH CAROLINA

Forming a Corporation to start or operate a business in North Carolina can be beneficial to the business owners in two important ways: 1) it can help prevent the business owner from paying too much in federal and state income taxes and 2) it can help protect the business owners from incurring Personal Liability for acts carried out by the business.

So what are the main steps in forming a North Carolina Corporation?

You must select a Business Name and make sure that name is available for use in North Carolina.

You must file proper and complete Articles of Incorporation with the North Carolina Secretary of State.

Before filing the Articles of Incorporation, you must determine the number of shares the corporation will be authorized to issue (Issued Shares), the class of shares to be issued, who will serve as the Registered Agent, what will be the Registered Agent Address, and who will serve as the Incorporator.

After the Articles of Incorporation have been filed, must must hold an Organizational Meeting.

At the Organizational Meeting, you must elect Directors, appoint Officers, adopt a set of Bylaws, adopt a Corporate Seal, and issue Stock Certificates to the business owners (called Shareholders).

Before operating the business, you will want to apply for a Federal Identification Number (EIN Number) and State Identification Number for banking and tax purposes.

If you qualify and wish to be treated as an S-Corporation for tax purposes, you must complete and file IRS Form 2553.

Other Considerations: Should you file an Assumed Name Certificate? Do you need a Privilege License to operate your business? Do the business owners need a Shareholders Agreement? When should you file your first Annual Report with the North Carolina Secretary of State’s office? What Corporate Formalities should I follow to keep my corporation valid as a legal entity?

If you are planning to form a North Carolina Corporation, the foregoing topics are just a few that a business owner must successfully navigate through to begin operating a business. If you need help or advice, call an experienced Business Attorney. Call Wesley Scott Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Lawyer serving in Wilmington, North Carolina serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

The following are just a few of the Business Services that Wesley Scott Jones provides to clients: Forming new Corporations and Limited Liability Companies, drafting Articles of Incorporation, Articles of Organization, Shareholders Agreements, Organizational Minutes, Operating Agreements, Annual Meeting Minutes, Bylaws, Annual Reports, Assignments, Board of Director’s Meeting Minutes, Business Entity Startup and Formation, Representing clients who are Buying or Selling a Business, Business Dissolution and Liquidation, Contract Review and Drafting (including Non-Compete or Noncompetition Agreements, Confidentiality Agreements, and Nondisclosure Agreements), Due Diligence Research, Leases, Licensing, Non-Profit Corporations, Non-Solicitation Agreements, Professional Malpractice, Promissory Notes, and Regulatory Compliance.

November 13, 2013 By Wesley Jones

TIPS FOR BUSINESS STARTUPS IN WILMINGTON, NC

When taking the leap to start a business, it pays to have a few skilled professionals behind you. Although you may be a natural with managing finances and employees along with marketing and delivering the goods or services the firm will provide, there’s true piece of mind when all of the bases are truly covered. Local business attorney Wesley Scott Jones has helped hundreds of clients in the greater Wilmington area develop a blueprint for success.

As with most endeavors, creating a foolproof plan is key. With that idea in mind, please consider these tips for streamlining a business startup.

Hire an attorney, such as Wes, who is well versed in all aspects of business and contract law.
Hire a local accountant who is also familiar with the territory. As a business owner, you will discover that in the long run, having experts on your team in those two disciplines is priceless.

Next, your attorney and accountant will be able to advise and guide you on aspects such as:

Structuring your business entity
Registering with the local, state, and federal tax offices
Protecting yourself from deadbeat clients (See: Collection of Past Due Accounts)
Preparing for employee issues, such as Noncompetition Agreements, Independent Contractor Agreements, Employment Agreements, and defining your responsibilities to those individuals
Contract drafting
Draft and implement company policies, including terms of service, disclosure, and privacy matters
Financial aspects such as payroll, income tax forms, profit and loss statements

Please note that the above tips are merely suggestions and each company will have its own list of areas to address. Because every business is unique and laws and financial guidelines vary state by state and even county by county, having skilled professionals at your disposal is just the responsible thing to do.

Attorney Wesley Scott Jones would be happy to discuss more about the essential steps you’ll need to consider for your specific company. To schedule an appointment for a free consultation please give his office a call at now 910-256-5800.

Wesley Jones is a Business Lawyer serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

July 26, 2013 By Wesley Jones

Adding a DBA to an S-Corporation or LLC

As a business grows and evolves, it may become apparent that operating under a different name, or re-branding, may be beneficial. In that case, choosing a DBA may be the way to go.

To review, DBA stands for “doing business as.” In some states, this may be referred to as operating under a “trade name” or “assumed name.” Many business, and especially franchises, are set up this way.

S-corporations are taxed like partnerships and share the benefits of incorporation. The IRS limits the number of shareholders in this type of company to 100 or less. Next, consider Limited Liability Companies or LLCs. When set up under the proper guidelines, an LLC can be taxed like a partnership, which is an advantage.

If a business owner decides to add a DBA to an S-Corp or LLC, there are definite legal guidelines. Please note they vary slightly from state to state. That’s why it’s important to choose a qualified, licensed and experienced business attorney, such as Wesley Scott Jones, for such matters. Here’s a look at the steps involved:

A meeting with all of the shareholders and board of directors must be held. In order for the inclusion of the DBA to be approved, a majority must support the action. It is essential that the proceedings of this meeting are recorded in the minutes of the company’s official log.
Make sure that the selected DBA name does not conflict with another registered corporate name in your state or a federally registered name or trademark. This query involves checking with the U.S. Patent and Trademark Office and your secretary of state. Check their individual websites, for instructions on how to conduct these searches free of charge.
Because each state has different laws in the way DBAs are added, it is necessary to contact the Secretary of State where your company is registered. Either the Secretary of State’s office or the State Corporations Division office can guide you through the steps and required paperwork that must be completed before a DBA can be added to an S-Corp or LLC.
Next, new bank accounts must be established to avoid any confusion. The new accounts will need to include information about the full name of the S-Corp or LLC, plus details on the DBA name.
Finally, the name change must be filed with the IRS. Please note:
- ***On the Form 1120-S income tax return, check the “Name Change” box in Section 1, Line H-this is where you will write the new full name of the business. The original DBA name will be listed on the form’s “Name” line.

Your “employer id numbers,” or EIN will not change, because you are not forming a new business, just being added to an existing one.

If you have further questions or would like to discuss the pros and cons of adding your DBA company to an S-Corp or LLC, contact Wes Jones. To contact our directly, call 910-256-5800.

Learn more about our practice and the other types of cases we handle by visiting our wsjlaw.com.

The office is located in Lumina Station, just before the Wrightsville Beach drawbridge. The address is 1904 Eastwood Avenue, Suite 30.

June 28, 2013 By Wesley Jones

Expert Legal Counsel Can Help Protect Your Small Business

If you ask a successful business owner which two outside professionals are indispensable to the operation, the likely answer will be “my accountant and my attorney.” Why an accountant is beneficial to a small business is pretty straightforward. They can handle the ongoing financial aspects of doing business such as deciphering complicated tax forms, reviewing sales figures, managing expenses, and charting accounts.

When it comes to legal counsel, many small business owners hesitate to retain an attorney after the initial work is complete for the business start up. They typically feel that it is just not necessary to keep in touch with an attorney until there’s a problem. The hole in that approach is that retaining legal counsel can prevent problems from cropping up. Consider it this way: consulting an experienced local business attorney like Wes Jones is equal to the proverbial “ounce of prevention that’s worth a pound of cure.”

Here’s an example of how having legal counsel available comes in handy before problems arise. Attorney Jones can look over your standard contracts or new employee interview questionnaire and bring light to potential situations that could arise. For instance, you may not be aware of certain laws pertaining to anti-discrimination and innocently ask the wrong questions that could justify a lawsuit and big headaches!

Situations like that are why having a consultation arrangement with an attorney, such as Wes Jones is so vital for providing legal review and guidance. Other times when having an attorney on your team is a plus includes:

Forming a corporation – Although it is quite possible to file articles of incorporation without lawyers, the administrative side of managing the complex tax and legal requirements often requires the services of a corporate attorney. Also keep in mind that it may be simple enough to form a legal business entity such as an LLC or business partnership without legal help, however, forming a corporation with shareholders and a board is a more complex process.
Litigation – This can include dealing with lawsuits by current or former employees or customers, breach of contract matters, debt collection, discrimination or harassment lawsuits, environmental lawsuits, government investigations for legal violations, and a variety of other types of disputes.
Buying or Selling a Business – Attorney Jones has years of experience with negotiating sales agreements, lease agreements, and more.

To learn more about how Wes Jones can assist in your business operations, please schedule a consultation by calling 910-256-5800.

March 8, 2013 By Wesley Jones

Starting a Business in Wilmington NC

So, you have developed an innovative business plan, secured financial backing, found the ideal location, thought up a great name, designed a logo, and composed a help wanted ad for your future staff. As any business owner knows, it’s going to take much more to get your operation off the ground. At the law firm of Wesley Scott Jones, we can guide you through the legal processes involved with setting up a business, non-profit, limited liability company, or corporation.

Some of the most important considerations that Wilmington business owners must first decide on are how their operation will be set up in terms type and structure. There are several different strategies and we will be able to guide you to one that is the most advantageous for meeting your business objectives. As an experienced business attorney, Wes is very familiar with the legal aspects of what it takes for a successful sole proprietorship, partnership, LLC, non-profit, or full corporation. The type of structure you choose is often the key to which type of business entity you should select.

We can also discuss issues such as insurance, operating agreements, shareholder issues, non-compete clauses, and many other details today’s business owners must be aware of. Another aspect to be addressed, is the way a business is registered for tax purposes. We are very familiar with the N.C. state laws and local requirements for business registration and can discuss

The process of establishing a business also involves an operating license. Wes is knowledgeable as to what is necessary in the state of N.C. and in the Greater Wilmington area for the specific licensing regulations, based on the business structure. Since there are definite guidelines that govern how and where various businesses can operate, retaining the counsel of an attorney skilled in these matters is vital for any owner wishing to avoid fines, red tape, or any legal difficulties.

To learn more about topics such as these and many more that you should be aware of as a business owner or operator, please visit the Business Law section on the website of Wesley Scott Jones.

To contact the office of Wesley Scott Jones directly, please call 919-256-5800.

Learn More: