Corporation, Limited Liability Company & Small Business Services
A corporation is a legal entity created through the laws of its state of incorporation. Individual states have the power to establish laws relating to the creation, organization and dissolution of corporations. Many states follow the Model Business Corporation Act as does Mississippi. Corporation laws require articles of incorporation to document the corporation's creation and to provide provisions regarding the management of its business affairs. These statutes also operate under the assumption that each corporation will adopt bylaws to define the rights and obligations of officers, persons and groups within its structure.
There has also been a significant component of Federal corporations law since Congress passed the Securities Act of 1933, which regulates how corporate securities are issued and sold. Federal securities law also governs requirements of fiduciary conduct such as requiring corporations to make full disclosures to shareholders and investors.
The law treats a corporation as a legal "person" that has standing to sue and be sued, distinct from its stockholders. The legal independence of a properly formed and maintained corporation prevents shareholders from being personally liable for corporate liabilities and obligations. It also allows stockholders to sue the corporation through a derivative suit and makes ownership in the company (shares) easily transferable. The legal "person" status of corporations gives the business perpetual life; deaths of officers or stockholders do not alter the corporation's structure.
Corporations are taxable entities that fall under a different scheme from individuals. Although ordinary "C" corporations have a "double tax" problem - both corporate profits and shareholder dividends are taxed - corporate profits are taxed at a lower rate than rates for individuals.
However, many smaller corporations elect to be taxed as Sub-chapter S corporations, which prevents the double taxation problem. Limited Liabilities Companies are an alternate form of organization which offers the members liability protection while avoiding corporate taxes, since for tax purposes as LLC is normally treated as a partnership, with "pass - through" tax treatment.
Depending on the purpose of the entity, different types of "corporate" entities may be preferable for tax reasons, liability reasons, and simplicity of operation. We can advise you on the best choice of entity to serve your needs and provide ongoing consultation in the proper handling of corporate matters.
From among the firm’s experienced lawyers and attorneys we offer a wide range of business and financial related services. We have at least one lawyer or attorney whose area of special focus includes: business organization & corporate practice, contracts & contract law, litigation lawsuits, negotiation in preparation of sales agreements, negotiation in preparation of construction contracts, and negotiation in closing of real estate transactions. From our office in Hattiesburg we represent clients from Magee Laurel Columbia Meridian Collins Wiggins Poplarville Picayune Prentiss Richton Forrest Lamar Jones Marion Covington Simpson Lauderdale Stone Pearl River Jefferson Davis Perry Mississippi MS.