公司法章程细则

• 董事会会议记录对你有什么好处
• 你为什么需要会议记录
• 你的公司应该是S型公司吗?
• 拖欠工资按现行税率征税
• 与过去的雇主竞争时要谨慎
• Recent legislation authorizes the formation of Series LLCs

董事会会议记录对你有什么好处

重要的是，无论何时董事会开会, a record of the discussions is included in the corporate minutes. Minutes can be valuable in the following situations: acceptance of contracts, 批准合并, 贷款授权, 项目报告, 选举官员, 宣布派息, 以及遵守政府法规. 如果以后对这些问题中的任何一个产生争议, 会议记录可以用来帮助解决争议.

你为什么需要会议记录

Corporate minutes are records that could eventually save you and your company thousands of dollars. Corporate minutes can serve as the proof you need to back up your position if the IRS challenges an item on your return. Furthermore, they can help shield a business owner from personal liability for corporate debts. Corporate minutes are especially valuable in three areas: executive compensation, 收益累积, 以及董事会的讨论.

Because companies deduct compensation paid to corporate officers — salary, bonuses, etc., as a business expense — corporate minutes can justify the deductibility of compensation paid. 然而, if the IRS considers the compensation unreasonable (a disguised dividend) the deduction may be denied. To help avoid a denial describe the nature and complexity of each officer’s duties. Have the board of directors declare a dividend and specify the return on its capital investments. Set down the salaries of all officers and specify the procedures for salary adjustments and bonuses.

你的公司应该是S型公司吗?

If you are a business owner who is seeking liability protection without an extra level of taxation, you may wish to explore the establishment of an “S” corporation. Generally, an “S” corporation does not pay income tax at the corporate level. The corporation’s income is taxed on the individual shareholder’s tax return. 普通公司按公司收入纳税. 当公司将收入作为股息分配时, 公司股东要为股息纳税. Thus, there can be two levels of taxation in regular corporations.

S型公司确实有一些缺点. If a shareholder owns more than 2 percent of the corporation’s stock, certain fringe benefits provided for the shareholder-employee may be taxed to him as additional wages. 公司只能有一种股票, 限于35个股东, and generally must use a calendar year for tax accounting purposes. Before you make a decision, you should consult your CPA and have your CPA consult with this office.

拖欠工资按现行税率征税

美国国税局取得了胜利. The United States Supreme Court ruled in a unanimous decision that back pay awards are subject to federal taxes based on the year the money is paid out. The Internal Revenue Service argued that taxing the whole amount at one rate is much simpler than going back to figure out which old tax rates applied to what part of a lump-sum settlement.

The court’s decision affects Social Security and unemployment taxes on lump-sum labor settlements as well as other money that employers should have paid earlier but didn’t. 雇主对参与种族的奖励, 性, and other discriminatory actions are also a major source of such back pay.

与过去的雇主竞争时要谨慎

Noncompete or confidentiality provisions are used to discourage employees from stalling similar businesses. These statements are typically written into employment contracts. Few job candidates question them because they fear jeopardizing their employment prospects or because they don’t read the fine print. 然而，有时候这些协议是可以协商的.

当前雇员创办了一家竞争激烈的企业, the employer may claim it will usurp customer relationships or misappropriate confidential information. This results in a lawsuit against the owners of the new company. Some companies will file costly suits to enforce these contracts, to wear down their new rivals or to scare off other managers from following in their footsteps. Large corporations know how to play a lethal game of hardball and use their deep pockets to do so.

Many entrepreneurs don’t always think through the legal implications. Managers of large corporations thinking of striking out on their own should proceed with extreme vigilance. 当经济吃紧时，公司的保护意识更强.

Recent legislation authorizes the formation of Series LLCs

New enacted legislation authorizing the formation of Series LLC limits the liability of corporations. To understand how Series LLC work, compare them to small boxes that fit within one larger box. 每一个小盒子都是一个系列, and the liabilities of any particular series are enforceable only against the assets of that series. 除了, there is only one big box resulting in administrative expense savings versus forming separate administrative structures for each of the small boxes.

系列有限责任公司的一些主要特点是:

• Each series can be tied to specific assets with different members and managers.
• Each series can have its own business purpose permitting distributions independent of the other series.

One of the most obvious reasons for a Series LLC is for the holding of multiple parcels of small commercial or residential properties. Holding each parcel in a series insulates it from liabilities from other parcels. 零售店也可以从系列有限责任公司中受益. 除了, only a single state registration is required as a legal entity for tax filing purposes, and each series doesn’t need to file its own separate tax return.