Corporations

At Jerry Long, Attorney at Law, we provide expert legal services to assist you in forming, managing, and protecting your corporation in Tennessee. We are dedicated to offering personalized support and professional guidance to ensure your corporation's success and compliance with all legal requirements.

Why Form a Corporation?

Forming a corporation offers several advantages, including:

• Limited Liability Protection: Shareholders’ personal assets are protected from business debts and liabilities.
• Perpetual Existence: A corporation continues to exist even if the ownership changes.
• Enhanced Credibility: Corporations often appear more credible to customers, suppliers, and investors.
• Access to Capital: Easier to raise capital through the sale of stock.

Types of Corporations

C Corporation

A C Corporation (C Corp) is the most common type of corporation. It offers significant benefits, including:

• Unlimited Growth Potential: Ability to raise capital through the sale of stock.
• Separate Legal Entity: The corporation is treated as a separate legal entity from its owners.
• Deductible Benefits: The corporation can deduct business expenses, including benefits like health insurance for employees.

However, C Corporations are subject to double taxation, where the corporation's profits are taxed, and shareholders are taxed again on dividends.

S Corporation

An S Corporation (S Corp) is a special type of corporation that allows profits to pass through to the shareholders' personal tax returns, avoiding double taxation. Benefits include:

• Pass-Through Taxation: Profits and losses pass through to shareholders, avoiding corporate-level taxes.
• Limited Liability Protection: Shareholders’ personal assets are protected from business debts and liabilities.
• Perpetual Existence: The corporation continues to exist even if ownership changes.

To qualify as an S Corporation, your business must meet specific IRS requirements, including having no more than 100 shareholders and only one class of stock.

Our Corporation Services

1. Corporation Formation

• Initial Consultation: We provide personalized consultations to discuss your business goals and determine if a C Corporation or S Corporation is right for you.
• Name Availability Search: We conduct thorough searches to ensure your desired business name is available and compliant with Tennessee state requirements.
• Articles of Incorporation: We prepare and file the Articles of Incorporation with the Tennessee Secretary of State.
• Bylaws Drafting: We draft comprehensive bylaws that govern the internal management of your corporation.
• EIN Application: We assist with obtaining an Employer Identification Number (EIN) from the IRS, essential for tax purposes and opening a business bank account.
• Initial Resolutions: We prepare initial resolutions to formalize the board of directors and corporate officers.
• S Corporation Election: For S Corporations, we assist with filing Form 2553 with the IRS to obtain S Corporation status.

2. Ongoing Compliance

• Annual Reports: We help you prepare and file your annual report with the Tennessee Secretary of State to maintain good standing.
• Corporate Minutes: We assist with the preparation and maintenance of corporate minutes for board and shareholder meetings.
• Registered Agent Services: We offer registered agent services to ensure you receive important legal documents and notices promptly.
• Compliance Audits: We conduct periodic audits to ensure your corporation adheres to state and federal regulations.

3. Business Transactions and Agreements

• Contract Drafting and Review: We draft, review, and negotiate contracts, including vendor agreements, employment contracts, and service agreements.
• Shareholder Agreements: We prepare shareholder agreements to outline the rights and obligations of shareholders.
• Mergers and Acquisitions: We provide legal support for mergers, acquisitions, and other significant business transactions.

4. Risk Management

• Liability Assessment: We conduct comprehensive liability assessments to identify potential risks and recommend strategies to mitigate them.
• Insurance Guidance: We provide advice on appropriate insurance coverage to protect your corporation’s assets and operations.

5. Dispute Resolution

• Litigation Services: Our skilled litigators represent your corporation in legal disputes, ensuring your rights and interests are protected.
• Mediation and Arbitration: We offer alternative dispute resolution services to resolve conflicts efficiently and amicably.

6. Business Growth and Expansion

• Capital Raising: We assist with legal aspects of raising capital, including private placements and public offerings.
• Franchising: We help you navigate the legal complexities of franchising your business.
• Regulatory Compliance: We ensure compliance with securities regulations and other applicable laws.

Contact Us

Ready to form or manage your corporation? Contact Jerry Long, Attorney at Law today to schedule a consultation and let us help you build a strong legal foundation for your corporation’s success.