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Tables of Contents for How to Form a California Professional Corporation
Chapter/Section Title
Page #
Page Count
Introduction
Background Information on California Corporations
Different Ways of Doing Business
1
3
Sole Proprietorship
1
1
Partnership
1
2
The Corporation
3
1
Kinds of Corporations
4
1
Nonprofit Corporations
4
1
Profit Corporations
5
1
Corporate Powers
5
1
Corporate People
6
1
Incorporators
6
1
Directors
6
2
Officers
8
2
Shareholders
10
 
The Professional Corporation
Introduction
1
1
Professions Required to Incorporate as Professional Corporations
1
1
Why Become a Professional Corporation?
2
1
How Will Your Corporation Be Set Up?
2
1
California Law Covering Professional Corporations
3
1
What Agency Supervises Your Profession?
3
1
Specific Requirements Covering the Incorporation of Your Profession
3
 
Advantages, Disadvantages, and Other Considerations
Advantages
1
11
Limited Liability
1
2
Taxation
3
6
Fringe Benefits
9
1
Establishing Order in Your Business
10
1
Formality
10
1
Perpetual Existence
10
1
New Tax Year
11
1
Disadvantages
12
1
Paperwork
12
1
Costs
12
1
Other Incorporation Considerations
13
1
Capitalization
13
3
Piercing the Corporate Veil (If you want to be treated like a corporation, it's best to act like one)
16
1
Reallocation of Income
17
1
Paying Yourself Too Much Salary
18
1
Accumulated Earnings Credit
18
1
Personal Holding Company Penalty
19
1
Federal S Corporation Tax Status
20
5
Corporate Accounting Periods and Tax Years
25
3
Becoming a Close Corporation
28
1
Sale of Stock
28
1
Dividends
29
1
Section 1244 Stock
29
1
IRC Section 351 Tax-Free Exchange Treatment of Your Corporation
30
4
Tax and Financial Considerations When Incorporating a Prior Business
34
2
Dissolution of the Corporation
36
 
Specific Requirements for Professionals Who Incorporate
Licensing
1
1
Certificate of Registration
2
1
Names
2
1
Who May Be Shareholders?
3
1
Who May Be Directors and Officers
3
1
Directors
3
1
Officers
3
1
Transferring Shares
4
1
Security for Malpractice
5
1
Reports
5
1
The Professional Corporation Stock Qualification Exemption
6
1
Federal Securities Law
6
 
Retirement Plans
Introduction
1
1
Individual Retirement Arrangement (IRA)
2
1
Keogh
3
1
SEP (Simplified Employee Pension Plans)
3
1
Corporate Retirement Plans
3
2
Defined Benefit (Pension) Plan---Fixed Plan
4
1
Defined Contribution (or Money-Purchase Pension) Plan
4
1
Targeted Benefit Pension Plans
5
1
Profit Sharing Plans
5
1
Borrowing Under a Corporate Plan
5
1
The Retirement Plan and Employees
6
1
Top-Heavy Plans
6
1
Cafeteria Plans and 401(k) Plans
6
1
Where do you go for a Pension Plan? (Whether IRA, Keogh, SEP, or Corporate)
7
 
Steps to Form a Professional Corporation
Choose a Name
2
3
Prepare Articles of Incorporation
5
2
File Your Articles of Incorporation
7
2
Make Copies
7
1
Pay Fees
7
2
Send in Articles and Fees
9
1
Order Corporate Seal and Set Up a Corporate Records Book
9
1
Order Stock Certificates or a Corporate KTT
10
1
Prepare the Bylaws
10
2
Hold the First Meeting of the Board of Directors
12
1
Prepare the Minutes of the Meeting
12
6
Fill in Waiver of Notice and Consent to Holding of First Meeting
13
1
Fill in the First Page of the Minutes of the First Meeting of the Board of Directors
13
1
Fill in Pages 2 and 3 of the Minutes of the First Meeting
13
1
Fill Out Pages 4--6 of the Minutes of the First Meeting
13
1
Fill Out Last Page of Minutes
14
1
Fill Out Pages 7--13 of the Minutes of the First Meeting
14
3
Include Pages 14--16 of the Minutes of the First Meeting
17
1
Include Page 17 of the Minutes of the First Meeting
18
1
Issue Shares of Stock
18
10
If Applicable, Comply With California's Bulk Sales Law
18
1
Taking Title to Stock
19
1
Filling Out the Stock Certificate
19
1
Distributing the Stock Certificates
20
8
File Your Certificate of Registration (If Required)
28
 
After Your Corporation Is Organized
Final Formalities after Forming Your Corporation
1
3
File California Annual Domestic Stock Corporation Statement
1
1
File and Publish Fictitious Business Name Statement (If Appropriate)
2
1
File Final Papers on Prior Business
3
1
Notify Creditors and Others of Dissolution of Prior Business
4
1
Tax Forms---Federal
4
4
S Corporation Tax Election
4
1
Federal Identification Number
5
1
Employee's Withholding Certificates
5
1
Income and Social Security Tax Withholding
5
1
Quarterly Withholding Returns and Deposits
6
1
Annual Wage and Tax Statement
6
1
Federal Unemployment Tax
6
1
Corporate Income Tax Return
7
1
S Corporation Income Tax Return
7
1
Corporate Shareholder and Employee Returns
7
1
Estimated Corporate Income Tax Payments
8
1
Tax Forms---State
8
3
Corporate Estimated Tax Return
8
1
Annual Corporate Franchise Tax Return
9
1
Employer Registration Forms
9
1
State Withholding Allowance Certificate
9
1
Personal Income Tax Withholding
9
1
California Unemployment and Disability Insurance
10
1
Withholding Returns
10
1
Annual Wage and Tax Statement
10
1
Annual Reconciliation of Income Tax Withholding Forms
10
1
Sales Tax Forms
11
1
Workers' Compensation
11
1
Private Insurance Coverage
12
 
Lawyers and Accountants
Lawyers
1
1
Accountants
2
 
Appendix 1 Secretary of State Contact Information Name Availability Inquiry Letter Name Reservation Request Form Cover Letter to Secretary of State Articles of Incorporation
Appendix 2 Bylaws
Appendix 3 Waiver of Notice and Consent to Holding of First Meeting of Board of Directors Minutes of First Meeting of Board of Directors Stock Issuance Receipts
Appendix 4 Special Provisions for Professional Corporations
Appendix 5 How to Use the CD-ROM Forms on the CD-ROM