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There is no problem with incorporationg even though you are not profitable. You can maintain the tax advantage in a couple of ways. If you create a LLC that is a pass through entity and you will record the profit or loss on the business on your personal tax return. You can get the same result if you make what is called a subchaptere S election. I strongly suggeets you contact an accountantn to go over these options. Neither is very costly or complicated. If I have answered all your questions, please rate my answer great service as thata is how I get credit. If the answer was particularly helpful you can grant a bonus.
No. LLC stands for limited liability company. If you want to have a LTD designation, you should be able to do that by creating a corporation and using the LTD designation instead of Inc. or Corp. You just make the subchapter S election. A subchapter S allows you be taxed like a partnership or sole proprietorship but still have the limited liability protection of a corporation. If I have clarified that please do not forget to highly rate my answer.
The articles of incorporation establish the maximum number of shares the corporation can issue. For example, you might have the corporation authorized to issue up to 10,000 shares of common stock that has a par value of $0.001 per share. If the corporation issued each of you and your wife 1,000 shares, you would each have to pay at least $10 for the 1,000 shares because you must pay at least the par value per share. If you each own 1,000 shares you would each own 50% of the company because only the shares that are issued and outstanding are counted for ownership purposes. If in the future you wanted to bring in other shareholders, you would not have to amend the articles of incorporation because you would only have issued 2,000 of the 10,000 shares it is authorized to issue. If that answers your questions please do not forget to rate my answer.
For a new corporation, you just select the par value and the number of shares the corporation will issue. People use low par values so they can issue more shares but still pay the minimum filing fee which is often based on the aggregate par value of the shares. When it comes to how much the shares will actually be sold for the par value is the lowest price. However, you can select a higher price per share. For a new company you would normally determine how much you need to put in the company to operate it and then determine how many shares you want to issue to raise that amount. So for example, suppose you need to raise $10,000 and you want to issue a total of 2,000 shares. You could make each share cost $5 and each shareholder who got 1,000 shares would pay $5,000 for those shares. The 2,000 shares get the $10,000 needed. If you have any more questions please let me know.
On #2 your shares would just be common shares, you do not need to refer to them as Unlimited. You also would put in that the number authorized is 100,000.
On the bank loan issue, you can just do the borrowing. But you need to put in some actual capital even if it is no more than the par value of the shares you issue. you must invest an amount equal to the par value so that the shares will not be subject to assessment by any creditors. That way your exposure is limited to the investment in the business.
The unissued shares just remain unissued and do not effect your percentage ownership of the company. As for the last entry you or your wife, whichever signs or both of you if both sien will be the incorporators. All your other entries are correct.
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