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| Dedication | |
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| Introduction | |
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| Getting Started | |
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| Making the Choice to Incorporate | |
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| How Structure Impacts Your Business | |
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| A Brief Look at the Choices | |
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| Consider These Factors | |
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| Why Incorporating Is Better | |
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| Understanding the Disadvantages | |
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| Is It Time to Switch? | |
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| Meet the Different Corporate Types | |
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| "C" Means Regular | |
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| Making the "S" Election | |
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| Small Corporations Get Close Status | |
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| Professional Corporations | |
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| Not-for-Profit and Tax-Exempt | |
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| State Law Rules | |
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| Foreign or Domestic Is a State Distinction | |
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| The Best Things About Incorporating | |
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| Limited Liability | |
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| Tax Advantages | |
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| Access to Capital | |
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| The "Serious" Factor | |
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| Trouble-Free Transfers | |
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| Get Your Business Ready to Go | |
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| Test Your Ideas with a Business Plan | |
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| Transforming an Existing Business | |
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| Is Your Company Eligible for Regular Incorporation? | |
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| Coming Up with a Name | |
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| This Is Tricky, So Use a Lawyer | |
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| Add an Accountant to the Mix | |
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| Some Business Basics | |
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| Understanding Corporations | |
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| The People | |
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| Corporations Are "People" | |
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| Incorporators Get Things Going | |
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| Shareholders Are the Owners | |
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| The Board Directs Everything | |
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| Meet the Officers | |
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| The Paperwork | |
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| Articles of Incorporation | |
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| Corporate Bylaws | |
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| The Shareholders' Agreement | |
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| Keeping the Minutes | |
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| Corporate Resolutions | |
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| Stock Certificates | |
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| Taking Stock | |
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| Corporate Capital Structure | |
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| Different Types of Stock | |
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| Authorizing Shares | |
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| A Look at Par Value | |
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| Issuing and Selling Shares | |
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| What About Dividends? | |
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| Get to Know Securities Laws | |
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| Meet the SEC | |
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| Federal Securities Laws | |
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| State Securities Laws | |
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| The Basics of Exemptions | |
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| Private Offerings | |
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| Regulation D Is Your Friend | |
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| All About Limited Liability | |
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| What Is Limited Liability? | |
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| The Goal Is to Protect Yourself | |
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| More Liability Than You Realize | |
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| Corporations Provide a Shield | |
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| Some Things Are Not Covered | |
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| Piercing the Veil | |
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| Creating Your Corporation | |
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| The "Where" Decision | |
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| Why "Where" Matters | |
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| The Home-State Advantage | |
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| Setting Up in Delaware | |
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| Setting Up in Nevada | |
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| Interstate Business | |
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| Operating As a Foreign Corporation | |
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| Filing the Articles | |
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| Visit Your Secretary of State | |
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| Getting the Name Right | |
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| Information to Include | |
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| Choosing a Registered Office and Agent | |
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| Have Your Attorney Cross the T's | |
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| Filing Your Articles | |
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| Even More Paperwork | |
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| Signing in the Corporate Name | |
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| Licenses, Permits, and More | |
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| Retitling Assets | |
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| Set Up the Corporate Bank Account | |
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| The Corporate Records Book | |
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| How to Create the Bylaws | |
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| The Work Begins | |
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| The First Board Meeting | |
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| Issuing Shares | |
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| The First Shareholders' Meeting | |
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| Applying for "S" Status | |
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| The Case for Close Corporation Status | |
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| A Solid Shareholders' Agreement | |
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| Agreement Now Avoids Problems Later | |
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| Remember S-Corporation Restrictions | |
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| Different Regulations Govern Close Corporations | |
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| Voting Rules | |
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| The Basics of Buy-Sell Provisions | |
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| Situations in Which Shareholders Must Withdraw | |
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| How Much Are Your Shares Worth? | |
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| In the Absence of an Agreement | |
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| Maintaining Your Corporation | |
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| Corporate Formalities | |
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| Regular Board Meetings | |
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| Annual Shareholders' Meetings | |
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| Special Situations Call for Special Meetings | |
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| Taking a Vote | |
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| Keeping the Minutes | |
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| Filing Annual Reports | |
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| How to Avoid Penalties | |
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| The Importance of Preserving Limited Liability | |
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| The Advantages of Limited Liability | |
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| Why Your Corporation Needs Insurance | |
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| Keeping Things Separate | |
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| When the Veil Is Pierced | |
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| Charging Orders | |
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| Surviving Lawsuits | |
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| Day-to-Day Business Issues | |
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| The Business of Business Is (Mostly) the Same | |
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| Amending Your Articles of Incorporation | |
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| Maintain a Strong Corps of Professional Advisors | |
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| Determining Optimal Salaries | |
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| The Corporate Home-Office Advantage | |
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| Getting Additional Financing | |
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| Accounting Matters | |
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| What Kinds of Records Should You Keep? | |
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| Introduction to Basic Bookkeeping | |
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| Unique Corporate Transactions | |
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| A Special Equity Section | |
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| Financial Statements Track Success | |
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| Perform a Ratio Analysis | |
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| Leaving Your Corporation | |
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| Deciding When It's Time to Leave | |
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| Look Back at Your Shareholders' Agreement | |
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| Keeping It in the Family | |
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| Selling Your Business | |
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| Dissolving the Corporation | |
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| When Dissolution Is Involuntary | |
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| Taxes, Taxes, Taxes | |
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| Use the Tax Code to Your Advantage | |
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| Keep Abreast of Frequent Changes | |
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| Employee Compensation | |
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| Employee Stock Option Plans | |
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| Deductible Benefits | |
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| Income Splitting | |
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| Keep It In or Pay It Out? | |
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| The Corporate Tax Year | |
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| Regular Corporate Income Taxation | |
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| How C Corporations Are Taxed | |
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| Understanding Corporate Tax Rates | |
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| A Multitude of Tax Advantages | |
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| Some Distinct Tax Disadvantages | |
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| Qualified Small Business Stock | |
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| S-Corporation Income Taxation | |
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| Special Issues for S-Corporation Shareholders | |
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| Individual Tax Rates Matter More | |
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| Pass-Through Taxation | |
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| Understanding Basis | |
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| The Benefits and Drawbacks | |
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| The Impact of Shareholder Loans | |
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| Other Types of Tax Issues | |
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| Flat Tax for Personal-Service Corporations | |
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| Federal Corporate Tax Penalties | |
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| Tax Effects When Converting to a Corporation | |
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| State Tax Issues | |
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| Employee-Based Taxes | |
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| Sales Taxes | |
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| Special Rules for When You Sell Your Shares | |
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| Retirement Plans | |
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| Why Set Up a Retirement Plan? | |
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| Choosing the Right Plan | |
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| 401(k) Plans | |
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| Simple Plans | |
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| The SEP-IRA | |
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| Profit-Sharing Plans | |
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| Target Benefit Plans | |
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| Employee Stock Ownership Plans | |
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| Glossary | |
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| State Business Development Office Contact Information | |
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| Index | |