Professional Corporations

Non-Profit Corporations
Charitable, religious, educational, and scientific organizations typically form nonprofit corporations to provide limited liability for the people involved in their management. Incorporating your nonprofit association can help you to establish the legal protection that separates your personal savings and possessions from the activities of the corporation.

Though other types of nonprofit organizations exist, most of our customers seek 501(c)(3) tax-exempt status with the Internal Revenue Service (IRS). The Company Corporation can help you form a nonprofit corporation in Nevada, and then obtain your tax-exempt status with the IRS.

Nonprofit corporations that qualify for 501(c)(3) status enjoy the following advantages:
  • Personal asset protection and limited liability for directors, officers, and members
  • Tax Exemption from federal income tax as a charitable organization
  • Grant eligibility to receive private and public grants
  • Donors can make tax-deductible donations
  • Perpetual existence, even if a director leaves the business or passes away
  • Possible exemptions from property taxes
  • Application for special postage rates at a reduced cost

Benefit Corporation
Before making the decision to incorporate as or switch to a benefit corporation, it is important to understand what the bill requires and if this is the right business form for your company. The benefit corporation law allows for the creation of a new and voluntary corporate entity that will allow businesses to consider profit as well as society and the environment. This form of incorporation allows a business to balance fiduciary duty between its shareholders and stakeholders. These Benefit Corporations laws were passed to encourage business growth, provide options for entrepreneurs and to attract the sizable social impact investment community to create new opportunities for economic growth.

Benefit corporations have a new purpose that differs from traditional corporations. While traditional corporations have the single duty to maximize profit, benefit corporations have the increased purpose of considering society and the environment in addition to seeking a profit.
The corporate form consists of three main parts that are required for the entrepreneur/business owner to comply with in order to incorporate as a benefit corporation. These parts are as follows:

  1. The form requires that businesses incorporating as a benefit corporation must declare their commitment to creating general public benefit (defined as a “material, positive impact on society and the environment, taken as a whole, as assessed against a third- party standard, from the business and operations of a benefit corporation.”), and in some cases may be required to declare a specific benefit that the business produces.
  2. Conversion into and out of a benefit corporation form takes a supermajority vote of 2/3 of all classes of shareholders. This ensures a high level of agreement amongst the shareholders. (Especially relevant for businesses looking to amending articles of incorporation.)
  3. Each business is required to assess itself by a third-party standard to ensure that the benefit corporation is creating positive impact.

To ensure business accountability to creating material positive impact, the benefit corporation form requires directors to consider society and the environment. Additionally, the form provides shareholders with a private right of action to ensure their social impact investments are functioning according to the new purpose. These are much like the accountability elements of traditional corporations, however they include the consideration of society and the environment in addition to profit.

Benefit corporations are required to produce an annual Benefit Report, which is assessed against a third party standard. The statute describes the parameters of what to look for when picking a standard for the basis of the report. The benefit corporation statute also requires that annual benefit reports be made public and shared with shareholders. Finally, some states require that the benefit report be filed with or submitted to the state.

Professional Corporation
A professional corporation (PC) is a corporation of professionals. Some professionals are permitted to form corporations under specific regulations, to allow the professionals to have the benefit of a corporation while meeting ethical requirements. PC's function in much the same way as a limited liability partnership (LLP), but under the rules of incorporation rather than partnership.

A professional corporation may be organized only for the purpose of rendering one specific type of professional service and may not engage in any business other than rendering the professional service for which it was organized and services reasonably related thereto. A professional corporation may own real and personal property appropriate to its business and may invest its money in any form of real property, securities or any other type of investment.

A professional corporation may render a professional service only through its officers and employees who are licensed or otherwise authorized by law to render the professional service.