Business Formation | Incorporation | Chula Vista, CA

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Amelia Palomo & Associates Inc.- Accounting | Chula Vista, CA thin-line thin-line

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When you work with the confident professionals at Amelia Palomo & Associates, Inc., there's no need to feel overwhelmed at the thought of incorporating. We're here to help you complete the appropriate paperwork, so you can obtain your incorporation status quickly and efficiently.

When you work with us, you'll get reasonable rates on our incorporation services, and you also get personalized service. You'll always work with our experienced and professional staff. We're invested in your success, and when you work with us, we consider it a partnership. Contact us today to learn more.

  • Name reservation

  • Articles of incorporation

  • First minutes

  • By-laws

  • Employer identification number

  • Corporate kit

Looking to start a business? We can help

Get reasonable rates on our incorporation services

Our over-the-counter incorporating processing includes:

Don't take a chance with your business! Rely on us for your incorporation processing services.

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• Name Search

• Filing of the Fictitious Business Name

• Advertising of the Fictitious Business Name

• Employer Identification Number (if applicable)


We offer these as “same day” services to provide you with quick access to all your business licensing needs.


A Sole Proprietorship, also known as a Sole Trader or simply proprietorship, is a business entity that is both owned and run by one individual; there is no legal distinction between the owner and business. All profits and losses accrue to the owner (subject to taxation), and all assets and debts of the business are owned by proprietor. Thus, the owner has unlimited liability.


A Sole Proprietor may do business with a trade name other than his or her legal name. This also allows the proprietor to open a business account with banking institutions.


A C Corporation or (C Corp.) is a corporation in the United States that, for Federal income tax purposes, is taxed under 26 U. S. C.§ 11 and Subchapter C (26 U. S. C.§ 301 et seq.) of chapter 1 of the Internal Revenue Code. Most major companies (and many smaller companies) are treated as C corporations for federal income tax purposes. A Corporation must file under Subchapter C if it fails to meet any qualifying requirements for an S Corporation.


An S corporation, for United States federal income purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code. In general, S Corporations do not pay any income taxes. Rather, the corporation’s income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns, a concept called single taxation. If the corporation is taxed as a C Corporation, it will face double taxation, meaning both the corporation’s profits and the shareholder’s dividends will be taxed.


Limited Liability Company (LLC)


A Limited Liability Company (LLC) is a business structure allowed by state statute. Each state may use different regulations, and you should check with your state if you are

interested in starting a Limited Liability Company.


Owners of an LLC are called members. Most states do not restrict ownership, and so

members may include individuals, corporations, other LLCs and foreign entities. There is

no maximum number of members. Most states also permit "single-member" LLCs, those

having only one owner.


A few types of businesses generally cannot be LLCs, such as banks and insurance

companies. Check your state's requirements and the federal tax regulations for further

information. There are special rules for foreign LLCs.




Depending on elections made by the LLC and the number of members, the IRS will treat an LLC as either a corporation, partnership, or as part of the LLC's owner's tax return (a

"disregarded entity"). Specifically, a domestic LLC with at least two members is classified

as a partnership for federal income tax purposes unless it files Form 8832 and

affirmatively elects to be treated as a corporation. And an LLC with only one member is

treated as an entity disregarded as separate from its owner for income tax purposes (but

as a separate entity for purposes of employment tax and certain excise taxes), unless it

files Form 8832 and affirmatively elects to be treated as a corporation.


It is important to understand that limited liability does not imply owners are always fully protected from personal liabilities. Courts can and do pierce the corporate veil of LLCs when fraud or misrepresentation is involved, or under certain situations where the owner uses the company as an “alter ego.”

In the legal and commercial parlance of most countries, a general partnership, or simply a partnership, refers to an association of persons or an unincorporated company with the following major features:

•Created by agreement, proof of existence and estoppel.

•Formed by two or more persons

•The owners are all personally liable for any legal actions and debts the company may face.

It is a partnership in which partners share equally in both responsibility and liability.


A limited partnership is a form of partnership similar to a general partnership, except that in addition to one or more general partners (GPs), there are also one or more limited partners (LPs). Only one partner is required to be a limited partner.

The GPs are, in all major respects, in the same legal position as partners in a conventional firm, i.e. they have management control, share the right to use partnership property, share the profits of the firm in predefined proportions, and have joint liability for the debts of the partnership.


Similar to a general partnership, the GPs have actual authority as agents of the firm to bind all other partners in contracts with third parties that are in the ordinary course of the partnership’s business. As with a general partnership, “an act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership’s activities of the kind carried on by the limited partnership binds the limited partnership only if the act was authorized by all the other partners” (United States Uniform Limited Partnership Act § 402(b)).


Like shareholders in a corporation, LPs have limited liability, meaning they are only liable on debts incurred by the firm to the extent of their registered investment and have no management authority. The GPs pay the LPs a return on their investment (similar to a dividend), the nature and extent of which is usually defined in the partnership agreement.


Limited partnerships are distinct from limited liability partnerships, in which all partners have limited liability.


A limited liability partnership (LLP) is a partnership in which some or all partners (depending on the jurisdiction) have limited liability. It therefore exhibits elements of partnerships and corporations. In anLLP, one partner is not responsible or liable for another partner’s misconduct or negligence, an important difference from that of a limited partnership. In an LLP, some partners have a form of limited liability similar to that of the shareholders of a corporation. However, unlike corporate shareholders, the partners have the right to manage the business directly. The board organizes itself (under the laws of various state charters) and hires corporate officers who then have the legal responsibility to manage the corporation. An LLP also contains a different level of tax liability than a corporation.


Limited liability partnerships are distinct from limited partnerships in some countries, which may allow all LLP partners to have limited liability, while a limited partnership may require at least one unlimited partner and allow others to assume the role of a passive and limited liability investor. As a result, in these countries the LLP is more suited for businesses where all investors wish to take an active role in management.

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