1. After incorporation, you are not liable for the nurse registry's debts and liabilities. This is the most important aspect of a corporation. In a sole proprietorship and partnership, the owners are personally responsible for the debts and liabilities of the business. If the assets of the sole proprietorship or partnership cannot satisfy a debt, creditors can go after each owner's personal bank account, house, etc. to make up the difference. This is why it is important to incorporate, and then carry proper insurance. Please note that you will be liable for the nurse registry's debts:
   • If you personally guarantee a debt.
   • If personal funds are intermingled with corporate funds.
   • If your nurse registry fails to have director and shareholder meetings.
   • If your nurse registry has minimal capitalization or minimal insurance.
   • If your nurse registry fails to pay state taxes or otherwise violates state law.
2. A corporation has continuous life. The life of your nurse registry corporation, unlike that of a partnership or sole proprietorship, does not expire upon the death of its shareholders, directors or officers. As you get ready to retire, your legacy as a founder can live on through the nurse registry. In most cases, you can pass on your ownership to your children.
3. Ease of transfer. If you decide to sell your registry, you can transfer the ownership of the corporation without having to disrupt the usual flow of business.

1. Corporations can be expensive. Corporations cost more to set up and run than a sole proprietorship or partnership. For example, there are the initial formation fees, filing fees and annual state fees. These costs are partially offset by lower insurance costs.
2. Increased Paperwork and formalities. Your corporation can only be created by filing legal documents with the state, and as such you must adhere to technical formalities. These include holding director and shareholder meetings, recording minutes, having the board of directors approve major business transactions and corporate record-keeping. If these formalities are not kept, you risk losing the personal liability protection. While keeping corporate formalities is not difficult, it can be time-consuming.
3. Unemployment taxes. A shareholder-employee of a corporation is required to pay unemployment insurance taxes on his or her salary, whereas a sole proprietor or partner is not.

1. The location of the corporation. You can incorporate in any of the 50 states. Delaware is a popular choice because of its history, experience, recognition and pro-business climate, but it is recommended to incorporate in your home state. Doing so may save you money because corporations are required to register as a "foreign corporation" in each state where they do business. If you register in another state, you will most likely have to pay another person or corporation to act as your registered agent. If you incorporate in your home state, there is often no need to pay another person to serve as the registered agent.
2. Choosing a name for your nurse registry. The name of your corporation must end with "incorporated," "corporation," "corp." or "Inc." A name will not be accepted if it is likely to mislead the public or if it too closely resembles the name of another corporation formed in that state.
3. You need to decide on a Registered Agent. Your Registered Agent is the person designated to receive official state correspondence and notice if the corporation is "served" with a lawsuit. The registered agent must be either (1) an adult living in the state of formation with a street address (P.O. boxes are not acceptable) or (2) a corporation with a business office in the state of formation which provides registered agent services. One of the advantages of forming a corporation in your home state is that any officer or director can act as the registered agent.
4. You have to hold meetings. Your nurse registry is required to hold an annual meeting of shareholders to elect directors. The minutes of these meetings must be carefully maintained. If the corporation has only one or a few stockholders, it may make sense to hold the meetings by conference call or simply by having the stockholders sign a statement indicating what actions are approved.
5. Every incorporated nurse registry must issue stock. The most basic level of stock is called "common stock." Sometimes, there is another level of stock, known as "preferred stock." The preferred stock generally has greater rights over the common stock when it comes to receiving dividends and/or assets from the corporation. The articles of incorporation must state the maximum number of stock shares that can be issued by the corporation. There is no need to actually issue the maximum number of shares – you can issue a lesser number. There is no maximum on the number of shares that can be authorized, but be advised that some states base their annual corporation fee on the number of shares authorized. In some states, a value, known as the "par value," must be stated. This value is simply for accounting and tax purposes, since stock can be sold at whatever price a buyer is willing to pay. The corporation, however, cannot sell stock for less than its par value. And since some states base their annual corporation fee on the total par value of the stock, it is advisable to choose a low par value, such as $.01 or even $.001.

1. Keep things separate. It is important to keep the business and affairs of the registry separate from your personal affairs. This means setting up a separate bank account, maintaining separate records, and keeping separate books for accounting purposes.
2. Your nurse registry needs to hold periodic meetings, and shareholders must meet once per year to elect directors. Meetings can take place in person or by telephone. Either way, make a written record of the items discussed and actions approved at the meetings. Alternatively, you can just get all the directors (or a majority of the stockholders) to sign a statement approving corporate actions.
3. You must file the proper tax forms. Your nurse registry must obtain an Employer Identification Number (EIN), which is similar to an individual's social security number. An S-corporation is treated as a pass-through entity (such as a sole proprietorship or partnership) for tax purposes. S-corporations are thus not subject to double taxation. Moreover, the accounting for an S-corporation is generally easier than for a C-corporation. There are, however, certain restrictions placed on S-corporations:
   • The S-corporation must not have more than 75 stockholders. (A married couple is treated as one stockholder).
   • Each stockholder must be an individual who is a citizen or resident of the United States, or an estate or qualifying trust of such person.
   • The corporation must have only one class of stock. (However, voting differences within a class of stock are permissible).
   • The corporation must use the calendar year as its fiscal year unless it can demonstrate to the IRS that another fiscal year satisfies a business purpose.
   • Not more than 25% of the corporation's income can come from passive activities, such as annuities, dividends, rents, royalties, etc. If you wish to become an S-corporation, you must file Form 2553 with the IRS, and each stockholder of the corporation must sign the form. Your nurse registry must submit a tax return each year with the IRS. For corporations with a fiscal year ending December 31, tax returns are due on March 15. Although S-corporations do not pay federal taxes at the corporate level, they still must prepare a separate tax return. S-corporations file their returns on Form 1120S.

‚ Establish a corporate banking account. You will need a copy of your articles of incorporation and your Federal EIN

‚ Contact the Internal Revenue Service for information on filing your federal tax schedules. This will vary depending on the formation that you choose. You will also need to contact the Federal Government to obtain your Employer Identification Number (EIN)

‚ Find out about workers' compensation if you will have employees. If you decide on a Personnel Employer Organization (PEO), they should provide your Workers' Compensation Insurance.

‚ Order any required notices (advertisements you have to place) of your intent to do business in the community. You can receive a list of approved publications from the state corporation commission

‚ Get adequate business insurance. You will need General and Professional Liability Insurance

‚ Get tax information such as record-keeping requirements, guidelines for withholding taxes, information on hiring independent contractors, facts on estimating taxes, forms of organization, etc. Setting up Quick books with your CPA will keep you on the right track.

‚ Have business cards and stationery printed.

‚ Get an email address.

‚ Get your web site set up.

---