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What is a Corporation's Board of Directors ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
The Board of Directors is essentially the management body for the corporation. Responsibilities of the Board of Directors include establishing all business policies and approving major contracts and undertakings. The Board may also elect the President. Ordinary business practices of the corporation are carried out by the Officers and employees under the directives and supervision of these Directors. The Directors must act collectively for their votes and decisions to be valid. That is why Directors may only act at a Board of Directors meeting. The meeting requires certain formalities. One such formality is that the Directors must all be notified of the upcoming meeting in a prescribed manner. This can be waived or provided for in the corporation's Articles of Incorporation or Bylaws.
For a Directors' meeting to be valid, there must also be a Quorum of Directors present. A Quorum is usually a majority of the Directors then serving on the Board. The Bylaws may specify another minimum number or percentage. The Board of Directors must meet on a regular basis, usually monthly or quarterly, but in no case less than annually. These are the regular Board meetings. The Board may also call Special Meetings for matters that may arise. Boards may call a special shareholders' meeting by adopting a resolution stating where and when the meeting is to be held and what business is to be transacted. The first meeting of the Board of Directors is important because the Bylaws, the Corporate Seal, Stock Certificates and Record Books are adopted. Board members, like officers, have a fiduciary duty to act in the best interests of the corporation and cannot put their own interests ahead of the corporation's. The Board must also act prudently and not negligently manage the affairs of the corporation. The Board must make certain that it properly exercises its authority in managing the corporation and does not abrogate its responsibilities to others.
This means that the board must be very careful to document that each Board action was reasonable, lawful and in the best interests of the corporation. The record or Corporate Minutes of the meeting must include the discussions or statements to support the Board action and must detail why the action was proper.
What is a Corporate Officer?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
Most jurisdictions allow the same person to act in different capacities. Generally, There are up to 6 officers. President, Vice President, Treasurer, Secretary or clerk, Assistant Secretary, Assistant Treasurer.
Although most jurisdictions allow one person to serve in all capacities, the person's responsibility and authority changes through the different officer ships the person assumes.
The President is typically responsible for entering into contracts on behalf of the corporation, the Treasurer is responsible for maintaining and accounting for corporate funds, and the Secretary is responsible for observing corporate formalities and maintaining corporate records. In addition to these required officer positions, a corporation may also have vice presidents and assistant secretaries or assistant treasurers.
Generally, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.
The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts.
Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day to day basis. The Secretary is typically responsible for maintaining the corporate records.
Although most jurisdictions allow one person to serve in all capacities, the person's responsibility and authority changes through the different officer ships the person assumes.
The President is typically responsible for entering into contracts on behalf of the corporation, the Treasurer is responsible for maintaining and accounting for corporate funds, and the Secretary is responsible for observing corporate formalities and maintaining corporate records. In addition to these required officer positions, a corporation may also have vice presidents and assistant secretaries or assistant treasurers.
Generally, the authority and responsibilities of each officer is described in the corporate bylaws and may be further defined by an employment contract or job description.
The President has the overall executive responsibility for the management of the corporation and is directly responsible for carrying out the orders of the board of directors. He or she is usually elected by the board of directors.
The Treasurer is the chief financial officer of the corporation and is responsible for controlling and recording its finances and maintaining corporate bank accounts.
Actual fiscal policy of the corporation may rest with the Board of Directors and be largely controlled by the president on a day to day basis. The Secretary is typically responsible for maintaining the corporate records.
What is a Registered Agent ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
Most jurisdictions require that the corporation designate a registered agent for Service of Process. Generally, anyone who has a street address within the state of incorporation may act as a registered agent for the corporation. PO Boxes are not allowed to be used for a registered Agent. Most tax notices are sent to the Registered agent.
Investments & Financial Planning
What are inflation indexed US Treasuries ?
Asked Tuesday, December 26, 2000 by an anonymous userCPA Answer:
US Treasuries are bonds that their value is increased yearly to keep up with inflation. They are thus designed to cut out the inflation risk of an investment. Inflation-indexed bonds pay a periodic coupon that is equal to the product of the inflation index and the nominal coupon rate. The relationship between coupon payments, breakeven inflation and real interest rates is given by the Fisher equation. A rise in coupon payments is a result of an increase in inflation expectations, real rates, or both.
Where can I find the per diem away from home meals and lodging rates for foreign countries ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
The Foreign Per Diem Rates are available on the Internet at: http://www.state.gov/www/perdiems/.
Do I need to withhold taxes on wages to a Babysitter, Nanny or Maid I hired to care for my children in my home ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
Household employees include baby sitters, nannies, housekeepers, drivers, caretakers, health aids, private nurses, maids, gardeners, and others who work in or around your private residence as your employees.
Household workers who are under age 18 during any part of the calendar year are exempt from the FICA tax for the entire year even if the wages exceed $1,800 if the household employment is not their principal occupation.
A full time student is considered a full time occupation. Workers you get from an agency are not your employees if the agency is responsible for who does the work and how it is done. Self-employed workers are not considered your employees. if you paid a household employee cash wages of $1,800 or more in a calendar year, you generally must withhold social security and Medicare taxes from all cash wages you pay to that employee.
Household employers must file IRS Schedule H to pay the social security and federal unemployment tax and any withheld federal income taxes. A household employer is not required to withhold federal income tax from a household employee's wages.
Federal income tax withholding occurs if the employee requests and the employer agree.
Household workers who are under age 18 during any part of the calendar year are exempt from the FICA tax for the entire year even if the wages exceed $1,800 if the household employment is not their principal occupation.
A full time student is considered a full time occupation. Workers you get from an agency are not your employees if the agency is responsible for who does the work and how it is done. Self-employed workers are not considered your employees. if you paid a household employee cash wages of $1,800 or more in a calendar year, you generally must withhold social security and Medicare taxes from all cash wages you pay to that employee.
Household employers must file IRS Schedule H to pay the social security and federal unemployment tax and any withheld federal income taxes. A household employer is not required to withhold federal income tax from a household employee's wages.
Federal income tax withholding occurs if the employee requests and the employer agree.
I started a new business . Where do I find information on how to file Forms W-2 ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
W-2 forms should be furnished to your employees by January 31. It is your responsibility as an employer to file Forms W-2 with the Social Security Administration (SSA) for your employees which will show the wages paid and taxes withheld for the year. You must send Copy A to the SSA with Form W-3 by February 28. Form W-3 is a summary form that shows the total of all W-2's being sent. Go to the IRS website http://www.irs.ustreas.gov/prod/forms_pubs/forms.html or get Publication 15, Circular E, Employer's Tax Guide or Forms and publications can be requested by calling 1-800-829-3676.
I started a new business . Where do I find information on how to file Forms W-2 ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
W-2 forms should be furnished to your employees by January 31. It is your responsibility as an employer to file Forms W-2 with the Social Security Administration (SSA) for your employees which will show the wages paid and taxes withheld for the year. You must send Copy A to the SSA with Form W-3 by February 28. Form W-3 is a summary form that shows the total of all W-2's being sent. Go to the IRS website or get Publication 15, Circular E, Employer's Tax Guide or Forms and publications can be requested by calling 1-800-829-3676.
Where do I find information on how to file Forms W-2 ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
W-2 forms should be furnished to your employees by January 31. It is your responsibility as an employer to file Forms W-2 with the Social Security Administration (SSA) for your employees which will show the wages paid and taxes withheld for the year.
You must send Copy A to the SSA with Form W-3 by February 28.
Form W-3 is a summary form that shows the total of all W-2's being sent. Go to the IRS website or get Publication 15, Circular E, Employer's Tax Guide or Forms and publications can be requested by calling 1-800-829-3676.
You must send Copy A to the SSA with Form W-3 by February 28.
Form W-3 is a summary form that shows the total of all W-2's being sent. Go to the IRS website or get Publication 15, Circular E, Employer's Tax Guide or Forms and publications can be requested by calling 1-800-829-3676.
What is the basis of property I received as a gift ?
Asked Friday, December 22, 2000 by an anonymous userCPA Answer:
To figure the basis of property you get as a gift, you must know its adjusted basis to the donor just before it was given to you. You also must know it’s fair market value (FMV) at the time it was given to you and any gift tax paid on it.
Generally, the basis to the done is the same as in the hands of the donor at the date of the gift.
The basis to determine if there is a loss on the sale of a gift is the value as in the hands of the donor at the date of the gift or the fair market value Whichever is lower.
There is no gain or loss on a sale of a gift when the selling price is less than the basis for the gain and more than the basis for the loss calculation.
The basis of property received is increased by the amount of gift tax attributable to the net appreciation in value of the gift. The net appreciation is the amount by which the fair market value of the gift exceeds the donor's adjusted basis immediately before the date of the gift.
Speak to your local CPA to determine the gain or loss calculation on the sale of an asset that was received as a gift.
Generally, the basis to the done is the same as in the hands of the donor at the date of the gift.
The basis to determine if there is a loss on the sale of a gift is the value as in the hands of the donor at the date of the gift or the fair market value Whichever is lower.
There is no gain or loss on a sale of a gift when the selling price is less than the basis for the gain and more than the basis for the loss calculation.
The basis of property received is increased by the amount of gift tax attributable to the net appreciation in value of the gift. The net appreciation is the amount by which the fair market value of the gift exceeds the donor's adjusted basis immediately before the date of the gift.
Speak to your local CPA to determine the gain or loss calculation on the sale of an asset that was received as a gift.