View Full Version : Incorporation Question

10-18-2009, 02:45 PM
Hello all,

I currently work in the capacity of a creative consultant for a small S-corp production company. My primary source of income, however, comes from my freelance photography.

What Iím wondering is this:

Can I form a brand within that S-corp company which is able to write and receive checks from the brand name, but have the financial activity effect the standing of the parent company?

In effect, I want to create a photography studio within the Creative Consultants s-corp.

This setup would offer me legal protection, simpler taxes, and letís be frank: clients wonít hire a consulting firm to do wedding photography. Brand name is important.

Thank you for your assistance.

10-18-2009, 02:58 PM
I'm not the one to answer your legal questions, but we do have members here who can, and should be along shortly to help.

From a branding perspective, I think you've made a good decision even if it requires setting up a new scorp or llc. Since this was your first post, welcome to the forum.

10-18-2009, 02:59 PM
Hi sabbry. Welcome to the forum. This isn't my area of expertise so take everything I say with a grain of salt.

I think what you're suggesting can be done. I don't see any reason why you can't form a brand within the S-Corp that is your photography studio. One thought though is do you want to do that. It seems like you'd be giving control of your brand to the corporation, which if I'm understanding right, isn't you. Also if you're creating a new brand within the corporation then it's still a new brand. Would you be getting any added branding benefit being part of the corporation?

Could you instead set up your freelance business as a corporation for the protection, but still keep it your own?

10-18-2009, 10:08 PM
You essentially want to file a "fictitious business name" certificate with the state Secretary of State's office. This means you'll have "ABC Company d/b/a Really Cool Photos". People can write checks to Real Cool Photos, and they can be deposited in ABC's bank account or a seperate account created for for ABC Company d/b/a Really Cool Photos.

You can market your business as just "Really Cool Photos", but in legal contracts, you should indicate the name of the corporation. Otherwise some may think it is "Your Name d/b/a Really Cool Photos". And if they think it's YOU and not a corporation, you could have some issues.

This set up creates just a trade name. These are quite common.

Business Attorney
10-19-2009, 01:25 AM
You can certainly establish a brand within a company. If the brand is intended to stand alone and not be used in conjunction with the full legal name of the S corp, then you should register the brand as an assumed name. If the brand is used together with the name of the S corp, then generally no assumed name filing is necessary. To use Evan's example, if you always use "Really Cool Photos, a division of ABC Company" then you probably do not need to register "Really Cool Photos" as an assumed name. If you use "Really Cool Photos" as the business name itself, however, then you will need to register the assumed name.

Steve B
10-19-2009, 04:25 AM
As stated above, you can do it. I have three dba's (doing business as) registered under my LLC. I think I make reference to the LLC in my signature line below.

Incorporation Gal
10-19-2009, 08:54 PM
I am not a Lawyer and cannot provide you with legal or financial advice. However, generally speaking, a corporation can have as many DBA’s/Fictitious Business Names as needed, this is generally called a “Holding Company.”

10-19-2009, 11:50 PM
I am not a Lawyer and cannot provide you with legal or financial advice. However, generally speaking, a corporation can have as many DBA’s/Fictitious Business Names as needed, this is generally called a “Holding Company.”

Not true. A holding company generally involves a parent-subsidiary relationship, or at a minimum, having two distinct legal entities.

In this case, the entity is actually performing the services by various trade names. If the entity did nothing, but owned 100% of XYZ Corp., ABF Company, and GBK Co., then the "parent" entity is a holding company. Using trade names is not sufficient to create a holding company, unless the "trade name" is a seperate legal entity and it is owned by another entity.

Berkshare Hathaway is an example of a holding company.

Business Attorney
10-20-2009, 10:07 AM
Once again, I agree with Evan. Wikipedia says it well:

A holding company is a company that owns other companies' outstanding stock. It usually refers to a company which does not produce goods or services itself, rather its only purpose is owning shares of other companies.

A company that is actively conducting business under a variety of trade names does not come close to meeting the classic definition of a holding company.