GptAdmin : Business : Nevada_Corporations

Nevada Corporations allow a company to protect the individual members from liabilities the company itself may incur. Nevada Corporations have no business income tax, corporate shares taxes, state corporation tax, franchise tax, or inheritance tax also Nevada corporations do not have to file state tax returns and share information is held private. Any individual or nominee, as a Director or Officer in a Nevada Corporation, is protected from personal liability for acts committed on behalf of the Corporation, by the Corporation.

Determining whether or not a Nevada Corporation is the right configuration for your business situation is a decision to be based upon many important factors. Talking to a qualified expert is a must in this situation. The companies on this page are such experts and some of the most knowledgeable in the field.

Sites:

» Incorporate in Nevada: Why Nevada corporations are popular for business. -

The Nevada Incorporation Advantage

No Nevada State Corporate Income Tax

No Nevada Taxes on Corporate Shares

No Nevada Franchise Tax

No Nevada Personal Income Tax

No I.R.S. Information Sharing Agreement

Nominal Annual Fees

Minimal Nevada Reporting and Disclosure

Requirements

Stockholders are not Public Record

Stockholders, directors and officers need not live or hold meetings in Nevada, or even be U.S.

Citizens.

Directors need not be Stockholders

Officers and directors of a Nevada corporation can be protected from personal liability for lawful acts of the corporation

Nevada corporations may purchase, hold, sell or transfer shares of its own stock

Nevada corporations may issue stock for capital, services, personal property, or real estate, including leases and options. The directors may determine the value of any of these transactions, and their decision is final.

» Nevada Corporation Scam -

Nevada Corporations

Many groups sell Nevada corporations as the “ultimate” asset protection device. Indeed, some groups even sell franchises that allow the average Joe with no experience or training to become an “asset protection consultant” and start selling Nevada incorporation services to their buddies.

The Pitch

The pitch of these groups is usually the same and focuses on Nevada allowing bearer shares and having a higher degree of secrecy and privacy. The claim is made that since the corporation has bearer shares that nobody can know who owns it. This is enhanced by the fact that Nevada gives some protection to the identities of the ownership of the corporation.

The Truth

While all this sounds good, it does not mean that the owners of the corporation can be kept hidden or that the corporation will offer special protections to either the owners of the corporation or the assets held within it. Indeed, as will be shown there are absolutely no advantages to using a Nevada corporation for somebody living outside of Nevada, or who get sued in federal court. Even within Nevada, the special benefits offered by the Nevada corporation are highly questionable.

Additionally, those who sell Nevada corporations do not fully disclose the tax effects of what they are selling – which is not surprising since they usually do not understand those tax consequences themselves (and have no education or worthwhile training on these subjects). Thus, somebody who purchases a Nevada corporation from one of these so-called “asset protection consultant” groups is probably putting themselves at risk of doing something that will unnecessarily cause them taxes down the road.

Bearer Shares

Contrary to popular misconception, the Nevada corporation statutes do not specifically authorize bearer shares. Thus, whether Nevada law even currently allows the issuance of bearer shares is a mystery, but certainly the lack of specific statutory authorization means that there is no strong public policy in favor of allowing bearer shares which are widely regarded with disrepute in nearly all other jurisdictions. Since subsequent court decisions may determine that Nevada does not allow bearer shares, and since the Nevada legislature may soon clarify the issue by disallowing bearer shares, they should be avoided. Indeed, the laws of other states that specifically disallow bearer shares may operate to disregard Nevada bearer share corporation in those states. Bearer shares should also be avoided for the other reasons which follow.

Bearer shares simply do not offer the level of secrecy claimed by the promoters. First, creditors will ask at a debtor’s examination a question like “In the last three years, have you ever held shares in any corporation?” If you ever held bearer shares during this time, you would have to answer “Yes” or else you would subject yourself to perjury.

Second, if the court cannot determine who holds the bearer shares it can simply impute ownership to the person or persons most directly involved with the corporation. Thus, if a person signs on a corporation’s bank account, that person can simply be deemed to be the owner of the corporation whether or not the bearer shares can be found.

Also, if the bearer shares cannot be located, the court may be able to simply deem the corporation to be dissolved. If the bearer shares are located, then the court can allow questioning to determine the chain of ownership, and whether any transfer of shares amounted to a fraudulent transfer.

Then, there is this nasty little secret about bearer shares: Every time that bearer shares change hands, it is either a sale or a gift giving rise to tax consequences! So, let’s assume that a corporation has $100,000 in assets, and that the federal gift tax rate is 50%. If Dave gives his shares to his friend Bill, then Dave just triggered the federal gift tax and now owes the IRS taxes for $50,000. If Bill later gives the shares back to Dave, then another $50,000 is due.

If the bearer shares are sold instead of gifted, then there might be capital gains or losses. But however the transaction is characterized, there is now an IRS reporting requirement, meaning that IRS forms are due, and further meaning that a creditor can track those forms.

The upshot is that bearer shares are not a good thing, but a bad thing that should be avoided. Indeed, ALL of the top asset protection planners warn that bearer shares are a bad thing and should be avoided. Indeed, even most of the better offshore jurisdictions have eliminated bearer shares because people mess up with their misuse so badly.

Qualification to Do Business

No corporation can do business in a state unless (1) it is formed there, or (2) it is qualified to do business there. Thus, if a Nevada corporation seeks to do business in Oregon, it must qualify to do business in Oregon, by filing a registration statement with the Oregon Secretary of State. This is especially true if real property is involved, as it is absolutely impermissible for a corporation that is not qualified to do business in a state to hold real property there.

If the Nevada corporation does not qualify to do business in the state where it does business or holds property, then the state will simply ignore it as if it never existed and impute ownership to the owners.

However, once the Nevada corporation qualifies to do business in a state, then it is governed by that state’s corporation laws, and not Nevada’s. Thus, none of the secrecy or privacy provisions of Nevada law will apply out of state!

What are the costs of qualifying a Nevada corporation to do business in another state? Usually, the same costs that it would be to just form a completely new corporation in that state anyhow. So, the only real effect of using a Nevada corporation outside of Nevada is that you have doubled your annual registration fees, as well as your resident agent fees, without gaining any advantage at all over just filing a corporation in your own state in the first place!

Not surprisingly, almost none of the “asset protection consultant” groups tell their “consultants” this little tidbit of information, and thus they never pass it on to their customers. Usually, only a couple of years down the road to the clients figure out that all they have done is to impose an additional layer of fees over what they would have just paid in their own state anyway, without any increase in asset protection.

Is a state outside of Nevada required to apply Nevada law to resolve the case. NO! Some Nevada corporation agents falsely imply that if the Nevada corporation gets sued outside of Nevada, that the other state will have to apply Nevada law. This is simply not true. While the court's of most states will give comity to the choice of law as to internal disputes of the corporation between shareholders or officers, the courts of non-Nevada states are simply not required to apply Nevada law to the lawsuits of third persons outside of Nevada and who did not consent to be bound by Nevada law. It is for this reason that Nevada law will almost never apply to tort and negligence claims outside of Nevada.

Federal Courts

The federal courts are governed by the Federal Rules of Civil Procedure, and really couldn’t give a flip about contrary state law (and don’t have to under the Supremacy Clause of the U.S. Constitution). Thus, if you get sued in federal court don’t expect much help from Nevada law.

Full Faith & Credit

Nevada is bound to recognize the judgment of other states, and so therefore if a judgment is entered against the owner of a corporation in Utah, the judgment would be enforceable against the owner’s stock in a Nevada corporation.

Avoiding State Taxes

Another sales pitch of Nevada corporations is that they can be used to avoid state taxes. First, see the “Qualification to Do Business” problem, above. Second, the states are wise to arrangements where somebody living in, say, California attempts to avoid taxes by using a Nevada corporation. These states are now requiring disclosure of these arrangements, and if you get caught the interest and penalties will be bad.

» Nevada Corporations - Incorporate In Nevada With NVinc - Promoting Nevada Incorporation -

NCP is the Leading Expert on the Formation of Nevada Corporations and LLCs...

And we form Corporations and LLCs in All 50 States!

Why Incorporate in Nevada!

Incorporate In Nevada With NCP And Get The Protection You And Your Company Need!

NCP's Premier Incorporating Services!

Receive the most complete support so you can spend time on what you do best!

Our Commitment to You

NCP will file your Nevada Corporation or LLC for you, obtain your EIN number, and help register you in your state of operations - all in a timely and inexpensive manner. But we don't stop there! NCP continues to support you even after the formation of your corporation or Nevada LLC with a step-by-step check list and prompt reminders as to what you need to do next. You don't want things to fall through the cracks... and neither do we!

» Nevada Corporations and Nevada Incorporation Services. Incorporate Online in Nevada with Val-U-Corp Services, Inc. -

Nevada Corporations - Incorporate in Nevada

Incorporating in Nevada is easy with Val-U-Corp Services, Inc. We specialize in incorporating small businesses in Nevada while offering friendly, personalized service at a "Val-U" based price.

In fact, if you find a price for Nevada corporations lower than ours, show us and we'll beat it. Here's our Nevada Corporations price list.

At Val-U-Corp, you can find the following Nevada Incorporation services:

Nevada Incorporation Services

Nevada Limited Liability Companies (LLCs)

Incorporation services in all 50 states

Already Formed Corporate Shells

Resident Agent Service

Corporation Kits

Custom Mail Forwarding Service

Nevada Contract Office Programs

Bank Account Setup

State and Local Business Licenses

Nominee Officer/Record Keeping Services

Tax Saving Strategies

Asset Protection Strategies

Free Referrals to Corporate and Tax Attorneys and Accountants

Friendly, efficient service, with a personal touch! We offer free information on how to incorporate in Nevada , how to form a Nevada corporation or limited liability company (LLC), Subchapter S Corporations, tax savings strategies, asset protection strategies, corporate record keeping, and much more. We want to be your resource for information on Nevada corporations!

The Nevada Secretary of State has a website where you can research corporation names for availability and download various forms. Click here to go there. Or, call us at 1-800-555-9141 and we'll do a free name search for you.

Here on our website, you can incorporate your business on-line. All you need is your corporation's name picked out, a credit card, and you're in business! If you don't feel like placing your order over the internet, or you need additional questions answered, call our toll free number: 1-800-555-9141. You also may contact us by e-mail.

You might be wondering why Val-U-Corp Services, Inc. specializes in forming Nevada corporations. A lot of people think of Delaware when wondering where they should incorporate. Did you know Nevada is the only state which does not share information with the Internal Revenue Service regarding it's Nevada Corporations? To find out more about why Delaware was the best state in which to incorporate and why Nevada is now, click here.

Need a CPA? We recommend myCPA-Adviser.com, Inc. They specialize in cutting your taxes to the bone with personalized service and a friendly, caring attitude. Click here to visit their site.

You can visit the site of our Nevada Corporations sister-company, Special Corp Services, Inc. here.

Sports betting

All that we do is submitted and performed with the understanding that we are not engaged in rendering legal, accounting or other professional service. If legal advice regarding Nevada Incorporation or other expert assistance is required, the services of a professional should be sought.

This website and web page are Copyright ? 2004 by Val-U-Corp Services, Inc. All rights reserved. Privacy Policy

» Nevada Corporations information, Incorporate in Nevada -

NEVADA CORPORATION INFORMATION

A corporation is formed by filing Articles of Incorporation with the Secretary of State. The State of Nevada when it accepts the Articles issues a Corporate Charter. Once the corporation is chartered, it may then go about the business of getting itself organized. Most of the corporations we file are general corporations. The Articles of Incorporation must contain the name and address of at least one director. We also have aged, or shelf corporations for those situations which require an already established entity.

If you do not want your name to appear anywhere on the public record, you can choose our nominee services for privacy. Call us for details. One of our nominee agents will be listed as the director and all officers for public record. The Articles of Incorporation we file provide indemnification and protections you won't find with most incorporation agencies.

Types of Corporations

General Corporation

Regulated by NRS78 a general corporation is the most common type of business entity. A corporation is owned by stockholders. A stockholder's personal liability is limited to the amount of their investment. The corporation's existence is eternal as long as it is in good standing within the jurisdiction that it exists. This is the entity that the great majority of clients form. The disadvantage mentioned by those not familiar with corporate strategies of a "C" corporation is the possibility of being taxed twice. Once at a corporate level, and once again at the individual rate, if the Corporation pays the individual by issuing a dividend. However, if dividends are not declared, there is no double taxation problem. The advantages to this entity are explained in great length in many books and there are many, many advantages to doing business corporately.

The board of directors are responsible for managing the affairs of the corporation. Usually, directors make only the major business decisions and supervise and appoint the officers who make the day-to-day business decisions of the corporation. Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the board of directors. It is important to note that a shareholder may serve on the board of directors and as an officer. In fact in Nevada one person is enough to form a corporation.

Your corporate expenses may include automobiles, planes, home offices and equipment,cellular phones, business travel, business meals, medical, dental, and optical benefits, tax deferred retirement plans for the officers of the corporation are all among the many legitimate pre-tax expenses allowed corporations. As long as the Corporation has the same benefit policy for all of it's employees, even if it's just mom and pop, the pretax benefit package may more than pay for the cost and time involved taking care of business corporately rather than individually.

Close Corporation:

Regulated by NRS 78a a "Close" corporation is a variation on the General Corporation, where the stockholders, directors and officers are typically the same people, and where they desire to remain a small tight-knit group, without a formal board of directors involved in the decision making process. There are Close Corporations structured to eliminate the board of directors which gives the stockholders the right to run the company directly and all responsibilities that the board has in a General corporation.

Meant for the small, tight-knit group

Restricted to no more than 30 stockholders- Cannot "Go public"

Eliminates a Board of Directors

Stockholders take on the directors' responsibilities

Stockholders manage the company directly

Restrictions on the sale or transfer of stock

Corporation may be run like a partnership with all corporate benefits

Provisional director may be appointed to settle disputes

Can be Subchapter S if all qualifications met.

S Corporation

A form of corporation, allowed by the IRS for most companies with 75 or fewer shareholders, which enables the company to enjoy some benefits of incorporation but be taxed as if it were a partnership is called a Subchapter S Corporation.

Nevada corporations can elect to make a Subchapter "S" Election . It is authorized by the IRS to permit a corporation having fewer than 75 shareholders to "pass through" its profits directly to the shareholders without a corporate tax. This permits the small corporation to offer its shareholders limited liability while enjoying the tax advantages of a partnership. All shareholders must sign the IRS Form 2553 Election. You should consult an accountant before making the Subchapter S election because it may increase your personal taxes more than offsetting the savings in corporate taxes. The form must be filed within 75 days from the date of your incorporation. While it can save the shareholders money by avoiding federal corporate taxes, if they were to be paid dividends, the Subchapter S election does pass through all profits to the shareholders whether or not any dividends are paid to them. Subchapter S corporation shareholders have to report all premiums paid on their behalf as taxable income whereas officers of a "C" corporation do not.

LLC INFORMATION (click for more info)

Compare LLC Vs S Corp.

Regulated by NRS 86

Articles of incorporation for a C corporation are known as articles of organization for an LLC. The bylaws of a C corporation have their equivalent in the operating agreement of an LLC (neither of which is filed with the Secretary of State as a matter of public record). An LLC may be run by a manager or managers, equivalent to a C corporation’s director(s). Alternatively, it may be run by its members, which would make it most similar to an S corporation (a C corporation that elects S corporation status), allowing for profits to flow through to the members. The LLC, when run by a manager, can have it's members taxed as a limited partnership under the proper operation. The LLC also has "charging order" protection rather than being subject to judgments as a corporation or individual is.

In many ways the LLC , which has only been around for twenty plus years, has been an awkward corporate form and we have seen little to no advantage in going with an LLC over a C corporation. In some cases where two or more corporations might work together on a specific project of a limited duration, an LLC has been used basically as the agreement between the cooperating parties—but why not just have an agreement? As a consequence, we have been involved in the establishment of many corporations fewer LLCs, up ’until recently. SB 51 passed unanimously effective October 1, 2001 changes the strategies available for LLC's. Our link to the complete bill will show the changes made before final passage, and the intent of the Legislature. We think you'll agree the business environment in Nevada is favorable by legislative design contrary to repressive legislation in some other jurisdictions. Here are links to other state corporate laws.

Our Online Order Form.

Nevada wants your business!

» Nevada Corporations: Limited Liability Company -

Nevada Corporations

(For Less Than Major Competitors)...

Nevada corporations are our business. Are you looking to incorporate in Nevada? Do you want to learn about the advantages of a Nevada corporation, no matter where you are? Are you looking for information about how to incorporate in Nevada? Then you’ve come to the right place. And of course we can help you form a Nevada limited liability company, also at Budget prices. At Budget Corporate Renewals, Budget stands for VALUE. We offer a broad range of services for Nevada corporations at Budget prices, often 40% less than those of our competitors. At the same time, the level of service and personal attention we provide is unequaled.

» Nevada Incorporation - Pondered.org -

Nevada Incorporation

There are several good reasons to incorporate your business in Nevada. There are no shares tax in Nevada and no franchise tax. In addition, there is no succession tax in Nevada as well as no personal income tax. The minimum amount of people as officers or directors is one. There are laws in Nevada that allow for one-man corporations.

On top of all these advantages there are no corporate income taxes on businesses incorporated in Nevada and there are minimum requirements for reporting and disclosure in this state. The state of Nevada does not share corporate information with the IRS and stockholder information remains private. Only the names of the officers and directors of a Nevada corporation are on public records. No other information, listings, or minutes of meetings are filed with the State. Nevada has established case law that prevents easy piercing of the corporate veil

Nevada corporations may purchase, hold, sell or transfer shares of its own stock and corporations may issue stock for capital, services, personal property, or real estate, including leases and options. The directors may determine the value of any of these transactions, and their decision is final.

Nevada is a state that is especially attractive to new businesses because there is no minimum initial capital requirement to incorporate. Nevada corporations may issue stock for capital, services, personal property, or real estate. The directors alone may determine the value of any such transactions, and their decision is final.

Corporate officers and directors in a Nevada corporation can be protected from any personal liability for their lawful acts on behalf of the corporation. Nevada is the only state that allows for the issuance of "bearer shares." Stockholders, directors and officers of a Nevada corporation need not live or hold meetings in Nevada, or even be US citizens. A Nevada corporation`s directors need not be stockholders

Nevada incorporation requires that business founders as well as emerging businesses review their focal point of operation in order to settle on the form of incorporation that best suits your business plan. Incorporation in Nevada usually means that business owners seek to place their business operation on a stage that would provide for legal separation between the actions and potential liabilities of a corporation and its trade creditors versus owner-directors` personal assets such as cash on deposit, automobiles, real property and the like. Incorporation creates a registered agent which can handle a number of incorporation filing requirement both during the company incorporation phase as well as those annual repeating filings related to corporate governance or state and federal tax.

Incorporating your business in Nevada or any state in the United States may seem a complex task, but there are literally hundreds if not thousands of businesses available to help you through this for a service fee.

With the help of one of these companies offering service, it is possible to incorporate your business relatively easily. Incorporation services will help you complete the Articles of Incorporation for the state in which you wish to incorporate your business as well as the Federal Tax ID Application. They will also draft bylaws, Member Agreements, Initial Corporate Minutes, and Stock Certificates. It`s easy to find incorporation services on the Internet that can get your business incorporated.

Last Updated: 2005-10-27 13:03:35