NEVADA | ![]() | ||||||||||||||||
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WHO BENEFITS: Anyone with income or assets worth protecting can benefit from a Nevada corporation. Traditionally the first line of defense in any asset protection strategy because of the long record of business litigation, is limiting a person's liability--a protection that is available because of the way the law separates the corporation from any associated individual. WHY NOT DELAWARE? In years past, Delaware stood head and shoulders above any other state in offering protection, and aggressively protected its stature as the incorporation capital of the United States. As a result, many of the Fortune 500 companies are incorporated in Delaware, in order to protect the interests of stockholders, directors, officers and the corporation itself. More than 230,000 companies are incorporated in Delaware, which leads the nation as a major corporate domicile for American and international corporations. Each day, over 130 new companies file incorporation papers in Delaware. The state, however, has found itself in a difficult position regarding closely held companies. It's laws have been systematically designed to protect the rights of the minority shareholder in a large, public company which has been at the expense of protecting the corporate officers and directors from liability and of disclosure requirements. Closely held corporations, where the shareholders often take a managerial role as an officer or director, are not concerned with protecting their shareholder rights--what they need is protection as an officer or director from outside liability--which leads us to Nevada. NEVADA AND WYOMING. Nevada and Wyoming, on the other hand, are attractive to a completely different market than Delaware. These two states have written their corporation laws to protect the rights and privacy of the small, privately held corporation. Nevada and Wyoming statute is concerted with strong management protection for the closely held company, which is inherently in conflict with the Delaware school of thought. NEVADA'S AGGRESSIVENESS. Nevada has spent more than a decade developing the infrastructure to support its claim as the incorporating capital of the west. Instead of resting on its laurels, Nevada has become much more determined to establish itself as a leader in incorporation, as evidenced by the complete revision of Nevada's Corporate Code in 1987, and again in 1991, that makes the entire incorporation process quicker and more efficient, with greater liability protection than ever before. ATTRACTIVENESS OF NEVADA. Nevada offers many advantages as a corporate haven: | |||||||||||||||||||||
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FREE WEBPAGE DESIGN AND HOSTING | |||||||||||||||||||||
Minimum LLC Do-it-Yourself CDs for a Corporation Secretary of State Office in Each State Free Offer for Home Based Business Booklet | |||||||||||||||||||||
THE FUTURE OF BUSINESS IN NEVADA. Nevada has been fiscally conservative throughout its history and its people have never had a high regard for taxes. So much so, that several years ago the Nevada legislature approved a measure that made a state personal income tax unconstitutional. Nevada is one of only four states with no corporate income tax, and also has no franchise tax, no taxes on corporate shares, and no succession tax. Nevada draws its sizable tax base from gaming, tourism, and mining and that is not likely to ever change. TAX AVOIDANCE VS. TAX EVASION. There is a difference between tax avoidance, which is perfectly legal, and tax evasion, which is quite illegal. Tax avoidance is merely avoiding situations which are taxed while tax evasion is failing to pay taxes that are due. An oft used example is crossing a toll bridge without paying the toll is evasion, while choosing another route, even if it adds a few miles to the trip, is simply avoidance, and there is nothing illegal or immoral about it. | |||||||||||||||||||||
"Anyone may arrange his affairs that his taxes shall be as low as possible; he is not bound to choose that pattern which will best pay the Treasury; there is not even a patriotic duty to increase one's taxes." Judge Learned Hand, Helvering v. Gregory | |||||||||||||||||||||
CORPORATE PRIVACY. For many people, privacy is the primary issue in their financial life.. It seems that in our society, so bent as it is upon litigation and lawsuit, the less people know about your assets, the better off you are. It is no coincidence that people without significant assets do not get sued nearly as often as those who are perceived as having deep pockets. Individuals with any assets at all should anticipate the possibility of being sued during their lifetime. This is the very reason many people incorporate their business activities. RESIDENT AGENT. Every business in every state has to have a registered agent to receive notification of process from the State. This agent can be anyone who lives in the state in which the entity is legally formed and does not have to have any other association with the company. In Nevada, only the name and address of the Resident Agent must be listed. That agent must have the address of the corporation offices, however, there is no requirement that a resident agent reveal a corporate office site except under court order. NEVADA INFORMATION. The only filing requirement in Nevada is to the Secretary of State of an annual list of officers and directors. This is the only information that the Secretary of state will have regarding the ownership and management of the corporation. Only five names need to be on the annual list of officers, and that is a President, Secretary, Treasurer, at least one director, and a Resident Agent.. And under Nevada law, one person may serve in all of those capacities, and is not required to be a stockholder. | |||||||||||||||||||||
"The makers of our Constitution undertook to secure conditions favorable to the pursuit of happiness. They recognized the significance of man's spiritual nature, of his feelings and of his intellect. They knew that only a part of the pain, pleasure and satisfactions of life are to be found in material things. They sought to protect Americans in their beliefs, their thoughts, their emotions and their sensations. They conferred, as against the Government, the right to be let alone--the most comprehensive of rights and the right most valued by civilized man. Louis Brandeis, Olmstead v. United States | |||||||||||||||||||||
4 WAYS TO FORM AN CORPORATION: Forming a Corporation is a simple matter:
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CORPORATE SEAL: A Corporate Seal can be useful in some corporations with paperwork and documents, minutes and resolutions, but don't be confused into thinking that a seal makes your Nevada corporation any more legitimate or practical. Generally, it is the Articles of Incorporation and Bylaws that determine your corporation, and the Resolutions established from time to time in the running of your business. | |||||||||||||||||||||
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BEARER BONDS. Nevada is the only State in the U.S. that allows bearer bonds, which are payable to holder rather than an owner registered on the books. These bonds are negotiable instruments with no record of ownership. Title is held by anyone who possesses the security and holds it in good faith. Bond interest is paid semiannually when detachable coupons are clipped and presented to a bank for collection, just like a check. | |||||||||||||||||||||
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