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Current Featured Article is :
California Limited Liability Company – An Overview
By: SD Lawyer

Many people are surprised to learn that the LLC business entity is a fairly recent phenomenon. Wyoming was the first state to legislate the creation of LLCs in 1977. Most states didn’t jump on the LLC bandwagon until 1988 when the IRS classified the LLC as a pass through entity for tax purposes. This ruling turned LLCs into the popular monster they are today. Now every state has legislation allowing the creation of LLCs and California is no different.

What Are The Advantages To Forming A LLC?

The LLC business entity offers many advantages to small businesses. An LLC is going to provide a shield between your business activities and personal assets identical to a corporation. Unlike a corporatio...
[ Read Full Article Here ]

Benefits of Incorporating

The main advantage to forming a Corporation or LLC is to protect the personal assets of the owners from debts incurred by the business. By forming a Sole Proprietorship or a General Partnership you are leaving yourself and your assets vulnerable if your business incurs a debt which it is unable to repay. By forming a Corporation or LLC you are essentially forming a seperate legal entity which has it's own credit file and will live on beyond the life of the original owners.

While a Sole Proprietorship and a General-Partnership have a few tax and fringe benefits, these benefits hardly compare with those associated with a Corporation or LLC.

Another point worth considering when forming a business is the audit rate, which is high with a Sole Proprietorship and a General Partnership. Corporations and LLC's with a net profit less than $400,000 have a low audit rate.

Benefits of LLC's

Asset Protection
No Double Taxation
Tax Benefits
Seperate Credit File
Low Audit Rate if under $400,000 profit
Easy to Raise Capital
Perpetual Duration of Existence in most states
Benefits of C-Corporations

Asset Protection
Unlimited Sale of Stock
Ease of Transfer
Lower Cost to Form than LLC (in most states)
Tax Benefits
Seperate Credit File
Low Audit Rate if under $400,000 profit
Easy to Raise Capital
Perpetual Duration of Existence
Benefits of S-Corporations

Asset Protection
No Double Taxation
Reduced Taxable Gains
Write Off Startup Losses
Seperate Credit File
Low Audit Rate if under $400,000 profit
Easy to Raise Capital
Perpetual Duration of Existence
 

 

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.

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.


Nevada wants your business!
 

 

 

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