State Agent and Transfer Syndicate, Inc. Incorporate your LLC (Limited Liability Company) or LP (Limited Partnership) in Nevada today.

Pursuant to Nevada law (NRS 86.401) a membership interest in an LLC is not subject to attachment by a creditor because of the so-called charging order limitation. The charging order limitation provides that a creditor cannot reach a debtor’s interest in an LLC. The creditor’s remedy is limited to a lien against the distributions from the LLC, without conferring on the creditor any voting or management rights. (For an in-depth discussion of charging orders, see Jacob Stein, Building Stumbling Blocks: A Practical Take on Charging Orders, Business Entities (RIA, October 2006)). Because the debtor remains in control of the LLC and can defer distributions, the creditor has no way of enforcing a judgment against the debtor’s LLC interest or the assets of the LLC.

Nevada happens to be especially debtor friendly, as it specifically provides that the charging order remedy is the exclusive remedy of a creditor.

Creditors would usually prefer to settle for a sum certain today, than wait for a possible distribution from an LLC. For that reason, LLCs create a formidable obstacle to the creditor’s collection efforts and usually force the creditor to drop its collection efforts or to settle.

Charging order Changes (Senate Bill 55) – Changes were made to the charging order provisions regarding number of stockholder requirements and the rights of assignees and the preclusion of a judgement creditor from participating in the management of a corporation or becoming a director of a corporation.  While this will have no effect on the Secretary of State’s filing processes, it does offer additional protection to the shareholders of a corporation.

EFFECTIVE OCTOBER 1, 2009

Doing Business in Nevada Without Proper Registration (Senate Bill 350) – Foreign and domestic business entities and those businesses purporting to do business in the state without being filing organizational documents with the Secretary of State are subject to a fine of from $1,000 – $10,000.  The Secretary of State now will contact the district attorney or the Attorney General to commerce action to recover the fine.

Payment & Insurance of State Business License Fee (Assembly Bill 146) - The State Business License (BLF) applications, renewals and related fees wil be collected and issued by the Secretary of State.  Pursuant to AB 146 passed by the 2009 Nevada Legislature, the authority for the State Business License was transferred from the Department of Taxation to the Secretary of State.  The due date of the application or renewal of the BLF is based upon the due date of the initial or annual list, whichever is applicable, required to be filed with the Secretary of State.  Business entities that are not required to file organizational documents or an initial or annual list with the Secretary of State, such as sole proprietorships and general partnerships will also be required to file for the State Business License with the Secretary of State when they commence business in Nevada and renew every year by the end of the month in which the anniversary of their initial registration falls.  NOTE: The State Business License fee increased from $100 to $200 as of July 1, 2009, however, the Secretary of State collection is not effective until October 1, 2009.  The Department of Taxation will handle any new license application or renewals of the State Business License through September 30, 2009.