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

Nevada is an exceptionally business-friendly environment to form your business in. Here are some of the reasons why you should consider incorporating your business in Nevada:

• Stockholders, directors and officers are not required to be residents of Nevada.
• Stockholders, directors, and officers are not required to be U.S. citizens.
• Stockholders are not required to be Directors.
• Nevada corporations may purchase, hold, sell or transfer shares of their own stock.
• In Nevada, one person can hold all positions in a corporation or Nevada LLC.
• No cash restrictions. In Nevada, you can issue stock for cash, property or services at the complete discretion of the board of directors, which again, can be just yourself.
• Relocation is not necessary. Officers of a corporation can live anywhere in the world. Your directors and shareholders can hold meetings anywhere. Your corporation or Nevada LLC can also be formed easily by mail, fax or phone 1-775-882-1013so you can incorporate in Nevada, or form a Nevada LLC without ever seeing the state.

Nevada LLC or Nevada Corporation Tax Savings and Policies:

• No Corporate Tax
• No Personal Income Tax
• No Franchise Tax on Income
• No Inheritance or Gift Tax
• No Admissions Tax
• No Unitary Tax

Top Five Reasons to Incorporate in Nevada

1)      The Corporate Veil

Nevada protects the corporate veil like no other state. As a comparison, over the last twenty four years, the corporate veil has been pierced in Nevada only twice, while in California, it has happened to fully half of all corporations.

How does Nevada protect you? Unlike a sole proprietorship, in which you are personally responsible for all debts and obligations incurred by your business, a corporation in Nevada is a nearly impenetrable entity as far as creditors are concerned. More so than any other state, Delaware arguably being the second best, Nevada will not only protect you but also the board of directors.

What does it mean to “Pierce the Corporate Veil”? There are three major requirements in Nevada for a corporation necessary to differentiate itself as a separate legal entity from an individual or sole proprietorship. First of all, all of the formalities must be observed by the corporation. Instead of an individual making decisions for a company, a corporation must use written minutes and resolutions as the decision making process. This provides for a paper trail that the courts can refer to regarding any business decision or practice. Second, in no way can business funds be used for personal items. Finally, the corporation must have proper capitalization.

Should any of these three items not be followed, a judge may decide that the corporation is not, in fact, a separate legal entity. Thus, once the corporate veil has been pierced, the courts will view your company as, technically, a sole proprietorship, making you liable for all debts, obligations, and other responsibilities.

2)      No State or Corporate Franchise Taxes.

As long as your company has at least one employee in the state of Nevada,  there are no State or Corporate Franchise taxes.

3)      A Single Individual Can Hold ALL of the Corporate Positions in Nevada

Although many other states require at least three different officers or directors, Nevada will allow one person to hold the offices of the three major positions: President, Secretary, and Treasurer.

4)      The Only Requirement in Nevada to Form a Corporation is a Legal Purpose

In many states, including California, Indiana, Iowa, Louisiana, Maryland, Michigan, Minnesota, New York, North Dakota, Oregon, Pennsylvania, Rhode Island, Texas, and Virginia, the state requires a corporation to have a “business purpose” in order to form an LLC (Limited Liability Company). This requirement thus limits the LLC from holding an asset to protect it from a creditor, unless the state deems that the LLC falls into one of their business purpose categories. In Nevada (along with some other states), an LLC can be formed for “any lawful purpose”, and that LLC can then hold personal assets without having to perform any business without effecting business license statutes.

5)      Nevada Has Low Filing Fees

$125 for listing and $200 for business license fees.

Tax Advantages to forming an S-Corporation.

In any S-Corporation, only the earnings actually paid out to an owner as compensation for services are subject to payroll taxes. Any money left in the business for reinvestment or distributed to the shareholder as a dividend is not subject to payroll taxes…and not subject to self-employment tax.

S-Corporation Defined.

An S corporation, for United States federal income tax purposes, is a corporation that makes a valid election to be taxed under Subchapter S of Chapter 1 of the Internal Revenue Code.

In general, S Corporations do not pay any income taxes. Instead, the corporation’s income or losses are divided among and passed through to its shareholders. The shareholders must then report the income or loss on their own individual income tax returns. This concept is called single taxation; if the corporation is taxed as a C Corporation, it will face double taxation, meaning both the corporation’s profits, and the shareholders’ dividends, will be taxed.

Who typically elects S-Corporation status?

Most entrepreneurs prefer the S-Corporation structure for the following reasons:

• The S-Corporation combines many of the advantages of the sole proprietorship, the partnership, the corporation, and the LLC into one entity.
• Unlike sole proprietors and partners in a partnership, shareholders of an S-Corporation are afforded the same level of limited liability and personal asset protection as are the shareholders of a general, for-profit corporation.
• In an S-Corporation, shareholders avoid the “double-taxation” common to shareholders of non-S-Corporations because all income or loss in an S-Corporation is reported only one time on the personal income tax returns of the S-Corporation’s shareholders.

Where a corporation claims income from a passive investment (e.g. from real estate owned) for three consecutive years that exceeds 25% of the corporation’s gross receipts, S-Corporation status may be terminated by the IRS. Many real estate investors prefer placing real property in an LLC (Limited Liability Company) rather than an S-Corporation for this reason.

What Requirements to Qualify as an S-Corporation exist?

To qualify for S-Corporation status, the corporation must

• Be filed as a U.S. corporation.
• Maintain only one class of stock.
• Maintain a maximum of 100 shareholders.
• Be comprised SOLELY of shareholders who are individuals, estates or certain qualified trusts, who consent in writing to the S-Corporation election.
• NOT have a shareholder who is a non-resident alien.

Note: Failure to observe ANY of the above requirements could revoke S-Corporation status at any time.

What are the differences between an S Corporation and an LLC?

While on the surface the S-Corporation and the Limited Liability Company (”LLC”) may seem similar, but please note the following very significant distinctions. The following are some of the differences between the two types of corporate entities:

• S-Corporations are limited to 100 shareholders.
• LLCs have no limit to the number of members.
• S-Corporation shareholders must ALL be individuals who are U.S. citizens or permanent resident aliens.
• LLC members (owners) may be individuals, corporations, partnerships, many trusts, and even non-resident aliens.

The “S-Corporation” Deadline:

To qualify as an “S-Corporation” for the 2008 tax year, a “calendar year” corporation must timely file IRS Form 2553 with the IRS.

If a corporation was in existence in 2007 or earlier, then this filing must be submitted to the IRS on or before: March 17, 2008

If the corporation is a “New Corporation” (formed on or after 1/1/2008), then the S-Corporation election may be submitted at anytime during its tax year so long as the filing is made no later than 75 days after the corporation has begun any of the following activities (whichever is earliest):

• Conducted business as a corporation
• Acquired assets, or
• Issued stock to shareholders

For existing corporations, the form must be submitted to the IRS by March 17th. If you are filing for a new corporation, you must submit this form within 75 days of when your corporation first acquires assets, begins conducting business or issues shares to its shareholders.

Important: As with any important legal matter, you are strongly urged to contact a licensed professional before making any decisions that could impact your tax liability. Please Contact Us for advice as to whether your corporation will qualify for S-Corporation status.

Limited Liability Companies (LLCs) have been featured prominently in the news for the last few years, and with good reason. Why is this? Whereas traditional companies have some short-comings for the business owner, LLCs offer a solution that is appropriate for many.

One way to define an LLC is as a merger of the partnership and the corporation, except it has the all of the beneficial qualities of each and few or none of the less favorable aspects. It offers full limited-liability protection to all the owners (like the corporation), yet has a pass-through tax status (like the partnership). In addition, the LLC has a second layer of liability protection that shields the business from any personal lawsuits that may befall you.

LLCs are relatively new entities. Subsequently, there are details about the LLC that need some further explanation for many. Even the seasoned business owner with a working knowledge of corporations and companies often require some assistance in deciding if an LLC is the right answer.

Probably the easiest method to understand the concept of a LLC is to consider it as a regular partnership, with the exception of the fact that all of the partners have limited-liability protection. With this safeguard, the partners (also known as “members”) of the LLC are not personally liable for debts incurred or actions taken by the corporation. Next, as LLCs have to be formed with the state, and this lends them an “official” consideration. Finally, LLCs allow for the company to raise capital by selling off pieces of the company in the form of membership interests. But when all is said and done, LLCs were made to be easy. They are easy to understand and easy to run. Not to mention, if you make a mistake, the consequences aren’t as dire as they would be with a corporation.

LLCs, like most entities, are subject to state oversight. The problem with this is that not all states treat LLCs in the same manner; Thus, you will need to do a little bit of research to make sure you’re complying with the laws of the states you are transacting business in. For more information or if you have any questions about LLCs in the State of Nevada, please feel free to contact us.

Although in most states, more LLCs are being formed now than corporations, they are still a very new entity. Compared to corporations, which have hundreds of years of case law backing them up, courts still have a lot to decide about LLCs. When operating an LLC, know that some things are based upon assumptions rather than actual legal precedents, and this creates gray areas — and potential problems. After all, you don’t want to be the unlucky guy stuck in the courtroom when everything you thought you knew about LLCs is overturned. The best way to avoid this is to have a great registered agent who stays abreast of LLC laws for you. Should any monumental shifts occur in how LLCs are treated, we can fill you in so you can plan accordingly.

Regarding the Nevada Business License Fee

Frequently Asked Questions

What is the State Business License and who is required to file?

State law requires that every person or entity doing business in the State of Nevada obtain a business license annually. A business that meets the criteria shall not do business in the state of Nevada without the State Business License. Certain businesses may be exempt from the state business license requirement.

What is the cost of a State Business License and when is it due?

The State Business License Fee is $200 and must be renewed annually.Check, debit card, e-check, trust account, credit card and cash (only in-person) are accepted forms of payment.

How do I obtain/apply for a State Business License?

Effective October 1, 2009 a business must apply for the State Business License with the Office of the Secretary of State.online at www.nvsos.gov, by mail or in-person. online at www.nvsos.gov , by mail, or in-person.

Will a List of Officers or a Business License Application be rejected if not accompanied by the fees?

For entities that are formed under NRS Title 7, the business license fee is due at the time an Initial List of Officers or Annual List of Officers is due. The State Business License Fee is in addition to the fees for the initial or annual list.

For Non-Title 7 businesses (NT7) such as sole proprietors and partnerships, the business license application is required as soon as you begin to conduct business in Nevada.

For Title 7 entities, the application for a business license is part of the Initial List or Annual List of Officers filing and can be filed.

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.