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

• No Corporate Income Tax
• No Taxes on Corporate Shares
• No Franchise Tax
• No Personal Income Tax
• Nominal Annual Fees
• 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.
• No Franchise Tax on Income
• No Inheritance or Gift Tax
• No Unitary Tax
• No Estate Tax
• Competitive Sales and Property Tax Rates
• Minimal Employer Payroll Tax – 0.7% of gross wages with deductions for employer paid health insurance
• Nevada’s Business Court
  • Developed on the Delaware model, the Business Court in Nevada minimizes the time, cost and risks of commercial litigation by:
    • Early, comprehensive case management
    • Active judicial participation in settlement
    • Priority for hearing settings to avoid business disruption
    • Predictability of legal decisions in commercial matters

Should I Incorporate?
There are many forms of business and many strategies available within each form of business. The type of business entity that is best for you depends upon your needs and goals and can be determined from an assessment of the following information. Here at State Agent and Transfer Syndicate, Inc., we specialize in making sure that your corporation is real, your paperwork is in order, and that your plans and needs can be realized. There are some things you need to consider before making your decision.

1. Past History: This involves assessing the assets and liabilities of the business and the individuals involved in that business. It is rare that a business is established without any past history, or that the individuals involved don’t have issues in their lives which could affect the business or make the business impact them.
2. Liability Protection: In this litigation prone society, one needs to consider the potential for lawsuits and creditor actions against the company and its participants as well as against individual conduct outside the enterprise.
3. Tax Planning: The way a business is established can have a significant tax impact on the company and people involved in it.
4. Estate Planning: Ultimately, a business will be dissolved, sold, or passed on to future generations. Several issues regarding estate planning can be impacted by the kind of business entity established.

What is A Corporation?
The term Corporation or Incorporation refers to the establishment of a business entity. The form may vary, but these enterprises have many features in common, and a few features that distinguish them for use in special situations. In reference to entity development, we are experienced in the establishment and management of Limited Liability Companies (LLC’s), Partnerships, S Corporations, and C corporations.

A corporation is a creation of the State in which it is established (domiciled) and has many of the rights and privileges of a citizen of that State. For Federal tax purposes a domestic corporation is one that operates within the United States. For State tax purposes a domestic corporation is one that is formed within the State in which it operates. When operating in a State other than the State in which it is created it is subject to the laws of the State where it is conducting business. While your corporation has to play by the rules of the State you are doing business in, the corporation is a citizen of the State where it was formed and has the protection of the laws of that State. That is the main reason Nevada Corporations have become popular all over the United States (and the world) today. Nevada is very corporation friendly. State laws governing the establishment and conduct of a corporation vary from State to State. In Nevada special attention is given to issues of indemnity and privacy. The stockholders and officers of a Nevada Corporation are afforded very favorable treatment in many ways. For many years Delaware was the State of preference and Delaware Corporations are still common today. Today however, Nevada is the State of preference for forming a corporation. Before further exploration on this issue lets look again at the reason for establishing a corporation in the first place.

A corporation can be formed in a fairly short period of time, but like any person it can take years to establish credit and stand alone without the guarantees of the owners or officers.

A corporation offers excellent protection from lawsuits for the individuals involved in the company, if it is ran properly. There are ways to indemnify the officers and shareholders and insure them so that they are protected from litigation arising from the conduct of the company depending on the place of incorporation. This is in fact a major reason people incorporate businesses today. Beyond the legal issues and the proper conduct and operation of the corporation there is also the issue of privacy. In a lawsuit the opposing attorney will almost always attempt to prove that the individuals in the company, either as stockholders, officers, directors, or employees are personally responsible and therefore can be held liable in the lawsuit. This is one area where the State of incorporation is very important. There are some questions to consider when selecting a state: What information is a matter of public record? Can the Officers, Directors, and Stockholders, be indemnified against claims? What IRS agreements for sharing information does the State have in place?

Corporations are formed in large numbers by people who have bought into the idea that a corporation is a tax shelter or that taxes can be avoided by forming multiple corporations for the purpose of transacting business between them, establishing different fiscal years, and avoiding taxation. This is a complicated area involving controlled groups, rules of attribution, and issues of related parties. One would be well advised to obtain sound legal council before participating in this kind of business activity.

When a corporation is formed, it is formed as a C corporation (at the state level). That is, the corporation is responsible for paying income tax. By consent of all of the stockholders, the corporation can elect to be an S corporation, IRS form 2553. An S corporation is not taxable for income tax purposes. Taxes are passed to the shareholders on schedule K-1 much like a partnership. This election does not affect the liability protection of the corporation. Since there are so many issues that can be involved, the best tax strategy for a corporation is to consult a tax expert on such matters. Take a look at our Tax Savings & Strategies page, we offer professional tax services for your business.

The corporate structure also allows for many other tax advantages surrounding key man life insurance, retirement plans, professional expenses and many other issues.

Estate Planning is big business today. The concerns over social security, potential estate taxes, and selling or closing an ongoing business make corporations an ideal tool in this area. This is another area where the State of Incorporation is an important factor, since the sale and transfer of stock differs from State to State. The manner in which stock is held is a key issue in determining proper estate planning.

One last, and commonly neglected area of running a corporation is having a pre-planned exit strategy. This is the back door that may be needed if things really do go wrong. There may come a time when it is in the best interests of the stockholders to withdraw from a corporation and almost no one plans for this occurrence.

One way to look at any investment is the cost verses the benefit. One should weigh the cost of conducting business as a corporation with the long terms benefits to determine if it is a good investment. Corporations are a preferred way of doing business, this is because corporations are well understood and have a large body of case law to rely on. Properly run corporations can give the participants a good vehicle for conducting business in our litigation prone society.

The cost of incorporating is generally higher than other forms of business. Costs of registering a corporation vary from State to State. Legal and Accounting Firms typically charge a premium for setting up corporations because the filing and establishment of the corporation is critical.

Ongoing accounting is expensive when compared to a sole proprietorship. Minutes, meetings, financial records, resolutions, and tax returns create more work, although in this respect the ongoing process is similar to trusts, partnerships and other business entity forms.

Take a look at our Incorporate Online Page to calculate
the incorporation that is right for you.

What Is A LLC?
The LLC is ideal for holding and managing property and is commonly used as an estate-planning tool in conjunction with estate planning trust arrangements. Internal revenue code allows the LLC to be owned by a trust, foreign person or corporation, or individual. LLC law specifically protects the members from personal liability.

These business forms are a management tool. Any tool is only as good as the quality of the materials used to build it and the character and experience of the craftsman that forms it. For these structures to work to maximum advantage one must bring them into being properly and follow a plan for operating the business with a view toward real world situations. Hope for the best, prepare for the worst.

Structurally the LLC or Limited Liability Company operates in a hybrid form. From a tax standpoint the record keeping and reporting are similar to a partnership or S Corporation. Profits are passed through to the individual members. Membership interests are issued rather than stock and there are few corporate (i.e. minutes) maintenance requirements. The LLC is a good form for holding property or for Real Estate Partnerships. Privacy issues are well protected also. Case law is limited and tax advantages may be greater in the corporation structure. General Asset protection is very good. California and Nevada Law support the development of LLC’s and this form of business has held up very well in litigation.

What Is A Limited Partnership?
A Limited Partnership is an excellent business type in which to title investment properties. The day-to-day management of a Limited Partnership can be handled by a few General Partners leaving the major part of the ownership as Limited Partners with limited liability exposure.

What Is A Business Trust?
Business Trusts were introduced into the Nevada business scene in the 1999 Session of the Nevada State Legislature. The Business Trust provides a form of entity separate from one or more individuals in which property is held. The Trust has a term of existence that will survive beyond that of any one of its Trustees.

What Is An International Client?
Our International Clients have special needs particularly in the area of business correspondence and document delivery. For this reason we must gather additional data to serve them.

Jed Block
President
State Agent and Transfer Syndicate, Inc.
Phone:  800-253-1013
Fax:   775-882-8628