TAX ADVANTAGES
· No business income tax.
· Personal income tax is prohibited by Nevada’s Constitution. Article 10 (1)(9)
· No estate tax.
· No franchise tax.
· No gift tax.
· No inventory tax.
· No tax on corporate shares.
· Property tax increases are limited by statute NRS 361.453, and Nevada’s Constitution, Article 10 (2)
· Nevada’s Constitution requires a legislative “Super-Majority” to increase any taxes or fees. Article 4 (18)(2)
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( 2.9 / 245 )Not intended to be legal advice, for discussion purposes only.
LEGAL ADVANTAGES
CORPORATION:
· Piercing the corporate veil in Nevada requires the presence of “fraud” or “manifest injustice”. This is the highest standard for
personal indemnification available. NRS 78.138 (7)
· Charging order protection for stock of closely held corporations protects stockholders of all Nevada corporations with
between 2 and 75 shareholders. Nevada is the first and only state to offer this level of shareholder protection! NRS 78.746
· Nevada’s charging order protection statute protects S corporations from losing their federal S election in the event of a
judgment against a shareholder. This prevents potentially significant negative tax consequences. NRS 78.746
· Corporate directors have greater flexibility in consenting to corporate actions. NRS 78.115 - 78.140
· Reinstatement of entities has the legal impact as if the corporation had always been in good standing, thus preserving the
corporate veil. NRS 78.180(5)
· Dissenting shareholders prohibited from voting shares or receiving dividends in certain circumstances. NRS 92A.380(3)
· Efficient, predictable Business Court minimizes the costs and risks of business litigation.
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( 2.9 / 164 )Not intended to be legal advice, for discussion purposes only.
All statutory business entities require documentation that must be completed, maintained and kept on file to prove the business and its owners are acting as an entity rather than as an individual. C Corps, S Corps, LLC’s, LLP’s, Partnerships and Limited Partnerships all must have documentation substantiating their formation and existence in good standing as statutory entities with limited liability. No matter which entity you choose, you will need to create and file, at a minimum, articles of incorporation, articles of organization or certificate of limited partnership. But you may also need meeting minutes, a resident agent, a Federal Identification Number, and initial organization filings. In order for a corporation to remain legally and financially separate from its owner (which is the most likely reason you incorporated to begin with), you must have the paperwork that makes your corporation real and proves its existence. And you must file the appropriate paperwork with the appropriate parties (such as government agencies and regulators). However, no matter how carefully you set up your initial corporate documents, no matter how perfect and thorough they are, you aren’t done. There are a variety of filings, records and documents due every year. Forget to file the right papers with the right people at the right time and your company is no longer independent. Paper is all that protects you and your assets from lawsuits. But that paper, done right and right on time, can be like corporate Kevlar.
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( 3 / 157 )Not intended to be legal advice, for discussion purposes only.
Justice Lewis wrote: "The majority opinion now eliminates the charging order remedy for the multi member LLC, as well, under its theory of "non-exclusivity" which is a disaster for the entities."
If you are using a Florida LLC to protect your assets or conduct your business you may want to reconsider your State of organization and entity of choice. Nevada allows an LLC to easily convert to a Nevada entity. The advantage is that you now have a Nevada entity, which clearly recognizes the charging order as the “exclusive” remedy.
Remember, asset protection is an ever-changing arena. The Olmstead case was decided in a way that allowed another government agency, The Federal Trade Commission (FTC), to collect. Of course, the case now applies to the benefit of all creditors. In an evolving field it is important to stay current, informed and adjust accordingly.
PLEASE CALL 1-800-655-0538 FOR MORE INFORMATION.
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( 3 / 134 )Not intended to be legal advice, for discussion purposes only.
FLORIDA LLC ASSET PROTECTION SUFFERS MAJOR DEFEAT!
Florida’s Supreme Court took away a key Florida LLC asset protection benefit in deciding Olmstead vs. Federal Trade Commission (FTC) (SC 01-109, Fla. June 24, 2010). Previous to the ruling, a charging order was the sole remedy whereby a judgment creditor could only receive applicable distributions from the LLC. Now, a judgment creditor may directly seize the ownership interest of the member in any single member LLC.
The Olmstead decision allows Florida courts to order a judgment debtor to surrender all right, title and interest in the debtor's single member Florida LLC and its assets to satisfy a judgment. Prior to the ruling many had believed that Florida law provided that the charging order was the exclusive creditor remedy.
NOT ANYMORE!
Multi member Florida LLC owners as well as any LLC from any other jurisdiction that is registered and qualified to conduct business as a foreign entity in Florida should be EXTREMELY concerned by this ruling also. Writing a dissent in the 3-2 decision Justice Lewis warned that the Olmstead ruling implies that the charging order is a non-exclusive remedy for any LLC, whether single or multi member, whether Florida organized or not.
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