Company formation in Nevada
An offshore tax haven for non-US residents
Why using Nevada incorporation services
A company – both a Nevada LLC and a Nevada corporation – can become an effective business tool both for US nationals and non-US business people. Non-US nationals can consider forming a Nevada LLC for optimizing their tax burden and protecting the assets.
We recommend forming a Nevada LLC (Limited Liability Company) rather than a Nevada corporation. A Nevada LLC combines the advantages of a corporation (limitation of liability) with the advantages of a partnership (tax obligation passes through to the tax returns of the members of the Nevada LLC).
Moreover, a Nevada LLC formed by non-US residents generating no income from the source in the USA could be used as an offshore vehicle allowing avoiding tax liabilities in the USA. This makes a Nevada LLC popular with clients who are not US citizens.
Advantages to incorporate in Nevada
Why incorporating in Nevada?
No franchise tax
Privacy of shareholders
- Personal Liability Protection of officers of Nevada Corporations.
- No minimum capital requirements to form a Nevada Corporation.
- And much more…
Think of what you paid last year in state or country income tax. Nevada offers opportunities for greater profit because there is no state income tax or capital gains tax. These are advantages corporations cannot be afforded in other states or countries.
Limited Liability Company (LLC)
Nevada also allows Bearer Shares and Nominee Officers. Many Attorneys and Accountants are often asked to provide an anonymous “cloaked entity” for their clients.
To do this you need to have possession of the “bearer share” stock certificate and appoint nominee officers and/or directors for the company. We can provide all of these services for you without you having to travel back and forth to Nevada to do it yourself.
If you have ever considered incorporating, or if you are already incorporated, you should strongly consider the advantages that a Nevada Corporation has to offer.
The most tax advantages type of company for non-US residents
Similar to a Sub Chapter S Corporation for citizens of the U.S., in a Limited Liability Company, the earnings flow directly to the owners, thereby eliminating Corporate Income Taxes. A regular corporation would be subject to Federal Corporate Income Tax and State Corporate Income Tax. These combined rates can be as much as 40% of the Profits. Whether you are an entrepreneur, attorney, or certified public accountant, we can help you establish a company in Nevada and provide specific information about forming a company in this jurisdiction.
Why incorporate in Nevada?
And more importantly, why were nearly 45,000 entities formed here last year? Unfortunately, most businesses incorporate in Nevada for the wrong reasons: to save money on state income taxes and to maintain privacy. Nevada is now the preferred jurisdiction in which to incorporate. Incorporating in Nevada gives access to a series of fiscal and legal benefits. Asset Protection and tax exposure reduction are the two primary reasons that people choose to incorporate in Nevada.
Minimum number of incorporators – One or more.
Eligibility requirements – None.
Duties – Delivering articles of incorporation to the Secretary of State for filing.
Corporate purpose – Nevada allows a corporation to be formed for any lawful purpose(s).
Minimum number of Directors – One or more. Age requirements – Directors must be a natural person at least 18 years of age. Residence requirements – No provision.
Eligibility requirements – The articles of incorporation or bylaws may list director qualifications. A director does not need to be a resident of this state or a shareholder of the corporation unless stated in the articles of incorporation or bylaws.
The articles must list the number of shares the corporation is authorized to issue, including certain information on classes and the par value of each share.
Main reasons to incorporate in Nevada
The main reasons to incorporate in Nevada are lawsuit protection, credibility, tax savings, deductible employee benefits, anonymity, the ease of raising capital, creating a separate legal entity for personal protection, a Nevada Corporation has a broad range of powers beyond that of a sole proprietorship, small claims court benefits, separate liability for corporate debts, and perpetual duration. When you incorporate in Nevada you create a separate legal person. You are a shareholder. You can control the corporation. However, when the Nevada business is sued you can be protected from being sued personally when you incorporate in Nevada.
When you incorporate in Nevada with us, we prepare and file your articles of incorporation with the Nevada Secretary of State. To help you successfully incorporate in Nevada, we also conduct a name search, assist you in the preparation of bylaws and provide other customized services corresponding to your needs. Once your articles of incorporation have been successfully filed, your Nevada Corporation begins its existence as a corporate entity.
If you’re thinking about reorganizing your business, you might want to form a Nevada LLC. You receive some of the benefits of Nevada Corporation filing without being hit by the double taxation common in S corporations.
Many Nevada corporations are subject to taxes on profits and additional taxes on dividends. This is not the case when you form a limited liability company. If you form a Nevada LLC you will receive protection from personal liability for things like lawsuits ad other financial claims against the company. In an LLC, you do not issue stocks to raise funds, or revenue for capital investment. Instead, members are issued interest certificates that reflect the amount or share of their investment in the company. An LLC is run by the members, and the power vested in these members is determined by percentage of ownership.
You can form a Nevada LLC by filing with the office of the Secretary of State. In most cases this process is simple, and takes as little as a couple of days to complete. It’s a good idea to consult with an attorney or other financial adviser before filing for this status. You may want to weigh the alternatives to determine which business structure meets the needs of your business, your customers and your partners. This is a relatively recent way to structure a business that helps to protect individuals from financial liability.
An LLC, or limited liability company, is structured in a similar manner to traditional corporations. You can file for a Nevada LLC in just a matter of a couple of days. There are a number of restrictions and bylaws which you must agree to adhere to in order for your business to be granted LLC status. You can find specific information about the process online by searching the official website of the Secretary of State.
Many times forming a Nevada LLC allows you to receive some tax benefits that you cannot receive when you form a full-fledged corporation. It’s important to weight the advantages and disadvantages with someone who you can trust. If you find the process overwhelming, you can hire a filing company to do the job for you. This is a great idea if you are filing out of state, or you find the process overwhelming. If you live outside of the state of Nevada, or outside of the country, and you’re thinking about filing for corporate status, you will need to find a Nevada registered agent. This is a person or company that is charged with accepting official documents and other correspondence on your behalf in your absence. You can personally employ someone to perform this task, or you can hire a filing company to do the job for you. During the course of the fiscal year, the Nevada Secretary of State may need to contact you regarding all kinds of different business concerns. You will not be granted corporate status until you provide the name and address of your Nevada registered agent. This is a safety net required by the state to ensure that you run a responsible and ethical business in the state.
Protection of individual investments
Many time business owners and board members choose to incorporate to protect their individual investments. If you’re a business owner, you know how frightening it can be to face litigation from customers and business partners. When you form a corporation in Nevada, you protect you bank accounts and personal property from loss.
In exchange for this security, you must provide a Nevada registered agent for the processing and servicing of all legal claims against the corporation. One of the best things you can do if you live outside the state of Nevada is assign a non-partisan registered agent. This provides you with the additional protection you may need when it comes to defending your business practices in a court of law. Many Nevada corporation filing companies offer this service for a nominal fee. This is a great way to take the worry out of official state business. Unlike a personal friend, or business partner, hired agents are paid to perform the simple task of receiving and forwarding all official business.
We offer a unique combination of professional services ranging from domestic Incorporation, Partnerships/LLC’s, and Business Trusts, Nominee Director services, complete Office Suite/Identity services.
We will advise clients, as they require detailed explanations of structural organization that will minimize their tax exposure. We also can prepare articles of incorporation, by-laws and shareholder/board of director minutes and/or operational contractual agreements. Our services are designed to meet the needs of our clients from all over the globe.
It’s extremely difficult for anyone to pierce your corporate veil
First, what exactly does “piercing the corporate veil” mean? When you form a corporation, whether it’s in Nevada, California, Texas or wherever, you must follow certain corporate formalities. Remember, a corporation can do everything you can do except act or think, so it does those things through your board of directors, officers and shareholders. If your corporation does not keep accurate records of meetings by minutes, and if the corporation commingles funds, it makes it easier for someone to pierce your corporate veil if the corporation is involved in a lawsuit.
Low capitalization is another reason why corporate veils get pierced. In some states, like California, we recommend that you capitalize your corporation with at least $1,000. If you don’t, it’s easier for someone to prove that you are simply the alter ego of the corporation (one and the same as the corporation), and then pierce your corporate veil! Also, Nevada has a certain attitude about piercing the corporate veil, which is why major corporations domicile in Nevada.
Major corporations are domiciled in Nevada
First, in Nevada, anyone trying to sue you must pass a three-prong test-they must prove all three parts to pierce your corporate veil: the corporation must be influenced and governed by the person asserted to be the alter ego; there must be such unity of interest and ownership that one is inseparable from the other; and the facts must be such that adherence to the corporate fiction of a separate entity would, under the circumstances, sanction fraud or promote injustice. The burden of proof for all three “general requirements” is on the plaintiff who is seeking to pierce the veil, and a failure to prove any of the three will result in your veil not being pierced! Essentially, Nevada says that unless they can prove fraud, your corporate veil will not be pierced! That is awesome protection!
We recommend that you keep accurate corporate records to protect your corporate veil, and make sure you have adequate capitalization as well.
In Nevada the shareholders of a standard corporation may consist of any number of individuals of any nationality, and/or any number of Corporations. Shareholders identities are protected in Nevada. Any individual or nominee, as a Director or Officer in a Nevada Corporation, is protected from personal liability for acts committed on behalf of the Corporation, by the Corporation.
What is Incorporation and what are the benefits? Incorporation is the establishment of a legal entity otherwise known as a Corporation. Corporations may enter into contracts, open financial accounts and is generally afforded rights and privileges similar to a person. Asset Protection and tax exposure reduction are the two primary reasons that people choose to incorporate, or organize as Limited Liability Companies (LLC) and Limited Partnerships (Ltd. Partnership).
Tax compliance and the corporate shield
To best meet IRS compliance guidelines, the Entity must establish a legal street address, mail service, communication (telephone answering service) and banking services within the jurisdiction of incorporation. The bank account should indicate the name, address and telephone number of the Entity. All payments for office rental, telephone, personnel, licenses, etc. should be paid by check from that bank account. Sales, purchases, contracts, exchange of funds, tax returns, information returns, etc. should be consummated at the primary business office within the jurisdiction of incorporation. All receivables, payables, deposits and correspondence must be mailed to/from the business office in the jurisdiction of incorporation. The Entity should also have a business license and/or Certificate of Authority from the jurisdiction of incorporation. This “paper trail” proves that your Entity operates and does business within the jurisdiction of incorporation. Supporting activities may be carried out at your current place of business.
How does Mr. C. Ryan protect his personal assets from the lawsuit?
Through the utilization of an Offshore Identity Program, ABC Sports, Inc. proves that it does in fact operate as a separate entity from within the jurisdiction of incorporation (Nevada). Mr. C. Ryan reveals that the business has a legal street address, phone service is available, revenues are deposited in the Nevada bank account, and expenses are paid from that Nevada bank account. The lawsuit is eventually dropped. Unfortunately the young attorney’s brother-in-law works for the California Department of Taxation, and he has an appointment with ABC Sports, Inc. regarding its state tax return. The dollar signs quickly fade from the brother-in-law’s eyes as Mr. C. Ryan proves that ABC Sports, Inc. is in fact a Nevada corporation operating from its Nevada headquarters. While ABC Sports, Inc. did file a California state tax return, its tax exposure was simply a weighted percentage of the sales consummated in California. This drastically reduced the tax liability, much to the chagrin of the brother-in-law.
LLC tax compliance and the corporate shield
The principal issue when forming an LLC will be whether pass-through taxation is desirable; if not, the LLC can be structured to be taxed as a corporation. The LLC can be organized with two or more members. Members may be any person or legal entity, domestic or foreign, who own an interest in the company. Members have no liability (under California Corporations Code Section no. 1700, Chapter 86 of NRS in Nevada, and under WS 17-15-101 through 17-15-136 for Wyoming) for the debts, obligations or liabilities of the company to any third parties, whether any such debts, obligations or liabilities arise out of contract, tort or otherwise, solely by reason of being members of an LLC. An LLC requires no general partner, so all of the members have the same limited liability, regardless of ownership interest.
Unlike a Limited Partnership, a Limited Liability Company is not required to declare a general partner. The manager of a Limited Liability Company does not have to maintain a one percent interest in the entity; therefore the personal assets of the manager can not be attached by a creditor seeking payment of a Limited Liability Company debt. Furthermore, no member of a Limited Liability Company may be held fully liable for any debts of the company.
LLC’s can allocate specifically any distribution of income, gain, deduction, or loss among its members. Stockholders of corporations organized under Subchapter S of the IRS guidelines are limited to distributing interest among its shareholders in proportion to holdings of capital. The entity may have any number of stockholders, unlike a sub S corporation that is restricted to a maximum of 35 investors. In addition, corporations, partnerships, certain kinds of trust, and non-resident alien individuals are restricted from being shareholders of a sub S corporation. LLC’s are not subject to these restrictions.
LLC operating costs are inherently lower those of a sub S corporation. Whereas a general partner may not be removed by members of the Limited Partnership, an LLC is not required to declare a general partner. Managers designated by members of an LLC may be subject to removal if desired. Businesses Which Benefit Most From Becoming An LLC. Companies that are closely held entities not to be traded publicly in the near term may benefit from organizing as an LLC.
Business activities which typically benefit from organizing as an LLC include:
Real estate developers
Members may contract debt (acquire loans) on behalf of the LLC. Once the property is acquired, any income, gain, deduction, or loss may be specifically allocated among the Members. This combination of provisions essentially allows for the transfer of capital gains from one member to another. The obvious advantage is when allocating the capital gains from a domestic entity to a foreign entity, typically a Bahamas (IBC) Corporation. The domestic entity avoids the excise tax for a transfer of property to a foreign entity and the foreign entity is exempt from capital gains taxes!
Corporate joint venture
Rather than using wholly owned subsidiaries to establish a general partnership joint venture, corporations may form an LLC that will provide the same amount of limited liability as well as pass-through taxation.
Subsidiaries of Sub S corporations
A sub S corporation may not own more than 80% of an LLC subsidiary corporation; however, a sub S corporation may form a wholly owned subsidiary LLC. Owning the subsidiary LLC would allow the parent S corporation to expand its resource base.
Venture capital vehicle
LLC’s allow considerable opportunities for investment of company capital into income-generating ventures since the potential number of investors are unlimited. Venture profitability can be enhanced further when members are structured as offshore corporations. This not only allows for reduction in tax exposure, but also a greater level of asset protection and scrutiny. Bahamas Incorporation Services are available through Nevada First Holdings, Inc. Please call for additional information.
Small or family businesses
LLC’s are ideal for small or family-operated businesses. There is total flexibility for structuring management and ownership, and members avoid double taxation.
Organizational differences among states
California must specify a dissolution date, which may be at any point in time. Neither Nevada nor Delaware may specify a period of duration greater than 30 years. Wyoming has no limit, and may designate “perpetual” as a period of duration if so desired.
Cash contribution disclosure
Freedom of contract
Nevada and Wyoming do not have a State income tax; California levies an annual franchise tax of $800.00; Nevada requires an annual List of Officers or Members filing, fee $175.00; Delaware levies an annual franchise tax of $200.00.
Tax operating direction
Subsequent persons may be admitted as General Partners or Limited Partners, pursuant to established partnership agreements or to unanimous consent. The contribution and distribution of capital is generally allocated in the partnership agreement. Changes in the allocation may be made by unanimous consent or as stipulated in the partnership agreement. Limited Partnerships can not operate in perpetuity; a dissolution date must be submitted at the time of organization. The aforementioned characteristics of a Limited Partnership should be compared to those of a Limited Liability Company when deciding which business entity best fulfils your needs.
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