NEVADA CORPORATION INFORMATION
A corporation is formed by filing Articles of Incorporation with the Secretary of State. The State of Nevada when it accepts the Articles issues a Corporate Charter. Once the corporation is chartered, it may then go about the business of getting itself organized. Most of the corporations we file are general corporations. The Articles of Incorporation must contain the name and address of at least one director. We also have aged, or shelf corporations for those situations which require an already established entity.
If you do not want your name to appear anywhere on the public record, you can choose our nominee services for privacy. Call us for details. One of our nominee agents will be listed as the director and all officers for public record. The Articles of Incorporation we file provide indemnification and protections you won't find with most incorporation agencies.
Types of Corporations
Regulated by NRS78 a general corporation is the most common type of business entity. A corporation is owned by stockholders. A stockholder's personal liability is limited to the amount of their investment. The corporation's existence is eternal as long as it is in good standing within the jurisdiction that it exists. This is the entity that the great majority of clients form. The disadvantage mentioned by those not familiar with corporate strategies of a "C" corporation is the possibility of being taxed twice. Once at a corporate level, and once again at the individual rate, if the Corporation pays the individual by issuing a dividend. However, if dividends are not declared, there is no double taxation problem. The advantages to this entity are explained in great length in many books and there are many, many advantages to doing business corporately.
The board of directors are responsible for managing the affairs of the corporation. Usually, directors make only the major business decisions and supervise and appoint the officers who make the day-to-day business decisions of the corporation. Officers are responsible for the everyday management of the corporation. Typically, officers are appointed directly by the board of directors. It is important to note that a shareholder may serve on the board of directors and as an officer. In fact in Nevada one person is enough to form a corporation.
Your corporate expenses may include automobiles, planes, home offices and equipment,cellular phones, business travel, business meals, medical, dental, and optical benefits, tax deferred retirement plans for the officers of the corporation are all among the many legitimate pre-tax expenses allowed corporations. As long as the Corporation has the same benefit policy for all of it's employees, even if it's just mom and pop, the pretax benefit package may more than pay for the cost and time involved taking care of business corporately rather than individually.
Close Corporation:
Regulated by NRS 78a a "Close" corporation is a different from a General Corporation in that the shares are not usually available to sell outside of the small group of stockholders who are also usually involved in the day to day operation of the company. The Close Corporation cannot "go public" and has less rigid meeting requirements. This type of entity serves well for partners who do not desire a board of directors to formally guide the Company and its operation.. There are Close Corporations structured to eliminate the board of directors which gives the stockholders the right to run the company directly and all responsibilities that the board has in a General corporation.
- Meant for the small, tight-knit group
- Restricted to no more than 30 stockholders- Cannot "Go public"
- Eliminates a Board of Directors
- Stockholders take on the directors' responsibilities
- Stockholders manage the company directly
- Restrictions on the sale or transfer of stock
- Corporation may be run like a partnership with all corporate benefits
- Provisional director may be appointed to settle disputes
- Can be Subchapter S if all qualifications met.
S Corporation
A form of corporation, allowed by the IRS for most companies with 75 or fewer shareholders, which enables the company to enjoy some benefits of incorporation but be taxed as if it were a partnership is called a Subchapter S Corporation.
Nevada corporations can elect to make a Subchapter "S" Election . It is authorized by the IRS to permit a corporation having fewer than 75 shareholders to "pass through" its profits directly to the shareholders without a corporate tax. This permits the small corporation to offer its shareholders limited liability while enjoying the tax advantages of a partnership. All shareholders must sign the IRS Form 2553 Election. You should consult an accountant before making the Subchapter S election because it may increase your personal taxes more than offsetting the savings in corporate taxes. The form must be filed within 75 days from the date of your incorporation. While it can save the shareholders money by avoiding federal corporate taxes, if they were to be paid dividends, the Subchapter S election does pass through all profits to the shareholders whether or not any dividends are paid to them. Subchapter S corporation shareholders have to report all premiums paid on their behalf as taxable income whereas officers of a "C" corporation do not.
LLC INFORMATION (click for more info)
Articles of incorporation for a C corporation are known as articles of organization for an LLC. The bylaws of a C corporation have their equivalent in the operating agreement of an LLC (neither of which is filed with the Secretary of State as a matter of public record). An LLC may be run by a manager or managers, equivalent to a C corporation’s director(s). Alternatively, it may be run by its members, which would make it most similar to an S corporation (a C corporation that elects S corporation status), allowing for profits to flow through to the members. The LLC, when run by a manager, can have it's members taxed as a limited partnership under the proper operation. The LLC also has "charging order" protection rather than being subject to judgments as a corporation or individual is.
In many ways the LLC , which has only been around for twenty plus years, has been an awkward corporate form and we have seen little to no advantage in going with an LLC over a C corporation. In some cases where two or more corporations might work together on a specific project of a limited duration, an LLC has been used basically as the agreement between the cooperating parties—but why not just have an agreement? As a consequence, we have been involved in the establishment of many corporations fewer LLCs, up ’until recently. SB 51 passed unanimously effective October 1, 2001 changes the strategies available for LLC's. Our link to the complete bill will show the changes made before final passage, and the intent of the Legislature. We think you'll agree the business environment in Nevada is favorable by legislative design contrary to repressive legislation in some other jurisdictions. Here are links to other state corporate laws.
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Silver Shield Services, Inc.
3315 Hwy 50
Silver Springs, Nevada 89429
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