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Nevada Corporations Online

Nevada Corporations Online

Incorporate in Nevada

NEVADA CORPORATIONS

 

WHAT IS A CORPORATION?

A corporation is a legal, artificial person: a person that is separate, distinct, and TOTALLY APART FROM “YOU”.  It is not YOU.  You are not IT. It is a distinct, different, and totally separate legal or artificial person.  For example if you set up a corporation and name it John Doe. It is the same as if you gave birth to a baby and named it John Doe. It will have its own identification and presence.

A corporation is a distinct, legal entity separate and apart from its members, stockholders, directors or officers.  Although it is a separate entity, it can act only through its members, officers, or agents and cannot have knowledge or belief of any subject independent of the knowledge or belief of its people.  A stockholder (owner or partial owner) is a holder of shares of stock in the corporation and is not the legal entity itself anymore than a parent is the child.

A stockholder is not the employer of those working for the corporation nor is he the owner of corporate property.—IF YOU HANDLE EVERYTHING PROPERLY AND WITH DETAILED REGULATION ACCORDING TO THE LAWS OF NEVADA, THE STATE OF BIRTH.

A corporation is an artificial person.  Its rights, duties and liabilities are no different than those of a natural person under similar conditions except, of course, where IT is required to comprehend or think. That’s what the board of directors is for; they do the thinking. PROOF THAT THE DIRECTORS THOUGHT ON BEHALF OF THE CORPORATION IS EVIDENCED BY THE RECORDED MINUTES AND RESOLUTIONS, PAPERWORK.  For example, a corporation may become a debtor or trespasser. A corporation can buy, trade, sell and make loans, literally anything you as a person can do.  Think it through. The possibilities become fascinating and you can be most creative as you become informed.

A corporation is A CITIZEN OF THE STATE WHEREIN IT IS CREATED. THAT IS WHY NEVADA IS STRONGLY PREFERRED, SO THAT YOU CAN TAKE ADVANTAGE OF THE BEST CORPORATION AND TAX LAWS IN THE U.S.—LEGALLY AND WITH VERY LITTLE TROUBLE. YOU DON’T EVEN HAVE TO VISIT THE STATE. (YOU DO HAVE TO HAVE A RESIDENT AGENT WITHIN THE STATE OF NEVADA ). A CORPORATION DOES NOT CEASE TO BE A CITIZEN OF THE STATE IN WHICH IT IS INCORPORATED BY ENGAGING IN BUSINESS OR ACQUIRING PROPERTY IN ANOTHER STATE.

Since CORPORATIONS are solely creatures of statute (law), the powers of a corporation in another state are derived from the constitution and laws of the state in which it is incorporated.

A corporation is a legal person which has an existence separate and apart FROM ITS STOCKHOLDERS. As an artificial person, a corporation is considered to have its domicile (home) in the state wherein it is incorporated and the place where it has its registered or statutory resident agent or home office in that state.  When the corporation is actually in a different place, the site of its resident agent is sometimes said to be its “statutory domicile”.

The existence of the corporation is not affected by the death or bankruptcy of a shareholder or by the transfer of its shares.  IT HAS A CONTINUOUS EXISTENCE.  IT IS IMMORTAL for as long as it complies with the annual requirements of the state in which it is incorporated.

The IMPORTANT POINT to remember is that when you own a Nevada Corporation, the corporation exists as a SEPARATE entity or person.  YOU CAN LIVE ANYWHERE YOU CHOOSE, IN ANY STATE OF THE U.S. OR ANY FOREIGN COUNTRY. IT IS THE CORPORATION WHICH CONFORMS TO THE REQUIREMENTS OF THE STATE IN WHICH IT “RESIDES”. NEVADA, YOU WILL FIND, IS THE STATE WITH THE BENEFITS TO PROTECT YOU AND YOUR CORPORATION. 

You can check to see if the name you want is available through the Nevada Secretary of State's website Nevada Secretary of State  or have us do it for you.

To provide a reasonable set of guidelines as to what might constitute “doing business” in a foreign jurisdiction, we will use the State of California as the example. Please be sure to check the requirements in your own jurisdiction, as they probably will vary in one way or another from this example.  On the other hand, your home-state’s regulations just might provide a broader range of exempt activities than does California.  Again, bear in mind that when we use the word “state” we could just as well be referring to a foreign country.

Business Exempt from Qualification in the State of California

California Corporations Code 191 Click on Link to read on the State of California Website

191. (a) For the purposes of Chapter 21 (commencing with Section 2100), "transact intrastate business" means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce.

(b) A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business or merely because of its status as any one or more of the following:(1) A shareholder of a domestic corporation. (2) A shareholder of a foreign corporation transacting intrastate business. (3) A limited partner of a domestic limited partnership. (4) A limited partner of a foreign limited partnership transacting intrastate business. (5) A member or manager of a domestic limited liability company. (6) A member or manager of a foreign limited liability company transacting intrastate business.

(c) Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation shall not be considered to be transacting intrastate business within the meaning of subdivision (a) solely by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes. (2) Holding meetings of its board or shareholders or carrying on other activities concerning its internal affairs. (3) Maintaining bank accounts. (4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositaries with relation to its securities. (5) Effecting sales through independent contractors. (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance outside this state before becoming binding contracts. (7) Creating evidences of debt or mortgages, liens or security interests on real or personal property. (8) Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.

(d) Without excluding other activities that may not constitute transacting intrastate business, any foreign lending institution, including, but not limited to: any foreign banking corporation, any foreign corporation all of the capital stock of which is owned by one or more foreign banking corporations, any foreign savings and loan association, any foreign insurance company or any foreign corporation or association authorized by its charter to invest in loans secured by real and personal property, whether organized under the laws of the United States or of any other state, district or territory of the United States, shall not be considered to be doing, transacting or engaging in business in this state solely by reason of engaging in any or all of the following activities either on its own behalf or as a trustee of a pension plan, employee profit sharing or retirement plan, testamentary or inter vivos trust, or in any other fiduciary capacity: (1) The acquisition by purchase, by contract to purchase, by making of advance commitments to purchase or by assignment of loans, secured or unsecured, or any interest therein, if those activities are carried on from outside this state by the lending institution. (2) The making by an officer or employee of physical inspections and appraisals of real or personal property securing or proposed to secure any loan, if the officer or employee making any physical inspection or appraisal is not a resident of and does not maintain a place of business for that purpose in this state. (3) The ownership of any loans and the enforcement of any loans by trustee's sale, judicial process or deed in lieu of foreclosure or otherwise. (4) The modification, renewal, extension, transfer or sale of loans or the acceptance of additional or substitute security therefor or the full or partial release of the security therefor or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution. (5) The engaging by contractural arrangement of a corporation, firm or association, qualified to do business in this state, that is not a subsidiary or parent of the lending institution and that is not under common management with the lending institution, to make collections and to service loans in any manner whatsoever, including the payment of ground rents, taxes, assessments, insurance, and the like and the making, on behalf of the lending institution, of physical inspections and appraisals of real or personal property securing any loans or proposed to secure any loans, and the performance of any such engagement. (6) The acquisition of title to the real or personal property covered by any mortgage, deed of trust or other security instrument by trustee's sale, judicial sale, foreclosure or deed in lieu of foreclosure, or for the purpose of transferring title to any federal agency or instrumentality as the insurer or guarantor of any loan, and the retention of title to any real or personal property so acquired pending the orderly sale or other disposition thereof. (7) The engaging in activities necessary or appropriate to carry out any of the foregoing activities. Nothing contained in this subdivision shall be construed to permit any foreign banking corporation to maintain an office in this state otherwise than as provided by the laws of this state or to limit the powers conferred upon any foreign banking corporation as set forth in the laws of this state or to permit any foreign lending institution to maintain an office in this state except as otherwise permitted under the laws of this state.

Additional Exemptions

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