We offer a variety of Business Solutions, from Corporations and Limited Liability Companies (LLCs), Registered Agent Services, and much more.
Registered Agent Services from $125/year.
Single Member LLC from $399.
Corporation or Multi Member LLC from $1300.
Get Started Today, Call 702.736.7774
New Business Formation
"What Luck! A Recession! It's a Great Time to Start a New Company" Inc. Magazine May 2008
Corporations and Limited Liability Companies (LLCs).
Click Here for information about the various Entity Formation Packages that we offer, or read on to learn more about business entities.
Get Started Today, Call 702.736.7774
NEVADA CORPORATION
We form new business entities primarily in Nevada, California, Arizona, Utah, and Delaware.
A corporation is a separate and distinct legal entity. It's like creating an artificial person has the ability to live forever. A corporation can open a bank account, own property and do business, under its own name. The primary advantage of a corporation is that its owners, known as stockholders or shareholders, are not usually personally liable for the debts and liabilities of the corporation. For example, if a corporation gets sued and is forced into bankruptcy, the owners will usually not be required to pay the debt with their own money. If the assets of the corporation are not enough to cover the debts, in most cases the creditors cannot go after the stockholders, directors or officers of the corporation to recover any shortfall.
A board of directors oversees the management of a corporation. The board of directors are responsible for making major business decisions and overseeing the general affairs of the corporation. Directors are elected by the stockholders of the corporation. Officers of the corporation (i.e. President, Treasurer, etc.), who run the day-to-day operations of the corporation, are appointed by the directors. To remain compliant with the law, corporate officers and directors must hold regular company meetings, the record of which is documented and maintained as the minutes of these meetings.
One major disadvantage of a traditional corporation is double taxation. A traditional corporation, known as a "C” corporation, pays a corporate tax on its corporate income (the first tax). Then, when the “C” corporation distributes profits to its stockholders, the stockholders pay income tax on those dividends (the second tax).
To avoid double taxation, corporations can pay all of its yearly profits to employees or vendors or make a special election to be taxed as a pass-through entity, like a partnership or a sole proprietorship. In other words, there is only one level of taxation. The corporate profits "pass through" to the owners, who pay taxes on the profits at their individual tax rates. Corporations that make this tax election with the IRS are known as "S” corporations.
NEVADA LIMITED LIABILITY COMPANY (LLC)
Like a corporation, a Limited Liability Company (LLC) is a separate legal entity from the owners of the LLC. The owners of an LLC are referred to as "members" rather than stockholders or shareholders as with corporations and may be member managed or manager managed.
LLCs are becoming more and more popular. They combine the personal liability protection of a corporation with added tax benefits where certain income, deductions, and losses can be passed through the company to the individual tax return of each member (like an “S” corporation). In other words, the members of a LLC are not usually personally liable for the company's debts and liabilities, and they have the benefit of being taxed only once on their profits similar to a partnership. This is why an LLC is frequently referred to as a hybrid of a corporation and a partnership because it offers the personal liability protection of a corporation along with a lot of the tax benefits and flexibility of a partnership.
THE "SERIES" LLC
Delaware created it and Nevada recently adopted it, but what is it?
A series LLC is like taking a parent company and its many subsidiaries and making them all one company, but separating each "series" or subsidiary into a "cell" that may keep its assets and liabilities separate from the other "cells" and the parent company. The main advantage is less paperwork to keep track of and a reduced amount annual filing fees paid to the state. For instance, say you had a parent company and four separate subsidiary companies. You would have five distinct and separate entities, with five different names, and pay annual fees to the state for each entity. If you had a series LLC chartered in Nevada you would have one entity, one name and pay one-fifth of the annual fees to the state.
The series LLC is particularly useful for real property management, and for entertainment companies. You can have the parent company (the property management company or production company/band) and then series companies for rental properties A through E, or the touring company, publishing company, merchandising company, etc., all separate and distinct for asset and liability protection, but all related for operational ease.
Although LLCs are becoming more and more popular, we tend to use LLCs only in instances when the specialized nature of the LLC is appropriate. One should proceed with caution when creating a LLC because there is very little settled case law regarding LLCs, their operating agreements can become very complicated, and should litigation between the members ensue down the road, the resolution of the issues leading to litigation are likely very uncertain. This differs from a corporation, where many significant issues that may lead to litigation have been litigated before, and the outcome of a new case is much more certain.
WHAT ABOUT OTHER BUSINESS ENTITIES?
PARTNERSHIPS
General partnerships afford the least protection and the most exposure to you personally. We generally do not recommend the formation of general partnerships, instead we recommend the formation of a new separate entity.
JOINT VENTURE
Generally a joint venture is like a partnership, but there are several major differences. When a joint venture is formed it theoretically creates a new entity. The parties may choose a corporation, LLC, partnership or other entity for the venture. A joint venture is usually formed by two or more entities for a particular purpose, recognizing that the entities have other business interests that may or may not compete with the particular purpose of the joint venture.
PROFESSIONAL CORPORATIONS, BUSINESS ASSOCIATIONS, OTHER SPECIAL ENTITIES
We can form other specialized entities tailored to fit your needs. Call for a consultation.
Get Started Today, Call 702.736.7774
WHAT IS INCLUDED?
In most cases for the full service formation of a privately held Nevada corporation or LLC, we provide the following legal services and form such and entity for you.
Click Here for more information on the various Entity Formation Packages that we offer.
Our full service "Platinum" package includes:
- "Long Form" Articles of incorporation/organization prepared and filed with the Nevada Secretary of State *(Plus Required $75 Filing Fee and $30 Fee for Certified Copies of Filed Articles)
- Filing Initial/Annual List (required) with the Nevada Secretary of State (Plus $125 Filing Fee)
- Up to two hour consultation with a business lawyer
- Preparation of "Long Form" Bylaws or Operating Agreement in most cases (complex LLCs may incur additional attorney's fees))
- Preparation of documents related to first meeting of Board of Directors or Members
- Guidance on entity organizational procedure
- Assistance on obtaining Taxpayer Identification Number for entity
- One year of Registered Agent Service
- Guidance on business licensing requirements
If you have an existing business entity and would like to appoint on of our attorneys as your Registered Agent for service of process please Click Here for details about this service.
Certain complex LLCs and other entities may incur a rate for entity formation greater than the fee quoted above. This depends on the complexity of the entity, number of shares issued and other factors which will be discussed with you before the formation of the entity.
*rates subject to change based on the complexity of the entity or should the Secretary of State modify the amount of filing fees or filing requirements.
Please call us today to schedule a consultation so that we may help you further your goals.
702.736.7774
Learn More
-
Photography and Image Rights.
So you went on vacation and took some great photographs with your new digital camera. Some are of famous buildings, some have people in them, some don’t. You post them on your website and get comments from your friends about how great the photos are and that you should sell them to a magazine.
-
Copyright Preregistration.
Copyright preregistration is a service intended for works that have had a history of prerelease infringement. Copyright preregistration focuses on the infringement of movies, recorded music, and other copyrighted materials before copyright owners have had the opportunity to fully complete or market their products.
-
Internet Domain Names as Trademarks.
Registering and using a domain name is easy, just be the first person to register it, or purchase the registration rights from someone else. As long as you pay your registration fee each year you can use the domain name as you wish, provided you are not breaking the law or infringing on another’s rights. However, using a domain name in commerce to the point that it can receive federal trademark registration is not so easy, and in some cases not possible.
-
Obscenity Laws.
With the ever shortening attention span of the public, entertainers and entertainment providers keep pushing the envelope, presenting content that is often more “edgy” and outrageous than ever. Content that was taboo just a decade ago is finding its way not only into satellite/cable broadcasting but also onto the public airwaves as part of popular primetime traditional network programs.