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Nevada corporations - how to start and run one

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By Stormy Brain


Video: Truth About Nevada Corporations


When it comes to forming corporations there are going to be different requirements that you have to fulfill depending on what state you are incorporating in. Not to mention that the way you run the corporation is going to depend on how you choose to incorporate it. So let's take a look at how to start and run a corporation in Nevada.

Here are the things that you are going to need to do in order to start and run a corporation in Nevada.

1. Corporate Name - you are going to need to choose a business name for your corporation. But when choosing the name you are going to need to keep the following things in mind:

  • Must be distinguishable from any other registered Nevada business entity and any reserved names on record, but this can be subject to certain exceptions under state law.
  • Must not appear to be that of a natural person or a given name without the addition of another word or words that makes it distinguishable from a natural person. This can include the word or abbreviation of the words "Incorporated", "Limited", "Company", or "Corporation".
  • May be subject to any other regulations that the Secretary of State might adopt.
  • Approval or certification might be required before you can file your articles of incorporation. The main reason that this might be the case is if the corporate name indicates that it might be related to banking, trusts, engineering, accounting, insurance or unit or home owners associations.

2. Articles of Incorporation - this is something that you are going to need to file with the Nevada Secretary of State. But under the Nevada Business Corporation Act, Chapter 78 of the Nevada Revised Statutes, certain information is required to be included in the articles of incorporation. Here is a summary of the information that is going to be required:

Incorporators:

  • Minimum number of incorporators - one or more
  • Eligibility requirements - any entity or person
  • Listing requirements - name and address of each incorporator must be listed in the articles o Corporate Purpose(s)
  • This can be anything that is legal because Nevada allows a corporation to be formed for any lawful business activity. And because of this you don't have to include this in the articles of incorporation, but you can


Video: Incorporate Your Business in Nevada and Pay Less Taxes

Director Information

  • Minimum number of directors - one or more
  • Eligibility requirements - director must be a natural person that is at least 18 years old. Articles of incorporation or bylaws might require additional qualifications for directors
  • Listing requirements - names and addresses of the initial directors must be listed in the articles of incorporation
  • Stock Information
  • Number of shares that the corporation is authorized to use must be stated in the articles
  • If it applies, the number of shares of each class and or series must also be stated
  • Street and mailing address of the corporation's initial resident agent
  • If the corporation is registered or intends to register as an investment company, any provision limiting or eliminating annual shareholder meetings must be listed
  • Optional Provisions - Nevada allows optional provisions to be integrated into the articles of incorporation for any corporation that wishes to formalize additional criteria, which can include:
  • Specific corporate purpose
  • Provisions managing the business and regulating the affairs of the corporation
  • Provisions governing the distribution or division of the profits of the corporation
  • Provisions eliminating the liability of directors for breach of fiduciary duty to the extent permitted by law

3. Bylaws - most Nevada corporations have bylaws although they are not required by the state to incorporate your business. But they are a good thing to have on hand because the bylaws are written to manage the business and affairs of the corporation. The corporation then maintains its bylaws at its main executive office. These bylaws are adopted by the board of directors for the entire corporation.

4. Officer Information - they officers for the corporation can be listed in the bylaws or they can be elected by the board. But these officers can appoint other officers as long as they are in compliance with the bylaws for the corporation. The only requirement that there is for an officer is that they are a natural person. But an officer can hold more than one office in the corporation. But the corporation has to have at least a president, secretary and treasurer, and one person can hold all three of those offices.

5. Resident agent - this is required by Nevada state law; every Nevada corporation must have a resident agent in Nevada. The resident agent is the person or entity that is designated to receive official state correspondence and notice if the corporation is ever involved with a lawsuit

  • Eligibility requirements - must maintain a business office which is open during regular business hours and the agent must either reside or be located in the state
  • Must also sign a Certificate of Acceptance on the articles of incorporation

6. Professional Corporations - a professional corporation is formed in order to render services within one specific profession, but it can be subject to certain state exceptions. But also with the professional corporation they must contain the words "Professional Corporation" or the abbreviation "Prof. Corp.", or the words "Chartered" or "Limited" or the abbreviation "Ltd." But the name must also contain the last name of one of its stockholders, if not more.

7. Initial List of Officers - this must be submitted before the last day of the month following the month in which the corporation was formed. The Initial List must be sent to the Nevada Secretary of State with the correct fee.

8. Annual Report - once a year you will have to file a List of Officers, Directors and Resident Agent with the Nevada Secretary of State. This list must be filed on the last day of the anniversary month of incorporation. The filing fee each year will depend on the value of the corporation's total authorized stock

9. Income tax rate - this is one of the main reasons why people like to form corporations in the state of Nevada. Nevada does not collect a state income tax

10. S Corporations - this is a corporation that has elected to be treated as a pass through entity for tax purposes. So this subchapter-S election has federal implications but not state implications if you incorporate in Nevada

11. Foreign Qualification - if your main place of business, your business office, is outside of the state of Nevada and you actually do business in the state that the office is located in you might be required to register as a "foreign corporation" in your home state, not in the State of Nevada.


Video: Should I incorporate in Nevada?

Here are some things that you are going to want to avoid when running your corporation in Nevada.

12. Relying on bearer shares - are supposedly a way of holding stock privately and they are also supposed to have some tax advantages. But even though they do exist they don't work the way people think they will

13. Not having the corporation have an employee - the IRS actually thinks that every corporation should have one employee. So they audit people because of the employee status compared to independent contractors. So having one employee will help to lower red flags for the IRS.

14. Relying on privacy as your primary asset protection strategy - most people use bearer shares and nominees to protect their assets in case of a lawsuit, but this doesn't work because you cannot remain private and still run a corporation there are always records

15. Having an independent contractor take fringe benefits to which employees only are entitled - this includes things like taking expenses for meals, entertainment and travel. But can also include no additional cost services, working conditions, qualified employee discounts, etc. These are things that are only eligible for employees to receive not independent contractors Not having substance by being based in

16. Nevada - must have certain things to be a properly formed corporation. Here is what you should have in order to be considered having substance:

  • Nevada corporation
  • Nevada bank account
  • Nevada physical and mailing address
  • Nevada phone number
  • Nevada business license, if one is even required for your business
  • Nevada office
  • An employee to the corporation, must pay the proper payroll taxes as well

17. Not issuing stock - can issue stock for as little as $100. But the stock can also be issued in consideration of cash, property or services. And there is no time constraint for issuing stock, you just need to make sure that you issue it

18. Thinking a Nevada corporation is an asset protection tool - do not think of a corporation as a way to protect your personal assets. Two drawbacks for using the corporation as an asset protector are:

  • Transfer of assets to and from the corporation can carry tax implications
  • Creditors of a stockholder can claim the shares you own or any obligations due you from the corporation. This is really bad if you own 100% of your corporate stock

19. Having a Nevada corporation without a business license - this will depend on the type of business you are running, but in order to do everything right you should apply for a business license. Besides having a business license makes your business that much more trustworthy.

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