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Corporations

A Corporation is a business structure and is considered a living, breathing entity. It can transact any type of legal business. A Corporation can buy and own property, it can grant credit, borrow money and/o loan money. A Corporation can make contracts, and it can  sue and be sued. A corporation can enter into joint ventures.  It can  be a general or limited partner in a limited partnership. It can acquire stock in another corporation and it can be a trustee. All of the Corporation's assets and liabilities belong to the Corporation. Bottom line: the Corporation is a total, separate, breathing being,  just as it's stockholders, management, and board of directors.

For more details on Corporations, click here.

 Most Common Organizational Types

 S Corporation: An S Corporation is a corporation that derives it's name from Subchapter S of the Internal Revenue Code. It is geared towards small mom and pop business'. An S Corporation's Income and Deductions flow through to the shareholders which is then taxed at the shareholders tax rates. The S Corporation has many of the advantages and disadvantages of the C Corporation, covered below. The S Corporation has many more restrictive rules than the C Corporation such as: fringe benefits that can be offered to stockholder employees and who may own the shares and how many. 

In our opinion, the S Corporation is recommended too many times by accountants, CPA's, and attorney's as an easy solution for a small business enterprise because of it's ease of use and accounting procedures. On rare occasion, this might be the correct structure, but we hardly ever recommend a Subchapter S corporation. Contact Us

 C Corporation:  This is the most common type of Corporation structure and is known as a regular corporation. It is named after Subchapter C of the  Internal Revenue Code. A C Corporation pays corporate taxes on it's profits according to established corporate tax rate tables.

  Advantages

Limited Liability: Private Property of stockholders, directors and officers of the corporation are exempt from any corporate liabilities except under certain conditions.
 
Lower Tax Rate: Corporate Tax rates are only 15% up to $50,000 in income vs. Personal Tax rates. Once over $50,000 in income, the Corporate tax rates are higher than personal rates.
 
Existence in Perpetuity: Does not terminate with the death or disability of it's principals.
 
Can Have a Credit Profile: and buy/finance with only a Corporate Guarantee - By building your corporate credit, you no longer have to personally guarantee corporate debt. Click here to find out more.
 
Diversity of Ownership: Ownership can be as diverse as the imagination can perceive.
 
Easy Transfer of Ownership: The mere transfer of ownership is accomplished by transferring the corporate stock and the business remains undisturbed. 
 
 
Major Tax Advantages: By living a corporate lifestyle - The corporation spends it's pre-tax dollars then pays taxes on the money that is left, instead of the personal lifestyle, where you pay taxes and then spend what is left. This feature alone can realize an extra 25-40% increase in your spendable income.
 
 
    • Automobile: Can buy or lease its employee's automobiles. If it is used solely for business, all expenses of operation and maintenance are deductible.
 
    • Meals & Entertainment: 50% are deductible as long as they are "ordinary and necessary" in carrying on the business.
 
    • Travel Expenses: The following expense are 100% deductible if they are "ordinary and necessary":  All transportation, lodging, gas, automobile charges, telephone, meals and entertainment are subject to travel rules. 
 
    • Business Expenses: You can structure expenses to be business related.
 
    • 280-A Election: Rent your home 14 days a year tax free.
 
    • Section 179: Allows you to deduct up to $100,000 as a current expense, rather than amortizing expenses for tangible equipment purchases during the year.
 
    • Equipment Expenses
 
    • Deductible Life Insurance
 
    • Corporate Charitable Contributions
 
    • Dividends received: Can exclude 80% of income derived from paid dividends of another corporation.
 
    • Qualified Pension plans:  Can put pre-tax dollars in a defined Pension Fund up to 25% of your salary.

 

 Disadvantages

Initial Startup Costs: Corporate startup costs are higher than either partnerships or sole proprietorships.  In our opinion, this disadvantage is negligible when compared to the benefits that a Corporation provides.
Greater Government Supervision
 
Record Keeping Requirements
 
Liability Exposure: If you have not built your corporation's credit, you must personally guarantee debt. If incorporated in any state other than Nevada, your liability exposure is increased substantially. Nevada has stronger laws regarding protecting the "corporate veil" and the liability of the officers.
Higher Tax Rate: Corporations tax rates are higher than personal in the lower levels of income over $50,000.00 dollars. The pre-tax spending of a corporation in some ways negates this disadvantage.
 

For more details on Corporations, click here.

 

Why You Should Be Living a Corporate Lifestyle Even
If You Don't Have a Business or a Large Amount of Assets. 

Under the law, a corporation is an artificial "person," completely separate from the people who own and operate it. This is different from an individual or sole proprietorship, where the owner bears full and complete financial responsibility for his actions. Because it is an independent entity, a corporation's debts and and taxes are separate from those of its owners, officers, and directors. Therefore, a corporation provides an individual, whether in business, salaried, or on commission, with the greatest personal liability protection and the greatest tax advantages.

If you take a look at living a Corporate Lifestyle, you will discover that you will have far more spendable cash because of the way a Corporation is taxed. In a normal job, you get taxed on your income, and then you get to spend what is left over and you have very limited deductions available. When you live the Corporate lifestyle you spend first and then pay taxes on what is left over. So you can apply all the deductions above as a corporation before you pay taxes, such as car, dining expenses, entertainment, insurance, pension funds and on and on and on. Then if your left over income is under $50,000 you only pay 15% tax. It is the only way to go.

Your corporation can maximize profits by taking advantage of the tax laws. A corporation can write off most purchases of goods, vehicles, and services as expenses. By organizing your activities so that much of the profit goes to a corporation in tax-free Nevada, you can dramatically increase your net income. You pay the government less - and take home more!

Flexibility

A corporate structure allows you to place different projects under separate corporations. You retain complete control of all projects. But if one runs into trouble, it won't suck the profits away from the other, more successful projects. Without incorporation, your profitable projects would have to pay the debts of any unsuccessful ventures!

Estate Benefits

Because a corporation's existence is perpetual, your corporation can outlive you. By using estate-planning strategies that are possible, you may be able to pass your estate to your heirs without going through probate. This can save both legal costs and inheritance taxes.


We Recommend Incorporating in Tax-Free Nevada
Because of the Unique Advantages
Only A  Nevada Corporation Can Offer !

 

Nevada Offers Complete Privacy
There is a reason why almost all successful people choose to incorporate. It permits them to manage their assets anonymously. Their private corporate lives are never made public. Only in Nevada can a corporation be set up so that, while you own and control your corporation, your identity and ownership can remain a total secret. Some individuals choose to have separate corporations for their larger assets such as a home, brokerage account, rental property, boat, or recreational vehicle. Asset Protection Alliance can even structure your corporation so that you Social Security number is never disclosed.



 

No Reciprocity or Exchange of Information with the IRS
Nevada has a long history of asserting its independence from outsiders, including the federal government. With legal prostitution, gambling, and the twenty-four-hour lifestyle that goes with it, Nevadans have always been viewed by the feds as a bunch of pirates, mobsters, or worse. Although most casinos are now owned by publicly traded companies with traditional reporting requirements, there is a huge, underground cash economy the IRS would love to get its hands on. To prove the point, the IRS audits a higher percentage of Nevadans than residents of any other state. The Bugsy Siegel days may be over, but Nevada still resents government intrusion into its unique lifestyle.

In 1991, then Governor Bob Miller specifically refused the IRS's request to use state computers to find tax cheats. He also refused to open up employment, motor vehicle, and other records to the IRS because "... there is too great a potential for abuse of people's right to privacy." Miller went on to order Perry Comeaux, Director of the State Department of Taxation at the time, to notify the IRS office southern Nevada that state records will not be shared. Comeaux stated flatly, "I told them we weren't going to do anything to expand any cooperative effort with the Internal Revenue Service." That attitude continues to this day.

Most states routinely share unemployment records, welfare and social services records, workers' compensation records, driver registrations, and even motor vehicle registrations with the IRS. Nevada is the only state that does not comply with IRS requests for information.

As and example, California residents who routinely file individual or corporate state income tax returns will have their financial information checked against their federal return without their knowledge. Many states have agreed to this arrangement because the sharing agreements allow the states to have access to IRS records to verify state personal and business tax returns.

There are also reporting agencies and credit bureaus, such as Dun & Bradstreet, that are permanently linked by computer to the various government offices across the country. They keep track of judgments recorded, bankruptcies filed, even the names of the parties in some lawsuits if the information is available.


What if the IRS forces Nevada to sign an information-sharing agreement? Let's assume the worst and assume an information-sharing agreement is signed. Similar to my testimony concerning corporate owners, Nevada can only give the IRS the information it has: the name and address of the officer(s), and director(s) of the corporation all of which are already a matter of public record and posted on the Nevada secretary of state's Web site! An information-sharing agreement with the IRS would have no impact on the privacy of Nevada corporate owners as long as a nominee officer/director and bearer shares are being used. A Nevada corporation by itself does not reduce or eliminate anyone's federal tax liability, but it does provide its owners with anonymity and asset protection.

Operate Tax-Free

  • Business-friendly Nevada is Tax Heaven for Companies and Individuals
  • No corporate income tax
  • No gross receipts tax
  • No tax on issuance of corporate shares
  • No stock sale or transfer tax
  • No estate tax
  • No personal state, city, or county income taxes
  • No inventory tax
  • No franchise tax
  • No capital stock tax
  • No succession tax 
  • No stamp tax
  • No gift tax
  • No inheritance tax
  • Lower property taxes than most states

You Can Be Completely Anonymous
Nevada still believes in the independence of the old west. The people of Nevada believe in small government that doesn't meddle in the business of its citizens - including its corporate citizens. Many other states now allow lawsuits to "pierce the corporate veil," and enforce personal liability for the debts and actions of the corporation on its officers and directors. Nevada law clearly makes the actions of a corporation's representatives exempt from personal responsibility except in cases of outright fraud.

A Nevada corporation is required to list only the names and addresses of its president, secretary, treasurer, and director(s) with the Secretary of State. And that is all. All of these positions may be held by one person. Asset Protection Alliance can provide a nominee to fill all of these positions - ensuring your complete privacy. The names and addresses of any vice presidents need not be listed, however.

Nevada law does not require stockholders to register with the state. Therefore, you can won all the shares in your Nevada corporation, maintaining complete control of operation, while designating representatives as your officers and directors - and your identity will be kept completely secret.

Nevada Is the Only State That Allows the Use of Bearer Shares for Privacy 
of Ownership
. Nevada is also the only state that permits corporations to issue Bearer Shares, the form of stock best suited to guarantee the owner's anonymity. The stock certificate is issued to the Bearer and may be redeemed by anyone who has it in his or her possession - just like cash. The person who has possession of the Bearer Shares of a corporation is legally the owner of the corporation. This makes it almost impossible for anyone to track down the ownership of your corporation.

Use Your Nevada Corporation to Lower Your Taxes.
If you have a corporation in your home state and a corporation in Nevada, you can use a perfectly legal strategy to cut your taxes. Just have your Nevada corporation sell services, such as advertising, marketing, or consulting to your home corporation. Properly done, the sale of services will absorb the profits of the home corporation. With no profits, the home corporation will owe no tax in the home state. The Nevada corporation shows the profit, but owes no taxes in tax-free Nevada. And you save a bundle.

Plus These Other Advantages in Nevada

  • No minimum start-up capital required 
  • No annual reports necessary
  • Shareholders and directors need not be residents of Nevada (or even U.S. citizens) and do not need to come to Nevada to form the corporation
  • Nevada has one of the lowest incorporating costs in the United States
  • No need to list the assets of the corporation
  • A Nevada corporation can own property in any state without having to be incorporated in that state
  • One-person corporations permitted
  • Director and shareholder meetings may be held anywhere in the world
  • No delay - a Nevada corporation can be formed in twenty-four hours




 

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