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Why you should organize your Limited Liability Company or Corporation in Nevada:

Nevada has been very aggressive in making laws to attract business to Nevada, especially from people in nearby California. Nevada has favorable state income tax rates. Nevada has designed its laws to make it very difficult for a creditor of a Corporation to sue the stockholders personally. For this reason, Nevada Corporations have been growing in popularity.

Despite these positive aspects of Nevada's legislation, some business owners find more benefit by forming their companies in Delaware. Click here to learn some of the key business difference between Delaware and Nevada.

For personal service, please feel free to call our Incorporation Specialists on our toll-free line (800) 759-2248 if you have any questions.

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What are Corporations?



A Corporation is a form of business entity that legally exists completely separate from the people running it. A Corporation is governed by the laws of the state of incorporation so it is important for an owner to "forum shop" for, and incorporate in, the most business-friendly state possible. This rarely happens to be the state in which the owner resides.

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Choosing between C-Corporations and S-Corporations



The Initial Decision

In the beginning stages of a Corporation's life, the difference between a C-Corporation structure and an S-Corporation structure should have little significance to the owner. Every Corporation filed with any U.S. state starts out as a General Corporation. There is therefore is no distinction between the Articles of Incorporation for a C-Corporation versus the Articles for an S-Corporation.

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Why Form a C-Corporation?

"Double Taxation" is widely recognized as a significant drawback of the C-Corporation corporate structure. There are, however, many benefits of the C-Corporation that can greatly outweigh this downside. Some of these benefits include:

C-Corporation Financial Benefits:

  • 15% tax on the Corporation's first $50,000 of income
  • 15% tax on dividends distributed from after-tax corporate income
  • Promissory notes (to borrow money from the Corporation)
  • Fiscal year (optional)
  • Income averaging (reducing taxes by shifting profits and losses between years)
  • Offsetting future gains (by building up operating losses during the first few years)
  • More tax deductions (e.g. MERPs)

C-Corporations for Consultants:

Despite the rule that Personal Service Corporations are not eligible for the C-Corporation structure, Consultants can take advantage of a C-Corporation loophole. A consulting company can be classified as a C-Corporation if it gives at least 6% of its company stock to "non-employees" (e.g. spouses).

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Why Form an S-Corporation?

The S-Corporation structure is a good way for owners to reduce the amount of money they pay to Social Security and Medicaid. The owner's salary is broken up into two parts: one part that is subject to self-employment tax, and one part (deemed an "S-Distribution") that is only subject to individual tax – not Social Security or Medicaid tax. This allows for a reduction in the employment tax burden of 3% or more.

(Note: Partnerships, which are taxed under "Subchapter K," cannot choose the S-Corporation structure).

Protecting Assets:

Incnow (Agents and Corporations, Inc.) usually suggests that liabilities between separate businesses be legally separated. For small business owners, it is often best to own the company land through an LLC and then lease that property to your business (which could be run as an S-Corporation). This prevents judgment creditors of your business from being able to collect against your real estate equity.

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Election Requirements

A Corporation filed with any state, according to the Internal Revenue Code, is to be taxed under "Subchapter C." This means that, for tax purposes, all Corporations start out as C-Corporations.

After formation, if a Corporation's owners want to be taxed as an S-Corporation, they would need to file a Subchapter S federal tax election (via Form 2553) within either 75 days after incorporating or 75 days after the beginning of the calendar year. To make this election, the Corporation is required to have no more than 100 owners, all of whom must be U.S. Citizens or permanent resident aliens. After the S election is made, the company must file Form 1120 'S', rather than Form 1120. Regardless of whether the company is an S-Corporation or C-Corporation, it will still be considered a General Corporation by the state of incorporation.

LLCs can also choose to be taxed as either S-Corporations or C-Corporations, rather than as Partnerships. For S-Corporation treatment, Form 2553 would be required. For C-Corporation treatment, Form Form 8832 would be required.

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Form a Nevada Corporation



GOLD Service

GOLD Service Package: All-inclusive package, without kit (click here) ($660) -- includes:

  • Name search
  • Articles of Incorporation
  • Resident Agent service through January 2010 ($90.00 annually thereafter)
  • Minutes and stock certificates, ready-for-signature
  • Minute book
  • Bylaws
  • Certified Copy of filings *($30)
  • Expedited fee (avoids 2-week delay) for Articles of Incorporation *($125)
  • Initial Statement of Officers / Directors *($125)
  • Expedited fee (avoids 2-week delay) for Initial Statement of Officers / Directors *($75)
  • Certified Copy of Initial Statement of Officers / Directors *($30)

* Items marked with an Asterisk, all included with the GOLD Service Package, may also be ordered separately with the Basic Service plus Documentation Package or Basic Service Package for the fee listed.

Typical processing time for un-expedited filings in Nevada is 2-3 weeks.

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Basic Service plus Documentation

Basic Service plus Documentation Package (click here) ($298) -- includes:

Note: NOT INCLUDED in the Basic Service plus Documentation Package or the Basic Service Package, but REQUIRED under Nevada Law is the ($125.00) Initial Statement of Officers / Directors. (This statement is REQUIRED to be filed in paper or online within 30 days after formation).

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Basic Service

Basic Service Package (click here) ($189) -- includes:

Note: NOT INCLUDED in the Basic Service plus Documentation Package or the Basic Service Package, but REQUIRED under Nevada Law is the ($125.00) Initial Statement of Officers / Directors. (This statement is REQUIRED to be filed in paper or online within 30 days after formation).

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David Williams

Agents and Corporations (INCNOW) is owned and operated by David N. Williams, Esq. a Delaware and Florida attorney with a Masters Degree in Taxation from NYU.

John WilliamsVice President John L. Williams, Esq., is an attorney licensed in Delaware, New York, Massachusetts, New Jersey, and Pennsylvania.

a. John Williams recently lectured at a National Business Institute seminar and the Delaware Trust Conference on how to use a Delaware LLC in business transactions.

About Us

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The Williams Law Firm, P.A. acts as general counsel for Agents and Corporations, Inc. The firm has an "A" rating from the Martindale Hubbell Law Directory. To decide on the type of company you should form and to get help with the technical details, call 800-759-2248.

Contact Us

If you have any questions on which entity or state to choose, then please contact us for immediate assistance.

Contact:
David Wiliams, Esq., John Williams, Esq., or any of our Incorporation Specialists
Address:

Agents and Corporations, Inc.
18124 Wedge Parkway, Suite 925
Reno, Nevada 89511

Website:
Phone:
302-575-0877
Toll-free:
800-759-2248
Fax:
302-575-1642
E-Mail:

When sending us an e-mail, please provide us with your name, address, telephone number and fax number so that we can promptly respond to your request. Thank you.