Incorporate in Nevada from Any State

338 Pages·2008·9.11 MB·English

by  Mark Warda

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ISBN-13: 978-1-57248-662-1 2ND
ISBN-10: 1-57248-662-7 EDITION
SPHINX® PUBLISHING
AN 2ND
An Imprint of Sourcebooks, Inc.® www.sphinxlegall..ccoomm E MARK WARDA | ATTORNEY AT LAW EDITION
Incorporate_NV.qxp:05 NVCorp ch01 5/27/08 1:27 PM Page i
Incorporate in
Nevada
from
Any State
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Incorporate in
Nevada
from
Any State
Second Edition
Mark Warda
Attorney at Law
S P
PHINX® UBLISHING
ANIMPRINTOFSOURCEBOOKS, INC.®
NAPERVILLE, ILLINOIS
www.SphinxLegal.com
Incorporate_NV.qxp:05 NVCorp ch01 5/27/08 1:27 PM Page iv
Copyright © 2008 by Mark Warda
Cover and internal design © 2008 by Sourcebooks, Inc.®
All rights reserved. No part of this book may be reproduced in any form or by any electronic or
mechanical means including information storage and retrieval systems—except in the case of
brief quotations embodied in critical articles or reviews—without permission in writing from its
publisher, Sourcebooks, Inc.® Purchasers of the book are granted license to use the forms
contained herein for their own personal use. No claim of copyright is made to any government
form reproduced herein. All brand names and product names used in this book are trademarks,
registered trademarks, or trade names of their respective holders. Sourcebooks and the
colophon are registered trademarks of Sourcebooks, Inc.®
Second Edition: 2008
Published by: Sphinx® Publishing, An Imprint of Sourcebooks, Inc.®
Naperville Office
P.O. Box 4410
Naperville, Illinois 60567-4410
630-961-3900
Fax: [phone]
www.sourcebooks.com
www.SphinxLegal.com
This publication is designed to provide accurate and authoritative information in regard to the
subject matter covered. It is sold with the understanding that the publisher is not engaged in
rendering legal, accounting, or other professional service. If legal advice or other expert assis-
tance is required, the services of a competent professional person should be sought.
From a Declaration of Principles Jointly Adopted by a Committee of the
American Bar Association and a Committee of Publishers and Associations
This product is not a substitute for legal advice.
Disclaimer required by Texas statutes.
Library of Congress Cataloging-in-Publication Data
Warda, Mark.
Incorporate in Nevada from any state / by Mark Warda. -- 2nd ed.
p. cm.
Includes index.
ISBN 978-1-57248-781-9 (pbk. : alk. paper) 1. Incorporation--Nevada--Popular works. 2.
Incorporation--Nevada--Forms. I. Title.
KFN813.5.W37 2008
346.793'06622--dc22
2008015096
Printed and bound in the United States of America.
SB 10 9 8 7 6 5 4 3 2 1
Incorporate_NV.qxp:05 NVCorp ch01 5/27/08 1:27 PM Page v
Contents
Using Self-Help Law Books . . . . . . . . . . . . . . . . . . . . . . ix
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xiii
Chapter 1: Should You Incorporate in Nevada? . . . . . 1
Advantages of Corporations and LLCs
Differences Between Corporations and LLCs
Advantages of Nevada
Disadvantages of Nevada
Chapter 2: Tax Considerations . . . . . . . . . . . . . . . . . . . 13
Corporation Tax Issues
LLC Tax Issues
Dual Corporation Tax Issues
Sales and Use Tax Issues
Business Tax Issues
Internet Tax Issues
Canadian Tax Issues
Employer Identification Number
Chapter 3: Business Name . . . . . . . . . . . . . . . . . . . . . . . 21
Choosing Your Business Name
Searching the Name
Registering Your Name
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vi incorporate in nevada from any state
Chapter 4: Corporate Paperwork . . . . . . . . . . . . . . . . . 29
Articles of Incorporation
Bylaws and Minutes
Shareholder Agreement
IRS Form 2553
Corporate Supplies
Chapter 5: LLC Paperwork . . . . . . . . . . . . . . . . . . . . . . 39
Articles of Organization
Operating Agreement
IRS Form 8832
Chapter 6: Start-Up Procedures . . . . . . . . . . . . . . . . . . 45
Nevada Business License
Registering with Your Home State
Organizational Meeting
Records Book
Bank Accounts
Local Licenses
Chapter 7: Capital Structure and Selling Stock . . . . 53
Capital Structure
Classes of Interests
Payment for Interests
Securities Laws
Federal Exemptions from Securities Laws
State Securities Laws
Internet Stock Sales
State Securities Registration Offices
Chapter 8: Running a Corporation or an LLC . . . . . 67
Day-to-Day Activities
Records
Meetings
Committees
Distributions
Annual Lists
Employment Requirements
Incorporate_NV.qxp:05 NVCorp ch01 5/27/08 1:27 PM Page vii
contents vii
Chapter 9: Amending a Corporation or an LLC . . . . 73
Corporations
LLCs
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Appendix A: Selected Nevada Statutes and Fee
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
Appendix B: State Addresses . . . . . . . . . . . . . . . . . . . 199
Appendix C: Nevada Resident Agents . . . . . . . . . . . . 205
Appendix D: Blank Forms . . . . . . . . . . . . . . . . . . . . . . 211
Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 317
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Incorporate_NV.qxp:05 NVCorp ch01 5/27/08 1:27 PM Page ix
Using Self-Help
Law Books
Before using a self-help law book, you should realize the advantages
and disadvantages of doing your own legal work and understand the
challenges and diligence that this requires.
The Growing Rest assured that you will not be the first or only person handling
Trend your own legal matter. For example, in some states, more than 75% of
divorces and other cases have at least one party representing him- or
herself. Because of the high cost of legal services, this is a major trend
and many courts are struggling to make it easier for people to repre-
sent themselves. However, some courts are not happy with people who
do not use attorneys and refuse to help them in any way. For some, the
attitude is, “Go to the law library and figure it out for yourself.”
We write and publish self-help law books to give people an alternative
to the often complicated and confusing legal books found in most law
libraries. We have made the explanations of the law as simple and
easy to understand as possible. Of course, unlike an attorney advising
an i ndividual client, we cannot cover every conceivable possibility.
Cost/Value Whenever you shop for a product or service, you are faced with various
Analysis levels of quality and price. In deciding what product or service to buy,
you make a cost/value analysis on the basis of your willingness to pay
and the quality you desire.
When buying a car, you decide whether your top priority is trans-
portation, comfort, status, or sex appeal. Accordingly, you decide
among such choices as a Neon, Lincoln, Rolls Royce, or Porsche. Before