About Us and FAQs
Nevada Only, LLC
Specializing in Nevada Aged Corporations & LLC's
What are corporate
by-laws?
By-laws of the corporation are the second most important document behind the Articles of Incorporation. By-laws are an internal document, and they are not filed with the state. The by-laws govern the internal affairs of the corporation. They define the rights and obligations of the corporation's officers, directors and shareholders. By-laws also state specific rules regarding corporate governance matters, such as the procedures for holding director and shareholder meetings, the number of directors of the corporation and listing what officers positions the corporation will have.
Because the by-laws control the internal governance of the corporation, they should be referred to whenever corporate action is taken, in order to ensure the action complies with the requirements set forth in the by-laws. For example, by-laws outline the requirements of the meetings of directors and shareholders. Therefore, when these meetings are held, they need to comply with the by-laws.
The board of directors typically adopts by-laws at their initial meeting. The directors should review them closely to determine if the by-laws are appropriate for the corporation. If appropriate, the by-laws should be adopted in the minutes of the initial directors meeting or in the absence of a meeting, by written consent of the directors. If the needs of the corporation change, the by-laws can easily be amended. No state filing is required. A simple affirmative vote of the directors or shareholders is all that is required to amend the by-laws of a corporation. Any amendments should be appropriately documented and kept with the corporate records.
You can order these by-laws on our "Corporate Options" page.
What are corporate
by-laws?
The S corporation is often more attractive to small-business owners than a standard (or C) corporation. That's because an S corporation has some appealing tax benefits and still provides business owners with the liability protection of a corporation. With an S corporation, income and losses are passed through to shareholders and included on their individual tax returns. As a result, there's just one level of federal tax to pay.
A corporation must meet certain conditions to be eligible for a subchapter S election. First, the corporation must have no more than 75 shareholders. In calculating the 75-shareholder limit, a husband and wife count as one shareholder. Also, only the following entities may be shareholders: individuals, estates, certain trusts, certain partnerships, tax-exempt charitable organizations, and other S corporations (but only if the other S corporation is the sole shareholder).
In addition, owners of S corporations who don't have inventory can use the cash method of accounting, which is simpler than the accrual method. Under this method, income is taxable when received and expenses are deductible when paid.
S corporations do come with some downsides. For example, S corporations are subject to make of the same requirements corporations must follow, and that means higher legal and tax service costs. They also must file articles of incorporation, hold directors and shareholders meetings, keep corporate minutes, and allow shareholders to vote on major corporate decisions. The legal and accounting costs of setting up an S corporation are also similar to those for a standard corporation. And S corporations can only issue common stock, which can hamper capital-raising efforts.
A corporation must make the subchapter S election no later than two months and 15 days after the first day of the taxable year to elect. Subchapter S election requires the consent of all shareholders.
The states treat S corporations differently. Some states disregard subchapter S status entirely, offering no tax break at all. Other states honor the federal election automatically. Finally, some states require the filing of a state-specific form to complete subchapter S election. Consult an attorney in your state to determine the rules that apply to your business.
An S corporation may revoke its subchapter S status by either failing to meet the conditions of eligibility for S corporations, or by filing with the IRS no later than two months and 15 days after the first day of the taxable year. Once the revocation becomes effective, the business will be taxed as a corporation.
When it comes to choosing the best structure for a business, many entrepreneurs have trouble making a choice between S corporations and LLCs--that's most likely because they possess similarities: They offer their owners limited liability protection and are both pass-through tax entities. Pass-through taxation allows the income or loss generated by the business to be reflected on the personal income tax return of the owners. This special tax status eliminates any possibility of double taxation for S corporations and LLCs.
That's where the similarities end. The ownership of an S corporation is restricted to no more than 75 shareholders, whereas an LLC can have an unlimited number of members (owners). And while an S corporation can't have non-U.S. citizens as shareholders, an LLC can. In addition, S corporations cannot be owned by C corporations, other S corporations, many trusts, LLCs or partnerships. LLCs are not subject to these restrictions.
LLCs are also more flexible in distributing profits than S corporations, wherein the corporation can only have one class of stock and your percentage of ownership determines the percentage of pass-through income. On the other hand, an LLC can have many different classes of interest, and the percentage of pass-through income is not tied to ownership percentage. The pass-through percentage can be set by agreement of the members in the LLC's operating agreement.
S corporations aren't without their advantages, however. One person can form an S corporation, while in a few states at least two people are required to form an LLC. Existence is perpetual for S corporations. Conversely, LLCs typically have limited life spans.
The stock of S corporations is freely transferable, while the interest (ownership) of LLCs is not. This free transferability of interest means the shareholders of S corporations are able to sell their interest without obtaining the approval of the other shareholders. In contrast, member of LLCs would need the approval of the other members in order to sell their interest. Lastly, S corporations may be advantageous in terms of self-employment taxes in comparison to LLCs.
You can order a Subchapter S Filing on our "Corporate Options" page.
Why incorporate with us?
We have among the best prices anywhere for setting up your Nevada corporation or LLC. We are Nevada specialists and only provide services for the State of Nevada. We are locally owned and based in Las Vegas. We have been in operation in the State of Nevada since 2004.
Why incorporate in the State of Nevada?
• No Corporate Income Tax
• No Taxes on Corporate Shares
• No Franchise Tax
• No Personal Income Tax
• Nominal Annual Fees
• Nevada corporations may purchase, hold, sell or transfer shares of its own stock.
• Nevada corporations may issue stock for capital, services, personal property, or real estate, including leases and options. The directors may determine the value of any of these transactions, and their decision is final.
• No Franchise Tax on Income
• No Inheritance or Gift Tax
• No Unitary Tax
• No Estate Tax
• Competitive Sales and Property Tax Rates
• Minimal Employer Payroll Tax - 0.7% of gross wages with deductions for employer paid health insurance
• Developed on the Delaware model, the Business Court in Nevada minimizes the time, cost and risks of commercial litigation by:
• Early, comprehensive case management
• Active judicial participation in settlement
• Priority for hearing settings to avoid business disruption
Why get an aged corporation or LLC?
Aged Corporation Advantage #1: The aged corporation is used to assume a business history. In this way, the business owner can claim, "We've been in business for three years," or for as old as the corporation has existed. This is an effective use of a aged corporation because most people won't ask in what capacity the corporation has existed or who owned it throughout that time period. It's an effective means to create a perception of business stability. The use of a aged corporation for this purpose is a marketing strategy to increase consumer confidence. Of course, only start-up businesses need a aged corporation for this purpose.
A aged corporation ages like wine; however, choosing the right age is important, so as to not overpay. Think in terms of your customer. Does it really mean anything? An aged corporation that's, "been in business for three years" is important for a consulting firm but not for a card shop, in terms of dealing with customers. The core issue is whether the age of the business is a determinant factor in the customer's criteria. Does the age of the business provide the customer a perception of stability and solvency that's convincing to the customer? If so, then an aged aged corporation may be in orde
Aged Corporation Advantage #2: The aged corporation eases the start-up of a business and when needing to establish business credit. Certain companies are known to only lease to small businesses that are at least six months old. Establishing corporate credit is easier with local suppliers when you have an aged aged corporation. In that sense, buying a aged corporation with at least six months of age is of great help.
Only buy an aged aged corporation, or "aged corporation", when there's a real benefit from using such an entity.
Example A: Wanda seeks to open a gift shop. An aged corporation may only help her in terms of dealing with new suppliers. Customers don't really care whether they buy a gift from a store that has no business history. A retail operation that deals in jewelry, electronics, or other specialty item may be different; however, because follow-up is important. The customer may feel that an business that with a history is more stable than one without. This may make or break sales.
Example B: Mike is starting an internet-based consulting firm catering to small businesses. His clients will ask him how long he's been in business. Even though his business may be new, buying a two year old corporation may help him build instant credibility. On the contrary, Mike's many years of experience may speak volumes for him instead of relying on an aged corporation.
Ask yourself whether the age of the corporation is important to your clients or your creditors. If so, buying an aged corporation may be of benefit. Ultimately, how you sell yourself and your products/services will clinch the deal, regardless of whether you buy an aged corporation
Aged Corporation Advantage #3: aged corporations are ideal when action must be taken immediately, such as the transfer of key assets. This may apply in cases such as taxation and asset protection issues.
Immediate Solutions For Serious Business Problems
This is one situation that is best served by a aged corporation or aged limited-liability company (aged LLC). You have assets to move and you don't have time to talk or crunch numbers. It's go-go-go. Obtain the EIN, set up the account and move the cash to meet your business needs.
Administration Over The Corporation & The Business Accounts
The key is to obtain the aged corporation from a reliable individual that can expedite the Employer Identification Number (EIN) application and the formation of the checking account. Check balances with a VISA debit card, and online. Pay bills online with ease. These services are available through our nominee officer services.
The corporate officer applies for the EIN, sign all corporate documents without a personal guarantee, provide a face for the corporation, a mailing address, street address, fax number and phone number and a signer on the corporate accounts.
Aged Corporation Advantage #4: There are promoters of aged corporations that advocate the use of aged aged corporation for the repair of credit, or an alternative form of credit for those who are credit challenged. We are looking for success stories of this particular purpose in using a aged corporation. Since creditors commonly request the Employer Identification Number and the Social Security Number of the corporation's principal, and they ask for a guarantor, the credit score of the Principal often becomes the determinant factor in extending credit. If the use of a corporation to build credit has worked for you, please provide us an example.
We are somewhat skeptical of the claims of "professionals" advocating the use of aged corporations, or aged corporations, for the building of credit, when the principal is unsuccessful in securing a personal line of credit for himself or herself.
Aged Corporation Advantage #5: A contract was entered into in the name of a corporation to be formed and an unforeseen liability has surfaced. The "promoter" is now personally liable for this contract. A aged corporation may be able to adopt the contract and relieve the promoter of his or her personal liability. Forming a aged corporation and arranging for the aged corporation to adopt that liability can relieve the promoter from his or her personal liability. Talk to an attorney about the use of a aged corporation for this strategy.
THERE IS NO TAX BENEFIT TO PURCHASING EITHER AN AGED CORPORATION OR AGED LLC.
What is a Deluxe Corporate / LLC Kit?
We include a binder in classic marbled burgundy padded vinyl with a leather-grained look. Matching rigid marbled burgundy slipcase for protection and storage. Both binder and slipcase lined in distinguished looking black silk matte finish. Classy looking label holder on spine holds your own corporate name custom-printed in gold on a black label.
Standard D-ring construction allows each page to lie flat 6 Index Divider Tabs (mylar reinforced), “Articles / By-Laws”, “Minutes”, “Stock Certificates”, “Journal Ledger”, “General Information”, “Applications / Permits”
Included are Forms, Ledgers & Certificates: Tax forms - latest requirements, 10 Stock transfer ledger sheets, 25 custom-printed stock certificates with your corporate name on them, 25 transfer/cancellation stubs, a tickler for organizing meetings and minutes. A delixe embossing seal constructed of heavy steel with onyx black and chrome finish custom imprinted with your company name and a black vinyl storage pouch that fits into the binder to hold the embosser.
You can order a Deluxe Corporate / LLC Kit on our "Corporate Options" page.
What is an Employer Identification Number?
Our mission is simple:
An Employer Identification Number (EIN) is a nine digits number that the US Internal Revenue Service (IRS) gives in the following format: 00-0000000. The IRS requires this number to identify tax payers who must file various business tax profits.
EINs are used by employers, sole proprietors, corporations, limited liability companies (LLCs), partnerships, non-profit associations, trusts, estates of decedents, governmental agencies, certain individuals and other business entities. All US banks do require a business entity to provide them with their tax number (EIN) prior to opening a commercial account.
It is simple to obtain your EIN if you have a Social Security Number or Individual Taxpayer Identification Number
if you don’t have any of these numbers or if you are a non US citizen it can be difficult to obtain a valid EIN. First, you need to fill the IRS form W7 to obtain a valid ITIN then the IRS will convert this number into your EIN. It can take up to twelve weeks to get your number!
An Individual Taxpayer Identification Number (or ITIN) is a tax processing number issued by the Internal Revenue Service. It is a nine-digit number that always begins with the number 9 and has a 7 or 8 in the fourth digit, example 9XX-7X-XXXX. IRS issues ITINs to individuals who do not have a Social Security Number (SSN).
ITINs are issued regardless of immigration status because both resident and nonresident aliens may have U.S. tax return and payment responsibilities under the Internal Revenue Code. Individuals must have a filing requirement and file a valid federal income tax return to receive an ITIN, unless they meet an exception.
Note: Due to the enforcement of the Homeland Security Patriot Act, either a SSN or an ITIN Number issued by the IRS is necessary when making an application to the IRS for the Federal Identification Number (EIN). A valid passport will no longer be acceptable.
You can order an Employee Identification Number on our "Corporate Options" page.