Before beginning business, your corporation, LLC or LP must comply with a number of licensing permitting and filing requirements. Federal law requires registration with the Internal Revenue Service, which results in the issuance of a federal tax or I.D. number. State law requires filing for a State Business License with the Nevada Department of Taxation. If any employees will be hired, an Employment Security Department account must be opened and a Workmen’s Compensation Insurance policy secured. Local governments require business licenses.
HILBRECHT & ASSOCIATES has developed a Start-up Kit for new businesses. This kit is available, along with a consultation with one of our legal assistants, through our two Registered Agent affiliates, Amcorp and Corporate Services Group.
The advantage that we and our firms offer is supervision of each phase of your start-up by a licensed Nevada attorney. If necessary, a consultation with one of our attorneys is available and can be scheduled at our offices in Las Vegas. Call 702-384-1036 to schedule such a consultation.
| 1. SELECTING THE BUSINESS ENTITY | 2. FORMATION OF THE BUSINESS ENTITY | 3. LICENSING, PERMITTING & REGISTRATION |
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All other business forms require a filing with the Secretary of State. The first form essential to forming a business entity, aside from a sole proprietorship, is the designation of a Registered Agent.
All Nevada corporations, limited-liability companies and limited partnerships must have a designated Registered Agent. Also, all foreign corporations, limited-liability companies and limited partnerships authorized to do business in Nevada must have a designated Registered Agent. Nevada Registered Agents must be either natural persons or corporations having a street address in Nevada where someone of suitable age and discretion will be present to receive service of legal process on behalf of the corporation, limited-liability company or limited partnership during regular business hours. In addition to receiving service of legal process, the Registered Agent is also required to keep or have available upon reasonable notice certain corporate documents specified by Nevada statutes. NRS 78.105, 86.24l, 88.335, 88-575(7).
Although a Nevada business can certainly serve as its own Registered Agent, provided it maintains a street address where service of legal process can be made, most businesses prefer to avoid the interruptions and uncertainties likely in the event legal papers are served during business hours. For this reason, a majority of businesses elect to have a listed Registered Agent perform those statutory duties. HILBRECHT & ASSOCIATES performs Registered Agent service as an accommodation to its corporate clients. The firm’s Registered Agent affiliates, Amcorp and Corporate Services Group, offer Registered Agent services at very modest rates. HILBRECHT & ASSOCIATES has developed a series of instructional worksheets that permit you to supply all the data needed to complete the Nevada Secretary of State’s forms for forming corporations, limited-liability companies and limited partnerships. THESE WORKSHEETS CAN BE FOUND AT THE WEB PAGES OF OUR REGISTEREDAGENT AFFILIATES, AMCORP AND CORPORATE SERVICES GROUP.
Since the law now requires all formation documents to be filed on the Secretary of State’s forms, it is important that your filings be submitted accurately on a completely filled out official form.
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TYPES OF BUSINESS ENTITIES
A sole proprietorship is a business owned by one individual. A sole proprietor is personally responsible for all the debts and decisions of his business.
A corporation is a separate legal entity which is created under the laws of a state or certain other jurisdictions. Usually, shareholders of a corporation are only responsible for the debts of the corporation to the extent of their investment, unless they have guaranteed to be personally responsible for some debt. “One or more natural persons may associate to establish a corporation for the transaction of any lawful business…” (Nevada corporations are recognized throughout the United States and in most countries of the world.)
A close corporation is a small corporation with:
a) No more than 30 shareholders;
b) Restrictions on transfer of its shares;
c) Stock which cannot be sold in a public offering; and
d) Other specific requirements. (NRS 78A.020)
e) More simple procedural requirements than a regular corporation.
A Subchapter S corporation is a type of small corporation which can be used to allow its shareholders to have their share of its income taxed to them and to have their share of losses claimed as losses by them, individually. Subchapter S corporations usually avoid the federal corporate income tax (Internal Revenue Code §1361 et seq). The requirements for a Subchapter S corporation are federal, not state requirements. States do not regulate Subchapter S status.
A partnership is an association of two or more persons to carry on as co-owners of a business for profit. Every general partner is liable for all the debts of the partnership.
A limited partnership is a business association of two or more persons. It has both general and limited partners. The general partners are liable for debts of the limited partnership and have the responsibility of operating the business. The limited partners do not participate in the control of the business and are only liable for the debts of the limited partnership to the extent of their investment in it.
A limited-liability company is a separate legal entity, created under the laws of the state or certain other jurisdictions. As compared to a corporation, it has more simple regulations. All of its members manage it in proportion to their contribution to its capital, unless they have elected to put its management in the control of a manager or managers, which should be accomplished in an operating agreement.
Nevada limited-liability companies may be organized by one person and may have a perpetual existence if the articles of organization or operating agreement provide that members may resign or withdraw without requiring the company to be dissolved, provided the remaining members approve. A member’s interest can be transferred and, if the terms of the articles and operating agreement, provide for approval by the remaining members, the transferee may become a substitute member.
Limited-liability companies were established to permit businesses to enjoy the tax benefits of a partnership without giving up the limited liability of a corporation. Although the IRS initially scrutinized limited-liability companies carefully to make sure they did not have most of the characteristics of a corporation, an early Revenue Ruling (98-37) permitted members of a limited-liability company to be taxed as partners. Currently, the IRS permits a limited-liability company or any entity not classified as a corporation to elect not to be taxed as a corporation; the profits of such entities are passed through and taxed to the members much like partners in a partnership. A one man limited-liability company is taxed as a sole proprietorship. Regulation 301.7701-3 does require an election to be made, however.
| 1. SELECTING THE BUSINESS ENTITY | 2. FORMATION OF THE BUSINESS ENTITY | 3. LICENSING, PERMITTING & REGISTRATION |
CLICK BELOW TO VISIT:
www.corporateserviceslv.com