Nevada Corporations

GENERAL INFORMATION

    Your corporation is formed by filing Articles of Incorporation with the Secretary of State. Most of the corporations we file are general corporations.  If you decide you want to take the Subchapter S election, you must do so within the 75 days from the time your Articles of Incorporation are filed.  The Subchapter S election is a form that you file (we prepare it for you, included in our service) with the IRS.

   The Articles of Incorporation must contain the name and address of one director.  If you do not want your name to appear anywhere, you can choose our nominee services.  We will be listed as the director in your Articles of Incorporation (this document is public record).  Our Articles of Incorporation include language that indemnifies the corporate officers from acts of the corporation.  It is a well written document -- not your standard boilerplate form most companies use.  

    The Articles of Incorporation do NOT require your signature.  In fact, we incorporate your business without your signature on any of the paperwork.  We form your corporation with 25,000 shares of stock with no par value.  You can elect up to 10,000,000 shares with par value of $0.001 for the same price.  If you want more shares of stock or if the par value exceeds $0.001, please call for a price.  When you are ready to issue your corporation's stock, we will prepare the original stock certificates and subscription agreements.  If you are going to issue stock for services, we will also provide you with the agreement that will state the specifics of the services.

Types of Corporations

   General Corporation: a general corporation is the most common type of business entity. A corporation is owned by stockholders. It can have an unlimited number of stockholders. A stockholder's personal liability is limited to the amount of their investment. The owners' personal assets are protected. The corporation's existence lasts forever, even when the owners die. Some tax benefits include deductions for insurance, travel, and retirement plans.

   Close Corporation: A close corporation is often referred to as a "C" corporation. It is similar to a partnership. Close corporations actually "close" the company to outsiders. There are restrictions on ownership and transfers of ownership. This type of corporation is usually used in a family owned business when the family wants to make sure that the only owners are family members (this restriction can be placed on the transfer of stock). Double taxation can occur when forming a Close corporation. Tax losses do not generally pass through to the shareholders. C corporations can avoid earnings penalties by taking the Subchapter S election (S Corporation below) and making distributions to the stockholders. A C corporation can deduct the entire cost of health insurance premiums and group term life insurance without resulting in taxable income to shareholders. Shareholders of a C corporation can vote to eliminate a board of directors and make the management decisions themselves.

   S Corporation: a Nevada corporation can elect to make a Subchapter "S" Election (Small Business). It is authorized by the IRS to permit a corporation having fewer than 35 shareholders to "pass through" its profits directly to the shareholders without a corporate tax. This permits the small corporation to offer its shareholders limited liability while enjoying the tax advantages of a partnership. All shareholders must sign the IRS Form 2553 Election. You should consult an accountant before making the Subchapter S election because it may increase your personal taxes more than offsetting the savings in corporate taxes. The form must be filed within 75 days from the date of your incorporation. While it can save the shareholders money by avoiding federal corporate taxes, the Subchapter S election does pass through all profits to the shareholders whether or not any dividends are paid to them. Therefore, the shareholders may be required to pay taxes on monies which they do not individually receive. However, if dividends are not declared, there is no double tax problem. Subchapter S corporation shareholders have to report all premiums paid on their behalf as taxable income.

     See procedure for the information we will need from you to incorporate your business.