Incorporate in Nevada

NEVADA CORPORATIONS

WHAT IS A CORPORATION?

A corporation is a legal, artificial person: a person that is separate, distinct, and TOTALLY APART FROM “YOU”. It is a distinct, different, and totally separate legal or artificial person.

Further, a corporation is a distinct, legal entity separate and apart from its members, stockholders, directors or officers. Although it is a separate entity, it can act only through its members, officers or agents and cannot have knowledge or belief of any subject independent of the knowledge or belief of its people.

A stockholder is not the employer of those working for the corporation nor is he the owner of corporate property—IF YOU HANDLE EVERYTHING PROPERLY AND WITH DETAILED REGULATION ACCORDING TO THE LAWS OF NEVADA - THE STATE OF BIRTH. IF A “FRAGMENT” GETS LICENSED WITHIN ANOTHER LAND THEN THAT PORTION HAS TO FUNCTION WHERE IT IS LICENSED.

A corporation is an artificial person. Its rights, duties and liabilities do not differ from those of a natural person under similar conditions except, of course, where the exercise of duty would require the ability to comprehend or think. That’s what the board of directors is for; they do the thinking. PROOF THAT THE DIRECTORS THOUGHT ON BEHALF OF THE CORPORATION IS EVIDENCED BY THE RECORDED MINUTES AND RESOLUTIONS, PAPERWORK. For example, a corporation may become a debtor or trespasser. A corporation can buy, trade, sell and make loans, literally anything you as a person can do. Think it through. The possibilities become fascinating and you can be creative as you become informed.

A corporation is A CITIZEN OF THE STATE WHEREIN IT IS CREATED. THAT IS WHY NEVADA IS STRONGLY PREFERRED, SO THAT YOU CAN TAKE ADVANTAGE OF THE BEST INCORPORATION AND TAX LAWS IN THE U.S.—LEGALLY AND WITH VERY LITTLE TROUBLE. YOU DON’T EVEN HAVE TO VISIT THE STATE. (YOU DO HAVE TO HAVE A RESIDENT AGENT WITHIN THE STATE OF NEVADA ) NOTE THAT A CORPORATION DOES NOT CEASE TO BE A CITIZEN OF THE STATE IN WHICH IT IS INCORPORATED BY ENGAGING IN BUSINESS OR ACQUIRING PROPERTY IN ANOTHER STATE.

Since CORPORATIONS are solely creatures of statute (law), the powers of a corporation in another state are derived from the constitution and laws of the state in which it is incorporated.

A corporation is a legal person which has an existence separate and apart FROM ITS STOCKHOLDERS. As an artificial person, a corporation is considered to have its domicile (home) in the state wherein it is incorporated and the place where it has its registered or statutory resident agent or home office in that state. When the corporation is actually in a different place, the site of its resident agent is sometimes said to be its “statutory domicile”.

The existence of the corporation is not affected by the death or bankruptcy of a shareholder or by the transfer of its shares. IT HAS A CONTINUOUS EXISTENCE. IT IS IMMORTAL for as long as it complies with the annual requirements of the state in which it is incorporated.

The IMPORTANT POINT to remember is that when you own a Nevada Corporation, the corporation exists as a SEPARATE entity or person. YOU CAN LIVE ANYWHERE YOU CHOOSE, IN ANY STATE OF THE U.S. OR ANY FOREIGN COUNTRY. IT IS THE CORPORATION WHICH CONFORMS TO THE REQUIREMENTS OF THE STATE IN WHICH IT “RESIDES”. NEVADA, YOU WILL FIND, IS THE STATE WITH THE BENEFITS TO PROTECT YOU AND YOUR CORPORATION.

You can check to see if the name you want is available through the Nevada Secretary of State's website Nevada Secretary of State or have us do it for you.

A corporation is a citizen of the state wherein it is created or incorporated. A corporation does not cease to be a citizen of the state in which it is incorporated by engaging in business or acquiring property in another state. Since corporations are solely creatures of statute, the powers of a corporation of another state are derived from the constitution and laws of the state in which it is incorporated. "Suppose you decide to go live in Costa Rica-that does not cause you to lose your U.S. citizenship. Further, if the politics or neighbors become nasty, you can come right back to the U.S. and gain protection. It is no different with a corporation. "When you are in the original process of incorporating, you probably cannot ascertain whether or not that haven might ever be of value to you. All too often unanticipated problems can arise in your home state, particularly if that state is tough on business and taxes. If your business grows and begins to make a big profit, then it can be nothing short of a godsend or a miracle for the corporation to be able to abandon or abort operations in your home state and retreat to a home base HAVEN: the protection of the constitution of the state under which it is incorporated. "IT IS NO ACCIDENT THAT NEVADA HAPPENS TO BE THE BEST STATE IN WHICH TO INCORPORATE."

Maintaining the Nevada Corporation's Liability Protection in a Foreign Jurisdiction

So-called "long arm" laws have been used to claim jurisdiction over "foreign" corporations, stripping away the benefits that would otherwise accrue to them based on the statutes prevailing in their home jurisdiction. These "long arm" laws have been used to great effect in California, for example, ostensibly to protect that state's citizens from encroachments and predatory practices by "outsiders". Nevada corporations are not immune from this potentially devastating application of the law that would deny them the liability protection inherent in Nevada's Revised Statutes-BUT IT WOULD APPEAR THAT THEY CAN BE.
Article I, section 10, clause 1 of the U.S. Constitution prohibits the states from passing any "law impairing the obligation of contracts". The test for determining a violation of this "contract clause" in the Constitution was stated in Allied Structural Steel Co. v. Spannaus, 438 U.S. 234 (1978): "
The first inquiry must be whether the state law has, in fact, operated as a substantial impairment of a contractual relationship. The severity of the impairment measures the height of the hurdle the state legislation must clear. Minimal alteration of contractual obligations may end the inquiry at its first stage. Severe impairment, on the other hand, will push the inquiry to a careful examination of the nature and purpose of the state legislation."
The solution to retaining the superior liability protection made inherent to Nevada corporations in the Nevada Revised Statutes thus appears to be fairly simple:
*** AS A PART OF ANY CONTRACT WITH ANY ENTITY OR ENTITIES IN A FOREIGN JURISDICTION, ENSURE A CLEAR UNDERSTANDING THAT THE CONTRACT IS TRANSACTED IN NEVADA, AND THAT ANY DISPUTE SHALL BE RESOLVED IN NEVADA.

Nevada wants your business!

CALL US FOR A FREE CONSULTATION 702-616-1929

Xtreme Business Solutions, Inc.
P.O. Box 50729
Henderson, Nevada 89016
(702) 616-1929 - Telephone
(702) 616-9787 - fax
Email: info@xtreme-business.com

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