ADVANTAGES OF INCORPORATING IN NEVADA
WHAT IS A CORPORATION?
A corporation is a legal, artificial person: a person that is separate, distinct, and TOTALLY APART FROM “YOU”. It is NOT you. You are NOT it. It is a distinct, different, and totally separate legal or artificial person. Pretend you set up a corporation and named it Lori. It is the same as if you have birthed a baby girl and named it Lori. It will have all its own identification. Now, as a teaser about Nevada incorporation, suppose the parent (owner) of Lori wants to hide from public view his (their) relationship as parent—Nevada is the only state that completely protects (hides) ownership of that new baby.
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 (owner or partial owner) is a holder of shares of stock in the corporation and is not in legal consideration or danger. (In other words, you are not, as the owner or parent, responsible for the brain damage.) The term “owner” is used for purpose of recognition and does not necessarily refer to a literal state of being but that explanation can come later as to meaning.
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 THE LAND—THE STATE OF BIRTH. IF A “FRAGMENT” GETS LICENSED WITHIN ANOTHER LAND THEN THAT PORTION HAS TO FUNCTION WHERE IT IS LICENSED, IN ADDITION.
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—your living rights are the heart-place of your new baby—mess up on the paperwork and you will kill the child through neglect. 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 most 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 CORPORATION 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 BUT THAT IS PAINLESS. IN ADDITION, THE MONEY SPENT IS WELL WORTH THE ASSETS.) 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. WE HAVE CAREFULLY RESEARCHED IT FOR YOU AND TRAINED PEOPLE TO HELP YOU THROUGH IT.
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.
To provide a reasonable set of guidelines as to what might constitute “doing business” in a foreign jurisdiction, we will use the State of California as the example. Please be sure to check the requirements in your own jurisdiction, as they probably will vary in one way or another from this example. On the other hand, your home-state’s regulations just might provide a broader range of exempt activities than does California. Again, bear in mind that when we use the word “state” we could just as well be referring to a foreign country.
Business Exempt from Qualification in the State of California
Without excluding other activities which may constitute transacting business, a foreign corporation shall not be considered to be transacting business solely by reason of carrying on any one or more of the following activities:
1) A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business.
2) Maintaining or defending any action or suit or administrative action.
3) Holding meetings of its board or shareholders or carrying out other activities concerning its internal affairs.
4) Maintaining bank accounts.
5) Maintaining offices or agencies for the transfer, exchange or registration of its securities.
6) Effecting sales through independent contractors.
7) Soliciting or procuring orders either by mail or through employees or agents or otherwise where such orders require acceptance without this state before becoming binding contracts.
8) Creating evidences of debt or mortgages on real property.
9) Conducting an isolated transaction within a period of 180 days and not in the course of a number of repeated transactions of like nature.”
In addition to the foregoing exemptions, any “foreign” “lending institution” [which includes any corporation whose charter allows it to invest in loans secured by real and personal property] shall not be considered to be doing business in California solely by reason of engaging in any or all of the following activities:
1) The acquisition by purchase, by contract to purchase, by making of advance commitments to purchase or by assignment of loans, secured or unsecured, or any interest therein, if such activities are carried on from outside the state by the lending institution.
2) The making by an officer or employee of physical inspections and appraisals of real or personal property securing or proposed to secure any loan, if the officer or employee making any physical inspection or appraisal is not a resident of and does not maintain a place of business for such purpose in the state.
3) The ownership of any loans and the enforcement of any loans by trustee’s sale, judicial process or deed in lieu of foreclosure or otherwise.
4) The modification, renewal, extension, transfer or sale of loans or the acceptance of additional or substitute security therefor or the full or partial release of the security therefor or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution.
5) The engaging by contractual arrangement of a corporation, firm or association, qualified to do business in this state, which is not a subsidiary or parent of the lending institution and which is not under common management with the lending institution, to make collections and to service loans in any manner whatsoever, including the payment of ground rents, taxes, assessments, insurance and the like and the making, of behalf of the lending institution, of physical inspections and appraisals of real or personal property securing any loans or proposed to secure any loans, and the performance of any such engagement.
6) The acquisition of title to the real or personal property covered by any mortgage, deed of trust or other security instrument by trustee’s sale, judicial sale, foreclosure or deed in lieu of foreclosure, or for the purpose of transferring title to any federal agency or instrumentality as the insurer or guarantor of any loan, and the retention of title to any real or personal property so acquired pending the orderly sale or other disposition thereof.
7) The engaging in activities necessary or appropriate to carry out any of the foregoing activities.
Nothing contained in this subdivision shall be construed to permit any foreign banking corporation to maintain an office in this state otherwise than as provided by the laws of this state or to limit the powers conferred upon any foreign banking corporation as set forth in the laws of this state or to permit any foreign lending institution to maintain an office in this state except as otherwise permitted under the laws of this state.
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Silver Shield Services, Inc.
3315 Hwy 50
Silver Springs, Nevada 89429
(775) 577-4822 - Telephone
(775) 546-9955 - fax
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