Contributed by Deanna Kelly, Office Manager
American Corporate Enterprises, Inc.
Corporate Record Keeping is very important. It’s the difference between being a Corporation or not. At the least you would need Minutes for an Annual Meeting. Minutes are very simple: Who, What, When, Where, Why.
Who was at the meeting?
What kind of meeting (Special or Annual)?
When was the meeting?
Where was the meeting?
Why did you have a meeting (what was discussed)?
You write or type this out and place it in your corporate book behind the Minutes tab. Minutes should be in chronological order.
Day to day business does not require a meeting or minutes. Anything outside of day to day minutes (ie. purchase of property or vehicle by the corporation) requires a meeting, minutes and a resolution. All to be filed in your corporate book.
You should have a meeting each year to elect new officers & directors. The resulting minutes should be filed in the corporate book as discussed previously.
Even though LLC record keeping requirements are not as stringent as for Corporations, you should still maintain a Company Record Book. If you don't have a Record Book for your Corporation or LLC, we can provide one for you. Just give us a call toll free at (888) 274-1130.
For more information about American Corporate Enterprises,Inc. visit their web site at http://www.americancorpenterprises.com.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Showing posts with label Asset Protection. Show all posts
Showing posts with label Asset Protection. Show all posts
Sep 11, 2012
Jun 12, 2012
A Quick Overview of Nevada Business Entities
Contributed by Cassandra Jones, Esq.
Houghton Jones, A.P.C.
There are several types of business entities in Nevada. Each entity has its own specific benefits, and drawbacks. Which entity is right for your business depends upon many factors, including the size of your business, your goals, and the risk inherent in your industry.
Nevada offers limited partnerships. A limited partnership is an agreement between several people to operate a business. In a limited partnership, one partner – called the general partner – runs the business. As the person running the business, the general partner is directly liable and at risk for any of the company’s liabilities. Such liabilities might include broken contracts, bad debts, or claims for personal or property damage from customers or employees. However, the limited partners (i.e. any partner who is not the general partner) are insulated from such claims. Limited partnerships are taxed on a “flow through” basis, which means that the net profits of the limited partnership are reported on the partner’s tax returns directly.
Nevada also has limited liability companies. A limited liability company is owned by a member, or group of members. The rights and responsibilities between the members are defined by an operating agreement. Often, one or more members are singled out as the “manager,” or the person responsible for running the business. Although this looks very similar to a limited partnership, the manager of an LLC is generally not at personal risk for the company’s liabilities. Instead, under the protection of an LLC, there is a “veil” between the individual members and the business which protects the individuals from the business’s liabilities. Generally, an LLC is taxed on a flow through basis like a partnership, although the members can elect to have it taxed like a corporation.
A corporation is a business that is owned by shareholders. The shareholders vote to elect a board, and the board runs the business. Corporations have the strongest legal protection in that it shields the shareholder-owners from the liabilities of the business. However, corporations are often highly structured with required annual meetings and may have complicated by-laws. Additionally, corporations are directly taxed so that any income paid out to a shareholder as dividends often experiences a double taxation – once as profit for the corporation, and second as dividend income to the individual. Such taxes, however, can be planned for and often minimized.
Which business entity is best for you depends on a myriad of factors. The level of protection you might need from business liabilities, the best way to minimize taxes, and the best structure for flexibility all need to be considered when forming a business entity. There is no one-size-fits-all company.
For additional information and legal assistance with your Nevada entity, visit Houghton Jones, A.P.C.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Houghton Jones, A.P.C.
There are several types of business entities in Nevada. Each entity has its own specific benefits, and drawbacks. Which entity is right for your business depends upon many factors, including the size of your business, your goals, and the risk inherent in your industry.
Nevada offers limited partnerships. A limited partnership is an agreement between several people to operate a business. In a limited partnership, one partner – called the general partner – runs the business. As the person running the business, the general partner is directly liable and at risk for any of the company’s liabilities. Such liabilities might include broken contracts, bad debts, or claims for personal or property damage from customers or employees. However, the limited partners (i.e. any partner who is not the general partner) are insulated from such claims. Limited partnerships are taxed on a “flow through” basis, which means that the net profits of the limited partnership are reported on the partner’s tax returns directly.
Nevada also has limited liability companies. A limited liability company is owned by a member, or group of members. The rights and responsibilities between the members are defined by an operating agreement. Often, one or more members are singled out as the “manager,” or the person responsible for running the business. Although this looks very similar to a limited partnership, the manager of an LLC is generally not at personal risk for the company’s liabilities. Instead, under the protection of an LLC, there is a “veil” between the individual members and the business which protects the individuals from the business’s liabilities. Generally, an LLC is taxed on a flow through basis like a partnership, although the members can elect to have it taxed like a corporation.
A corporation is a business that is owned by shareholders. The shareholders vote to elect a board, and the board runs the business. Corporations have the strongest legal protection in that it shields the shareholder-owners from the liabilities of the business. However, corporations are often highly structured with required annual meetings and may have complicated by-laws. Additionally, corporations are directly taxed so that any income paid out to a shareholder as dividends often experiences a double taxation – once as profit for the corporation, and second as dividend income to the individual. Such taxes, however, can be planned for and often minimized.
Which business entity is best for you depends on a myriad of factors. The level of protection you might need from business liabilities, the best way to minimize taxes, and the best structure for flexibility all need to be considered when forming a business entity. There is no one-size-fits-all company.
For additional information and legal assistance with your Nevada entity, visit Houghton Jones, A.P.C.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Jun 5, 2012
Protect Yourself from Your Small Business
Contributed by Cassandra Jones, Esq.
Houghton Jones, A.P.C.
Despite the economy, I have seen many people endeavoring in a small business lately. According to the US Census Bureau, Nevada has nearly fifty thousand businesses. Over 55% of those businesses have four or fewer employees. Small business really is the backbone of our community. Many people work hard to operate their business, and to take care of their employees and family.
What many small business fail to do, however, is to take advantage of the different business entities available in the state of Nevada. Instead, these small businesses operate as sole proprietors or general partnerships. A sole proprietor is any individual operating a business directly, without forming a business entity or registering with the secretary of state. Similarly, a general partnership is a group of people directly operating a business, without forming a business entity or registering with the secretary of state. A general partnership may or may not have a contract defining the rights between the partners.
As a sole proprietor or general partnership, there is nothing that distinguishes the business from the individual. The individual must pay all the income and employment taxes directly. It leaves the individual little flexibility to minimize income taxes. On the other hand, a business entity often empowers the individual to plan their business and expenses in a way that minimizes the taxes owed to the government.
Additionally, there is nothing that keeps the liabilities of the business separate from the individual. There are many reasons that a business may have liabilities. These liabilities may arise from a contract – like a lease or loan –- or from personal injury – like a claim for damage from a customer, or a worker’s compensation claim. As a sole proprietor or general partnership, if the business is sued then so is the individual. The individual’s assets and lifestyle are directly at risk of the business. This risk is magnified in a general partnership, where the acts of one partner exposes each and every individual to personal risk. However, by forming a business entity there is a “veil” placed between the individual and the business. This veil is a protective barrier that keeps the individual’s home and lifestyle separate from the business’ liabilities.
For example, many small businesses sign leases. If the lease is in the name of the business alone (and not personally guaranteed by any individual), then only the business entity is liable in the event that there is a breach of contract. Likewise, with a properly formed business, if the business is sued because a customer slips and falls, or because an employee unintentionally causes damage, then the business owner – an individual – is not at risk of being personally and individually responsible for the injury.
There are several types of business entities in Nevada, including limited liability companies and corporations. Each entity has its own specific benefits, and which one is right for your business depends upon your specific needs. If you are operating a small business as a sole proprietor or general partnership, you should seriously consider forming a business entity to take advantage of the tax flexibilities and protection built into them.
For additional information or legal assistance with your Nevada business, contact Casandra Jones, Esq. at (775)882-1777.
Visit her web site at http://hou2plan.com/
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Houghton Jones, A.P.C.
Despite the economy, I have seen many people endeavoring in a small business lately. According to the US Census Bureau, Nevada has nearly fifty thousand businesses. Over 55% of those businesses have four or fewer employees. Small business really is the backbone of our community. Many people work hard to operate their business, and to take care of their employees and family.
What many small business fail to do, however, is to take advantage of the different business entities available in the state of Nevada. Instead, these small businesses operate as sole proprietors or general partnerships. A sole proprietor is any individual operating a business directly, without forming a business entity or registering with the secretary of state. Similarly, a general partnership is a group of people directly operating a business, without forming a business entity or registering with the secretary of state. A general partnership may or may not have a contract defining the rights between the partners.
As a sole proprietor or general partnership, there is nothing that distinguishes the business from the individual. The individual must pay all the income and employment taxes directly. It leaves the individual little flexibility to minimize income taxes. On the other hand, a business entity often empowers the individual to plan their business and expenses in a way that minimizes the taxes owed to the government.
Additionally, there is nothing that keeps the liabilities of the business separate from the individual. There are many reasons that a business may have liabilities. These liabilities may arise from a contract – like a lease or loan –- or from personal injury – like a claim for damage from a customer, or a worker’s compensation claim. As a sole proprietor or general partnership, if the business is sued then so is the individual. The individual’s assets and lifestyle are directly at risk of the business. This risk is magnified in a general partnership, where the acts of one partner exposes each and every individual to personal risk. However, by forming a business entity there is a “veil” placed between the individual and the business. This veil is a protective barrier that keeps the individual’s home and lifestyle separate from the business’ liabilities.
For example, many small businesses sign leases. If the lease is in the name of the business alone (and not personally guaranteed by any individual), then only the business entity is liable in the event that there is a breach of contract. Likewise, with a properly formed business, if the business is sued because a customer slips and falls, or because an employee unintentionally causes damage, then the business owner – an individual – is not at risk of being personally and individually responsible for the injury.
There are several types of business entities in Nevada, including limited liability companies and corporations. Each entity has its own specific benefits, and which one is right for your business depends upon your specific needs. If you are operating a small business as a sole proprietor or general partnership, you should seriously consider forming a business entity to take advantage of the tax flexibilities and protection built into them.
For additional information or legal assistance with your Nevada business, contact Casandra Jones, Esq. at (775)882-1777.
Visit her web site at http://hou2plan.com/
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Dec 9, 2011
American Corporate Enterprises, Inc.'s Blog: A Penny Saved...Can Be A Fortune Lost
American Corporate Enterprises, Inc.'s Blog: A Penny Saved...Can Be A Fortune Lost:A Penny Saved Can Be A Fortune Lost
It wasn’t that long ago that we were bombarded with news updates about the horrific Deepwater Horizon oil spill (a.k.a. BP oil disaster) that occurred back in April of 2010. In January 2011 the Whitehouse oil commission released a report wherein they blamed BP and its partners for a series of cost-cutting decisions as contributing to this catastrophic accident.
One of the so called cost-cutting decisions was to not use a diagnostic tool to test the strength of the cement. What was the cost of this tool? The cost was a tiny fraction of what they lost in oil, paid for cleanup, what they have paid to settlements and what they will pay for future settlements. That’s right- a tiny fraction!
How does this relate to you? Do you have a Corporation but no Corporate Record Book? It’s all too common these days for people to want to start a Corporation and put off obtaining a Corporate Record Book to cut startup costs, figuring that they’ll get to it later. But most forget about it.
About 60% of closely held Corporations are in jeopardy of having their corporate veil pierced because they don’t tend to the formalities of issuing stock, keeping up their Corporate Minutes and Resolutions, etc.
A couple of years ago a gentleman called to inquire about the cost of setting up a Corporation. He mentioned that he did indeed want a Corporate Record Book with his order. He said he had recently lost a lawsuit that wiped him out. He stated that the court ruled against him because he had no Corporate Record Book and had not issued stock. He vowed to do it right this time.
Here again is another example where initial savings ended up costing many times more in the long run. How much is a Corporate Record Book? It varies depending on where you purchase it, the quality, etc. but it most definitely was a small fraction of what this gentleman lost. Typically you can purchase one for under one hundred dollars.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
It wasn’t that long ago that we were bombarded with news updates about the horrific Deepwater Horizon oil spill (a.k.a. BP oil disaster) that occurred back in April of 2010. In January 2011 the Whitehouse oil commission released a report wherein they blamed BP and its partners for a series of cost-cutting decisions as contributing to this catastrophic accident.
One of the so called cost-cutting decisions was to not use a diagnostic tool to test the strength of the cement. What was the cost of this tool? The cost was a tiny fraction of what they lost in oil, paid for cleanup, what they have paid to settlements and what they will pay for future settlements. That’s right- a tiny fraction!
How does this relate to you? Do you have a Corporation but no Corporate Record Book? It’s all too common these days for people to want to start a Corporation and put off obtaining a Corporate Record Book to cut startup costs, figuring that they’ll get to it later. But most forget about it.
About 60% of closely held Corporations are in jeopardy of having their corporate veil pierced because they don’t tend to the formalities of issuing stock, keeping up their Corporate Minutes and Resolutions, etc.
A couple of years ago a gentleman called to inquire about the cost of setting up a Corporation. He mentioned that he did indeed want a Corporate Record Book with his order. He said he had recently lost a lawsuit that wiped him out. He stated that the court ruled against him because he had no Corporate Record Book and had not issued stock. He vowed to do it right this time.
Here again is another example where initial savings ended up costing many times more in the long run. How much is a Corporate Record Book? It varies depending on where you purchase it, the quality, etc. but it most definitely was a small fraction of what this gentleman lost. Typically you can purchase one for under one hundred dollars.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
May 29, 2011
American Corporate Enterprises, Inc.'s Blog: Charging Order Protection for Nevada corporations
American Corporate Enterprises, Inc.'s Blog: Charging Order Protection for Nevada corporations: "The right of a judgment creditor to collect against the assets of a judgment debtor varies depending upon the nature of the assets. Some assets..."
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
Find out more about the Business Achievement Center at our web site http://www.BusinessAchievementCenter.com. Our group of Strategic Partners are here to help businesses from start-up to expansion with our experience and expertise.
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