Business Corporations | John Ewing Seminars & Workshops

Case Story #1:
Safeguarding your business and building personal protection

The company is a successful North Carolina home builder. After several years, following many construction defect lawsuits, they found that it was getting increasingly difficult to carry liability insurance for themselves and their projects; coverage was just getting too expensive. Eventually, the owners made a decision to stop carrying liability insurance coverage altogether. Without insurance coverage, the owners realized that they were exposed to all forms of liability lawsuits. The only alternative was asset protection for the company and themselves as the best alternative to insurance coverage.

First, the company's operations had to be restructured so that any liability arising from a building project could not exceed the amount of the operating company's assets, if any. It was further decided that a separate legal operating entity would be established for each construction project.

In addition, they created a separate Limited Liability Company (LLC) to own their company equipment and did a “tax free” lease-back to the operating company. They were able to accomplish this by having a CPA do a Section 355 tax-free spin-off.

In order to further insulate each project they had separate entities own the real estate and do the development work. Each entity was managed by a Nevada Corporation with special “gross negligence” provisions and special asset protection “enhancements” to protect them from creditors.

Finally, they created an additional layer of legal entities to further insulate themselves as owners from the liabilities of the business by protecting their home, personal property, real-estate, and investments.

Their first test came several months later and this protective structuring worked as planned. The plaintiffs, upon seeing the level of protection they were faced with, dropped what could have been a class-action lawsuit and accepted a surprisingly low settlement offer.

INCORPORATE EVEN IF YOU DON'T HAVE
A BUSINESS

Complete Privacy
There is a reason why almost all successful people choose to incorporate. It permits them to manage their assets anonymously and their private corporate lives are never made public. Only in Nevada can a corporation be set up so that you own and control your corporation while your identity and ownership remain a total secret. Some individuals choose to have a separate corporation for their large assets such as brokerage accounts, a rental property, a boat, or recreational vehicles.

Profit
Your corporation can maximize profits by taking advantage of the tax laws. A corporation can write off most purchases of goods, vehicles, and services as expenses. By organizing your activities so that much of the profits go to a corporation in tax-free Nevada, you can dramatically increase your net income. You pay the government less—and take home more!

Flexibility
A corporate structure allows you to place different investments under separate corporations. You retain complete control of all your investments. But if one corporation runs into trouble, it won’t suck the profits away from the other, more successful, investments. Without incorporation your profitable ventures would have to pay the debts of any unsuccessful ventures!

Estate Benefits
Because a corporation’s existence is perpetual, your corporation can outlive you. By using estate-planning strategies that are possible only with a Nevada-based corporation, you may be able to pass your estate to your heirs without going through probate. This can save both legal costs and inheritance taxes.

Protection
Nevada permits corporations to lien up homes, cars, boats and business assets.

Case Story #2:
Normal Corporations Offer No Protection

Jeff and Dave each own shares in a car dealership, with Jeff owning 60% of the stock and Dave owning 40%. They had been told by their accountant that doing business out of the corporation would give them a certain degree of asset protection. They were not advised of the advantages of a Nevada corporation or LLC.

Jeff’s wife was involved in a major automobile accident and the couple was targeted by plaintiff’s attorneys in a crushing lawsuit. Jeff's wife lost, and together the married couple were held to be responsible for the large judgment and subsequent debt. Jeff and his wife were informed of the judgment against them; nothing could now prevent the plaintiff from seizing Jeff’s stock in his company, making the plaintiff, and his attorney, the new controlling shareholders of the car dealership. Jeff lost all ownership and control of his company.

What could have been done differently? First, Jeff and Dave should have formed a Nevada Limited Liability Company (LLC) and then filed as a foreign entity in the state they were doing business in.

Next, instead of owning the shares of the dealership personally, Jeff and Dave should have each owned a Nevada corporation to own their shares and also thereby taken advantage of the individual tax planning, individual asset protection and tax-free dividends available to them.

Lastly, they could have formed a second LLC owned by their offshore company or have the assets owned by a Nevada LLC to own and protect assets and lease back those assets for protection and tax savings.

Nevada Corporations and Nevada LLCs are protected from the claims of creditors by charging order protections.

ASK YOURSELF...WHAT IS PEACE OF MIND REALLY WORTH TO YOU?

A Nevada corporation is required to list only the name and address of its president, secretary, treasurer and director(s) with the Secretary of State. All of these positions may be held by one person. Nevada law does not require stockholders to register with the state. Therefore, you can own all the shares in your Nevada corporation, maintain control of all corporate assets while designating nominees as your officers and directors and your identity will be kept completely secret. This makes it impossible for anyone to track down the ownership of your corporation.

THE GREATEST PERSONAL LIABILITY PROTECTION

As an independent entity, a Nevada Corporation’s debts and taxes are separate from those of its owners. Therefore, Nevada provides an individual in business, whether salaried or on commission, with the greatest personal liability protection. Once a lawsuit has been filed, the law will not allow you to move your assets. You must act ahead of time to protect what you own before it becomes under attack. "Without Asset Protection you could suddenly lose everything you've worked for!"

Cut your audit risk!

STOP BEING A TARGET FOR
MONEY-HUNGRY LAWYERS

Tom Stanton thought he had it all - a beautiful home for his family, the car he had always wanted, a growing list of investments, his children in excellent schools, and dream vacations with his wife. BUT all that changed when he was served with process naming him as a defendant in a huge lawsuit. It did not matter that he was convinced he had done nothing wrong. He lost everything he had and still owes his attorney for all the legal costs.

ASSET AND LIABILITY PROTECTION

Under the law, a Nevada company is an “artificial person,” completely separate from the people who own and operate it. This is different from an individual or sole proprietorship where the owner bears the full and complete financial responsibility for his or her actions.

Because it is an independent entity, a Nevada company's debts and taxes are separate from those of its owners.

Therefore, Nevada provides an individual in business, whether salaried or on commission, with the greatest personal liability protection.

Nevada doesn't share confidential information about its corporations and limited partnerships with the IRS. In 1992 and again in 2001, the IRS formally requested such an exchange program and the Nevada Governor turned the IRS down flat!

Listen below to John Ewing's exclusive call about the Business Protection Plan:

WHO SHOULD HAVE a NEVADA TAX SAVING ENTITy

The obvious answer is anyone whose combined Business and Personal taxes are cutting deeply into their income. If you look at the money that is going to the government and think, “I could do so much more with that than they will,”
you need a Nevada corporation.

Further, you can set up an LLC owned by your Nevada Corporation to separate your business assets from your operating company to protect your equipment and other assets from customer liability and lease back your assets for significant tax savings.

Nevada is the only state that provides "Charging Order Protection" for both corporations and LLCs. This prevents personal creditors from seizing your corporate shares and thereby taking control. Nevada law clearly makes the actions of a corporation’s representatives exempt from personal responsibility except in cases of outright fraud. The best asset protection is to incorporate; the best place to incorporate is in tax-free Nevada.

Op-Co Lease-Co

WHAT IF YOU ARE FACED WITH A LAWSUIT

Do not be fooled - even if you are innocent, that does not mean the courts are on your side. Jurors often side with the plaintiff who appears to need the funds in question rather than the defendant who they assume has money to spare.

Even a judge's own personal feelings or politics can put you in jeopardy. Read the following outrageous quote below:

"As long as I am allowed to redistribute wealth from out-of-state companies to injured in-state plaintiffs, I shall continue to do so. Not only is my sleep enhanced when I give someone else's money away, but so is my job security, because in-state plaintiffs, their families, and their friends will re-elect me."
- Chief Justice Richard Neely, West Virginia Supreme Court

If you act NOW it's not too late to shield your assets from plaintiffs and their attorneys. Clients are happy to learn that there is still a lot they can do to protect their assets.

Nevada is Tax Heaven

No corporate income tax
No capital stock tax
No gross receipts tax
No succession tax
No tax on issuance of shares
No inventory tax
No estate tax
No franchise tax
No gift tax
No personal, state, city, or income tax
No minimum start-up capital required
No stock sale or transfer tax
No inheritance tax
No annual reports necessary
No need to list assets

Other Advantages

Cut your audit risk
300+ tax deductions
Nevada is the only state that prevents personal creditors from seizing shares and liquidating your assets
One-person entities allowed
No attachment of corporate shares by personal creditors
No delay - entities can be formed in 24 hours
Corporate meetings may be held anywhere
Nevada Corporations and Limited Partnerships can own property in any state without having to be incorporated in that state
Shareholders and Directors need not be residents (or U.S. citizens) and do not need to come to Nevada
Nevada allows for section 355 Tax Free spin-off to move all or some corporate assets.

INCORPORATE EVEN IF YOU DON'T HAVE A BUSINESS