Introduction
Chapter 2:
Incorporation
Background
Liability Protection: The Corporate Veil
• Legal Person
• Limits of Corporate Liability Protection
When to Incorporate
Where to Incorporate
• IIncorporating in Your Home State
Preincorporation Considerations
• Stock Subscription
• Preincorporation Agreements
How to Incorporate
• Corporate Name
• Processing Articles of Incorporation
Organizational Formalities Outline for a Nevada Corporation
Summary
• Advantages of Incorporating
• Disadvantages of Incorporating
Chapter 2: Unincorporated
Options
Sole Proprietorship
• Summary
• Advantage of Sole Proprietorship
• Disadvantages
General Partnerships
• Summary
• Advantages of General Partnerships
• Disadvantages of General Partnerships
Limited Partnerships
• Summary
• Advantages
• Disadvantages
Limited Liability Companies
• Summary
• Advantages
• Disadvantages
Limited Liability Partnership
Business Trusts
• Summary
Joint Ventures
Chapter 3: Corporate
Havens
Delaware
• Officers and Directors Liability
• Standard of Care
• Delaware's franchise tax
Nevada
• Liability Protection
Tort Reform
• Taxes
State Corporate Income Tax
Nevada's Business License Tax
• Privacy
• Bearer Shares
How Bearer Shares are allowed
Why Bearer Shares are used
How to issue Bearer Shares
• Information sharing-The IRS
• Service Bureaus-The IRS
• Management and Control Issues
Minimum Capital Requirement
Shareholder Rights to Privacy
Approval required on sale of assets
• The Nevada Secretary of State's Office
Name Availability & Reservation
Status
Certificate of Good Standing
Customer Service
Small Corporate Offering Registration (SCOR)
Wyoming
• Unlimited Authorized Shares
• Continuance: Importing Corporations
• Piercing the Corporate Veil
• Privacy
Bearer Scrip: Anonymous Ownership
A Word About "Offshore" Corporate Havens
Chapter 4: Conducting Interstate
Commerce With a Foreign or Tax-Haven Corporation
What is a "Foreign" corporation?
State Taxation
• Tax Nexus
Qualifying to do business
Long Arm Statutes
• "Transacting Business - A California Example"
• Incorporating in your Home State
The Dual Corporation Strategy
• Avoiding or Eliminating State Corporate Taxes
• Another benefit: Lawsuit Protection
• Financial Privacy
Chapter 5: Corporate Taxation
Federal Corporate IncomeTax
• Figure 1.2 Taxable Income at Various Net Income Levels
State Taxes
Double Taxation
Accountable Plans
• Business Connection
• Substantiation
• Return Excess
Travel Expenses
• What is Deductible
• What Is Not Deductible
Entertainment
• Business Gifts
Keeping Records
• Travel
• Entertainment
• Business Gifts
• Medical Expenses
The 1993 Deficit Reduction Tax Law
• The Internal Revenue Code
• CorporateTax Rates
• Capital Gains Tax Breaks (1202 Stock)
• Personal Service Corporations and Fiscal Years
• Expensing Deductions for New Equipment Purchases Increased
• Deducting Goodwill and Other Intangible Assets
Chapter 6: Corporations With Special Tax Treatment
S Corporations
• Tax Drawbacks of C Corporations
• Advantages of Subchapter S Status
• S Corporation Disadvantages
• Impact of the 1993 Tax Law
• S Corporation Status is Appropriate For:
• S Corporation Status is Not Appropriate For:
Personal Services Corporation
Holding Corporations
Personal Holding Companies
Nonprofit Corporations
• Advantages of Nonprofit Status
• 501 (c)(3) Eligibility Rules
• Application for Federal Tax Exemption
Chapter 7: Funding the Corporation
Capitalizing a Corporation
• Debt Securities
Advantages of Debt Financing
Disadvantages of Debt Financing
• Equity Securities
Advantages of Equity Financing
Disadvantages of Equity Financing
Fraudulent Conveyance
• Time Frame
Chapter 8: Stock
Types of Stock-Definitions
Close Corporations
Issuance of Share
• Not Issuing Share
Federal Securities Limitations on Public Offerings
• The Securities Act of 1933
• The Securities Exchange Act of 1934
State Securities Issues
• Individual Stock Sale vs. Corporate Stock Sale
Cumulative Voting
Voting Trusts
Voting Agreements
Proxies
Chapter 9: Taking Cash Out of the Corporation
Avoiding Double Taxation
Ten Ways to Take Cash or Benefits
• Dividends
• Salaries
Putting your Spouse on the Paroll
Placing Children on the Payroll
• Bonuses
• Commissions
• Loans
Loans from Shareholders
Loans to Shareholders
• Leases
Commercial Property
Equipment
Employees
• Sale of Corporate Assets
• Employee Benefit Plans
Medical and Dental Reimbursement Plans
Retirement Plans
Group Life and Accident Insurance
Professional Financial Planning Assistance
Health Insurance
Stock Option Plans and Employee Stock Ownership Plans (ESOP)
Independent Contractor Fees for Services
Directors Fees
Fringe Benefits and Expense Accounts
Chapter 10: Maintaining the Corporate Veil
Alter Ego
Undercapitalization
Failure to Follow Minimal Corporate Procedures
Failure to Keep Bank Accounts Separate
Operate Through Employees or Agents of the Corporation
Signing Your Name for the Corporation
Corporate Formalities Outline
• Maintenance Formalities
Arm's Length Transactions
Chapter 11: Paperwork & Recordkeeping
Articles of Incorporation
• First Article
• Second Article
• Third Article
• Fourth Article
• Fifth Article
• Sixth Article
• Seventh Article
• Eighth Article
• Ninth Article
• Tenth Article
Amendment to Articles of Incorporation
Bylaws
Minutes
Resolutions
The Corporate Seal
Stock
• Stock Certificate
Stock Ledger
• Stock Ledger Statement
Chapter 12: The People Behind the Corporation
Officers
• President
• Secretary
• Treasurer
• Vice President
• Officer's Role in Corporate Management
Directors
• Director's role in Corporate Management
Stockholders
• Shareholder's Role in Corporate Management
Resident or Registered Agent
Organizers
Meetings
• Stockholders Meetings
Election of Directors
Approval of Changes in Bylaws or Articles of Incorporation
Other Issues
• Directors Meetings
Day One
Day Two
Day Three
Day Four
Day Five
Day Six
Day Seven
Day Eight
Day Nine
Day Ten
Steps to Take Before and After Meetings
• Before Your Meeting
• After Your Meeting
Chapter 13: Maximizing Corporate Advantages
Estate Planning Strategies
• The Family-Owned Corporation
• The Corporation Owned by a Limited Partnership
• The Corporation owned by an Irrevocable Trust
• Buy/Sell Agreements
• Asset Freeze
Tax Strategies
• Twelve Years of Tax Deferral Equals Zero Taxes
• Beating the "Self Employment" Tax
• 1244 Stock Loss
• Internal Revenue Code 351 Treatment
• Corporations and Automobiles
Automobile Lease Value Method
Cents Per Mile Valuation
Federal Tax Withholding on the Value of the Company Car
Special Rule On Commuting
Purchasing Luxury Cars for the price of an Economy Car
• Interest Free, Tax Free Loans from your Corporation
• Charitable Deductions for Inventory
• Section 1202 Stock: Cut Capital Gains in Half
• Corporate Dissolution to Avoid Building Lengthy Audit
Trails
Liability Protection Strategies
• Director's Insurance
• Ultimate Privacy: Professional Officers and Directors
• Planning for Professionals: Looking for the right
structure
Standing up to scrutiny
Appendix A: Court Cases
Piercing the Coprorate Veil
Limitation on State's Power to Tax Multistate Corporations
Shareholder's Right to Inspect Records
The Right to Minimize Your Taxes
Enforeability of Corporate Actions Taken in Informal Meetings
Where No Minutes Were Present
Appendix B: Nevada Revised Statutes Chapter 78: Domestic
Appendix C: Nevada Revised Statutes Chapter 78A: Close
Corporations
Appendix D: Nevada Revised Statutes Chapter 80: Foreign
Corporations
Appendix E: Nevada Revised Statutes Chapter 86: Limited Liability
Companies
Appendix F: Nevada Revised Statutes Chapter 89: Professional
Corporations and Associations
Appendix G: Nevada Revised Statutes Chapter 92A: Mergers and
Exchanges of Interest
Appendix H: Nevada Revised Statutes Misc. References
Appendix I: Template Articles of Incorporation
Appendix J: Sample Bylaws
Appendix K: Application and Instructions for IRS Form SS-4,
Employer Identification Number
Glossary
Index
This site designed and maintained by
Web
Pros.
Any comments or suggestions may be directed
to info@webprosmall.com