The Nevada Advantage: When, Why & How to Incorporate, Regardless of Where You Live and Work,9781571019479

The Nevada Advantage: When, Why & How to Incorporate, Regardless of Where You Live and Work

by
ISBN13: 9781571019479
ISBN10: 1571019472
Format: Hardcover
Pub. Date: 2002-03-01
Publisher(s): Master Media Pub Corp
List Price: $34.95

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Summary

This informative guide shows how to use the Silver State to bullet proof assets, increase profits, and gain financial privacy. The book is written by an insider with years of experience.

Table of Contents

Acknowledgements 13(1)
Preface 14(4)
SECTION I The Whys
The Personal Sovereignty Paradigm
The Purpose
18(1)
Preamble
18(1)
Nation States
18(2)
Political Change is Inevitable
20(1)
The Freedom Ideology
21(2)
Government's Challenge
23(1)
Freedom Verses Chaos
24(1)
The Underlying Force
25(1)
Look Around
26(1)
Claiming Autonomy
27(1)
Legal Documents & Video
27(1)
Why Nevada
27(2)
The Privacy Factor
Freedom Requires Privacy
29(1)
Nothing to Hide
30(1)
Privacy is Paramount
30(1)
Phone Records Are Not Sacred
31(1)
Technology's Expanding Effect
31(2)
Internet Detectives
33(1)
Legislative Protection
34(1)
Legislation Ripe for Abuse
35(1)
Echelon
35(1)
Carnivore
36(1)
Computer Scanning
36(2)
The Clipper Chip
38(1)
Privacy and Government Needs
39(1)
The Crux of the Privacy Problem
40(1)
Violence and Privacy
41(1)
Progress
42(1)
In Summary
43(3)
The Litigation Explosion
The Problem
46(1)
The Threat To Business
46(1)
Funding Government Through Litigation
46(2)
America The Litigators
48(1)
A Legal Joint Venture
48(2)
Countersuits
50(1)
City Governments Join the Fray
51(2)
Can This Be True?
53(1)
The Future
54(1)
Facing The Legal Reality
55(2)
Conclusion
57(1)
Concerns Over Government
Government Expansion
58(1)
Equal Rights
58(1)
Justice for All
59(1)
Non-Violent Crime
60(1)
Forfeitures and Seizures
61(1)
Regulation Through Litigation
62(1)
National ID verses National Security
62(3)
Speaking of Social Security
65(1)
Tax Shelter America
66(2)
Money Laundering
68(1)
The Real Issue
68(1)
Tax Competition
69(1)
Predictions
69(2)
Offshore Tax Havens
71(1)
Corporate Structuring
72(4)
SECTION II Business Structures
Forms of Doing Business
Preamble
76(1)
Sole Proprietorship
76(1)
General Partnership
77(1)
Limited Partnership
78(1)
The Limited Liability Company
78(1)
Corporations
79(1)
Corporate Structure
80(1)
Articles of Incorporation
81(1)
Corporate Name
81(1)
Period of Existence
81(1)
The Corporate Purpose
82(1)
Authorized Shares
82(1)
Classes of Stock
83(1)
General Provisions
83(1)
Bylaws
83(1)
The Players in the Corporation
84(1)
Corporate Formalities
85(3)
Piercing the Corporate Veil
88(1)
Failure to Keep the Corporation in Good Standing
89(1)
Failure to Sign Documents in the Corporate Fashion
89(1)
Failure to Identify the Business as a Corporation
90(1)
Operate Related Corporations Autonomously
90(1)
Rowland v. Lapire
91(1)
Trident Construction v.West Electric, Inc.
92(1)
Wyatt v. Bowers
93(1)
Polaris Industrial Corporation v.Kaplan
94(2)
Acts of the Corporation
Acts of the Corporation
96(1)
Documenting With Resolutions
96(1)
When to Use Resolutions
97(1)
How to Draft Resolutions
98(1)
The Core of the Resolution
99(1)
Where Resolutions are Appropriate
100(1)
Organization
101(1)
Ratification of Pre-Incorporation Actions
102(1)
Reimbursement of Costs of Incorporating
103(1)
Ratification of Resident Agent
103(1)
Adoption of the Bylaws
103(1)
Adoption of a Corporate Seal
103(1)
Adoption of Stock Certificates
103(1)
Authorization of Required Filings
104(1)
Election of Officers
104(1)
Who Should Serve
104(1)
Adopt a Fiscal Year
105(1)
Issuance of Stock
106(1)
Types of Consideration
106(1)
Issuance of the Stock
107(1)
Changes of the Guard
107(1)
Officers
108(2)
Directors
110(1)
Salaries
111(1)
Purchasing
111(1)
Establishing a Principal Place of Business
112(1)
Financing
113(1)
A Classic U.S. Strategy
The Private Corporation
114(1)
Overview
114(1)
Rearranging Your Finances
115(1)
Asset Protection Characteristics
116(1)
Filing Liens
117(1)
More About Nevada
117(1)
A Simple Example
118(1)
The Privacy Application
119(1)
Corporate Headquarters Providers
119(1)
Other Advantages
120(1)
Federal Taxes and Your Personal Strategy
121(2)
Asset Transfer Complications
Overview
123(1)
Intent May Not Be Necessary
124(1)
Statute of Elizabeth Jurisdictions
124(2)
Uniform Fraudulent Conveyance
126(1)
Intent
127(1)
Badges of Fraud
128(1)
Constructive Fraud
128(2)
An Example
130(1)
Fair Consideration
130(1)
Affirmative Defenses
131(1)
Good Faith Buyer
131(1)
Inadequate Consideration
132(1)
Issues Checklist
132(6)
SECTION III The How's
Asset Protection: Analysis of a Strategy
A Sad Tale
138(1)
The Legal Reality
139(2)
A Lawsuit's Merit
141(1)
What Asset Protection Is Not
142(1)
The Morality Issue
142(1)
A Quick Sketch
143(1)
Don't Be a Target
143(1)
Incorporating for Asset Protection
144(1)
Poverty, The Road to Asset Protection
145(1)
Being Judgment Proof
146(1)
The UCC-1 Concept
147(1)
The Strategy Summary
148(1)
Demand Promissory Note
149(1)
Case Studies & Tax Reduction
Case Study #1
150(1)
Case Study #2
151(1)
Case Study #3
152(1)
Case Study #4
153(1)
Case Study #5
154(1)
Tax Savings Through Incorporation
155(1)
Medical Reimbursement Plans
155(2)
Section 1244 Stock
157(1)
Stock Dividends in a Corporation
158(1)
Start-Up Expenses
159(2)
Avoiding Double Taxation
161(3)
Taking Money Out of Your Corporation
Get The Money
164(1)
Tax Savings Through Family Employment
165(2)
Expense Reimbursements
167(1)
Travel Expenses
168(1)
Auto Loan Interest Deductible
169(1)
Deducting the Cost of Living
170(1)
Three Tests for Deductibility of Living Expenses
170(1)
Four Tests of Deductibility of Meals
171(1)
Commuting to Temporary Work Sites
171(1)
Here's to Your Good Health!
171(1)
Research and Experimentation
172(1)
Taxation and Multiple Corporations
Tax Advantages of Multiple Corporation
173(2)
Tax Planning with Multiple Corporations
175(1)
Parent-Subsidiary Controlled Group
175(1)
Brother-Sister Controlled Group
176(1)
Stock Attribution Rules for a Brother-Sister Controlled Group
176(1)
Disadvantages of a Controlled Group
176(1)
Examples of a Brother-Sister Controlled Group
177(1)
Doing Business At Arms Length
178(1)
Section 482 verses Warbucks/Red, Inc.
179(1)
S-Corporations
179(5)
No Profit Benefits
184(2)
Social Security (FICA) Taxes and the S-Corporation
186(1)
Retirement, Social Security and Your Nevada Corporation
187(1)
Personal Service Corporations
188(1)
Tips About PSC Status
189(1)
Personal Holding Company
190(1)
Personal Holding Income
190(1)
Disadvantages of Personal Holding Company Status
191(1)
Is There a Way Out of PHC Status
191(1)
Tips to Avoid PHC Status
192(1)
Foreign National's
193(1)
Non-U.S. Citizens Welcome in Nevada
193(1)
Additional Benefits of a Nevada Corporation
194(1)
Visa Enhancement
194(2)
Alternative Considerations
Business Verses Personal Protection
196(1)
Protecting Mental Property
197(1)
Is Warbucks a Real Corporation
198(1)
Validations
199(1)
Initial Officers and Directors
199(2)
Using Assets as Capital Contributions Without Owning Stock
201(1)
Asset Protection for Licensed Professionals
202(1)
Using Lines of Credit
202(1)
Re-domiciling the Corporation
203(3)
SECTION IV Corporate Formalities & Forms
Forms, Minutes, Resolutions, Notes Agreements and Contracts
Why Forms
206(1)
Working with Forms
207(1)
Corporate Formalities
207(1)
Alter Ego
207(2)
Pre-Incorporation
209(6)
Acceptance and Resignations
215(3)
Notice of Meetings and Waivers
218(1)
Notices Can Be Waived
218(8)
Minutes of Meetings
226(1)
Stockholders' Meeting
226(1)
Directors' Meeting
227(12)
Stock Restrictions and Resolutions
239(1)
Restrictions and Options
239(1)
Right of First Refusal by Corporation
240(1)
Corporation Option, Conditions on Sale or Transfer of Stock
240(1)
Right of First Refusal
241(1)
Resolutions
241(37)
Proxy
278(3)
Certified Copy of Corporate Resolution
281(5)
Promissory Notes
286(6)
Security Agreements and Deeds of Trust
292(15)
Contracts with Independent Contractors
307(3)
Corporate Changes of the Guard
310(24)
SECTION V - Appendices
Introduction
334(1)
Why Nevada Corporations
335(2)
Advantages of the LLC
337(7)
State Income Tax Review
344(2)
The Birth of a Nation
346(14)
Facts About Nevada
360

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