for a shelf corporation, 12 yrs old: Request the
HOW IS A CORPORATION FORMED?
The Articles of Incorporation are filed with the Secretary of State.
The Articles spell out the name of the company, the registered agent and
the address, the type of business of the company, shares, etc.
Anyone may retrieve a copy of the Articles of Incorporation.
WHAT IS A REGISTERED AGENT?
The registered agent is the contact for anyone who seeks to serve
papers on the company. The registered agent is the contact
"agent." If someone seeks to serve notice on the company, such as
for an audit or lawsuit, you deliver notice to the registered agent.
If you live where the company is filed, then you can be your own
registered agent. For example, you can be the registered agent of
a company if the company was filed in Wyoming and you live in Wyoming.
If you don't live in Wyoming, then you'll need to hire a registered
agent for the Wyoming company. Respectively, the same applies to
Delaware corporation and Delaware LLC's. You may serve as
registered agent for a Delaware corporation or Delaware LLC if that's
where you live.
WHY IS DELAWARE SO POPULAR? DOES WYOMING MEASURE UP?
Delaware has a strong marketing engine and they cater to big
business. Delaware is the best place to incorporate if you run a large corporation.
We believe that the small business person deserves more protection
than what is offered in Delaware. Yes, we all aspire to make it
big. But it's better to have a small business. Although you
may not have a business jet; you may have your family, health or
love. Running a large corporation often requires sacrifice of
family, health or love; or all three. We believe it's better to be
a small business owner. Wyoming best serves small business.
Delaware serves big business. And lately, many of the values of
big business are anti-American. Big business exports jobs
overseas. Big business brings in foreign oil, Chinese products,
poison drywall, poison toys, genetic food and other problems that
adversely impact Americans. And these big businesses are served by
Small businesses think local, they think American, they focus on the
American consumer, and they hire Americans. Wyoming understands
this and rewards all small businesses that do business in Wyoming.
Wyoming offers a 0% income tax, pro-business environment, strong limited
liability and respect for privacy. When it comes to serving the
small business owner, Delaware can't compete with Wyoming.
Even now, Delaware sells many more companies than Wyoming. But
this is no popularity contest. This is about your goals, your
dreams and choosing the best corporation, or LLC, to meet your
objectives. If your business is small business, then Wyoming
is your best choice. The herd mentality will lead to Delaware
because that's where everyone else is doing.
WHAT'S SO GREAT ABOUT A WYOMING LLC? IS IT BETTER THAN
A Delaware LLC or Wyoming LLC properly arranged for the charging order
protection is uncommon. Most people have a false sense of security
about their LLC because of misuse. We are going to start at the
beginning. The charging order protection with a Delaware LLC or
Wyoming LLC is comparable. But the Wyoming LLC will cost less
because of the difference in filing fees. Let's start at the
LLC= Taxation As Partnership + Limited
LLC Taxation As
“pass-through” entities for tax purposes. This means that partnership
income, deductions and other items passes through the partnership
directly to the partners. Accordingly, each partner takes into account
his or her share of partnership income, deductions and other items in
determining the partner’s individual tax liability.
companies (LLC) have members. The ownership in the LLC is called the
If a judgment is awarded against the LLC itself, it may be levied,
and LLC’s property seized or sold in payment. If, however, a
judgment is awarded against a member, to the extent that the operating
agreement so states, distribution usually cannot be compelled to satisfy
a member’s judgment debt. Creditors have to satisfy themselves
with a “charging order.” This gives them the rights to any distributions made by
the LLC to that particular member, but little else.
> LLC's are taxed as a corporation
or as a partnership. Taxation as a partnership is the default.
Liability Of A Corporation
When a hostile
creditor sues the corporation, normally, it can only take the assets of
the corporation. The stockholders are generally not liable for the
debts, liabilities and acts of the corporation. This is called “limited
liability.” This is very different from a partnership, where all
partners are liable jointly and severally for everything chargeable to
companies have members.
The LLC has the
limited liability of a corporation.
Liability Company (LLC) Is A Hybrid Entity
The LLC offers the
pass-through taxation of a partnership and the limited liability of a
can have one or more Directors and Officers.
An LLC can have
one or more Managers.
creditor can take your stock, if he can prove that you own it.
creditor can ONLY go after a member’s economic interest in the LLC
through the courts. This is called obtaining a “charging order.”
Once the charging
order is obtained, the hostile creditor is now first line for any future
distributions that are usually paid out to the member(s).
Wyoming Statute 17‑15‑145. Rights
order is the exclusive remedy by which a judgment creditor of the member
or transferee may satisfy a judgment against the member's interest in a
limited liability company.”
The Assets Are
Made Unattractive To The Creditor
The manager of the
LLC can refuse to distribute the earnings. (If the operating agreement
so allows.) What is the advantage of withholding the distribution from
the hostile creditor?
This means that the
creditor is now liable for income taxes on those LLC earnings, whether
or not they’re distributed. The hostile creditor is now liable for
taxes on earnings not yet received or for what is typically referred to
as “phantom income.” This places the member in a stronger position to
negotiate a favorable settlement. Hostile creditors don’t want to pay
taxes on earned income that’s out of reach.
For this charging
order protection to be most effective, the LLC must
least two (2) members [Important!]
Managers can be people
or another business.
as a partnership
managed by a manager, not the members. [Important!]