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Form Your Own Nevada Corporation
Protect Your Assets From the Costs of Nursing Home Care
A Nevada Corporation is a
corporation chartered under the laws of the U.S. state of Nevada.
Nevada, like the state of Delaware (See Delaware corporation), is well known
as a corporate haven. Many major corporations are chartered in Nevada,
particularly corporations whose headquarters are located in California and
other Western U.S. states.
While public companies can benefit from Nevada's flexible statute, Nevada is
particularly attractive to privately-held corporations, and its statute's
default provisions are particularly favorable to management. As in the case
of Delaware, critics of the Nevada corporate law believe that its
provisions, and the Nevada courts, are excessively friendly to corporations
and their managers at the expense of shareholders' rights.
Contents
1 Legal benefits
2 Bearer Shares
3 Nevada Registered Agent Association
4 Tax benefits
5 External links
Legal benefits
Nevada's laws offer flexibility to a board of directors in managing the
affairs of a corporation, and permit management to put in place strong
protection from hostile takeovers. It also provides extremely strong
protection against piercing the corporate veil, where a corporation's owners
can be held responsible for the actions of a corporation. As of 2007, in all
of the court cases involving a corporation, in a period of twenty years,
only one case has the piercing of a corporate veil been permitted under
Nevada law, and in this single case the reason was because of fraud on the
part of the corporation's owners.
Nevada (unlike other states) permits the corporation's articles of
incorporation to vest authority to adopt, amend or repeal bylaws exclusively
in the directors, so that shareholders would not be able to change the
corporation's bylaws.
Disputes over the internal affairs of Nevada corporations are usually filed
in the Nevada District Courts, from which judgments can be appealed to the
state Supreme Court. Because of the large number of corporations chartered
in Nevada, the courts in that state are more focused on the application of
corporate law than the courts of most other states. Nevada's courts are
developing a strong body of case law that serves to give corporations and
their counsel guidance on matters of corporate governance, although Delaware
and some other states have a larger body of such case law.
Bearer Shares
On February 28, 2007, the Wyoming legislature passed legislation barring the
use of "bearer shares" and Nevada was quick to follow. Previous to this,
Nevada and Wyoming had been the only two states allowing bearer shares,
however now, Nevada and Wyoming have statutes specifically prohibiting them.
Nevada Registered Agent Association
The Nevada Registered Agent Association (NRAA) is an organization of
registered agents and business entity formation companies doing business in
Nevada. The association advocates the adoption of a variation of the Model
Registered Agents Act (MRAA) as well as a regulatory body to establish
licensing standards for resident agent companies in response to concern in
the government that unregulated incorporation businesses could possibly aid
in financial crimes and terrorism funding.
Tax benefits
Nevada's tax structure is also a large benefit to incorporation in Nevada.
Nevada has no franchise tax. It also has no corporate income tax or personal
income tax [1]. While Nevada likes to promote that there are "no corporation
taxes" in the state, there is an annual $100 "Business License Fee" which is
paid to the Nevada Department of Taxation. Nevada and Texas are the only two
states who do not have information sharing agreements with the Internal
Revenue Service although the current Secretary of State Ross Miller directed
his web staff to remove this attribute from the Nevada page describing the
reasons to incorporate in Nevada.
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