Services

Registered Agent $149 a year

A Nevada registered agent is appointed by a business entity to accept service of process and official mail on its behalf. The registered agent must have a physical location in Nevada where they accept such documents. This service includes handling your businesses annual renewal with the State.

IRS EIN Application – Filed $69

Do You Need an EIN?
Generally, all incorporated business need an EIN and will also have to apply for a new one if the responsible party who applied for the original EIN is removed from ownership of the entity. You will need an EIN if one of the following is applicable:

• Started a new business
• Hired or will hire employees, including household employees
• Opened a bank account that requires an EIN for banking purposes
• Changed the legal character or ownership of your organization (for example, you incorporate a sole proprietorship or form a partnership)
• Purchased a going business
• Created a trust
• Created a pension plan as a plan administrator
• Are a foreign person and need an EIN to comply with IRS withholding regulations
• Are a withholding agent for taxes on non-wage income paid to an alien (such as an individual, a corporation, or a partnership)
• Are a state or local agency
• Are a federal government unit or agency
• Formed a corporation
• Formed a partnership
• Administer an estate formed as a result of a person’s death
• Represent an estate that operates a business after the owner’s death.

Below is a list of entities typically requiring and EIN.

Corporations

• S-Corporations
• Limited Liability Company (LLC)
• Partnerships
• Sole Proprietorships

Note : The IRS allows a single member LLC to have the option of using the single members Social Security Number as the Tax Payer Id as opposed to applying for an EIN unless the new LLC chooses to be taxed as a corporation or S corporation, has employees, or excise tax liability.

Nevada Office Lease is $600 per year

Virtual or Real Office?

What’s the difference between a virtual office and a REAL office? Simply put, “virtual” means not real. A Virtual office may give the initial appearance as real, but once challenged by your home State, County or City Tax Assessor will lack the legitimacy of an actual place of business. True legitimacy dictates that you must have a real office, not a virtual office space.

All too often, business entities, like those created through “do it yourself” document filing services, fail to provide their owners the proper protection simply because they could not provide proof of a physical place of business. How difficult do you think it would be to pierce the veil of a corporation or LLC that did not have a legitimate business location? With a Nevada office lease you will have peace of mind knowing your Nevada entity meets all the tests of a legitimate Nevada based business and will be afforded all the protection Nevada statutes allow. The following features constitute a legitimate business location:

• A viable, provable, business location within the state. An actual insurable vested interest.
• Physical address where business may be conducted (not a P.O. box, UPS store or registered agent service)
• Office manager and staff to conduct daily activities
• Appropriate business licenses on display
• Business transactions with unrelated parties

Initial List of Officers $49 + State Fees

This Initial List of Officers is required by State Law and is time sensitive. The most common cause of Default Status for new companies is failure to correctly comply with this requirement.

Additional Services Generally Purchased with the Statement of Information:

• Attorney Resident Agent
• Nominee Officer (Attorney) and Sub Officer

Corporate Resolutions $50 each

Resolutions are a must to assure Corporate Veil Protection for operations; one of the primary reasons for starting any legal entity. Any legal or financial action, with recourse, conducted without a Resolution could result in Alter-Ego for owners and officers and leave them personally liable. Again, Resolutions are a must! Corporations and LLCs are able to do most anything we (natural persons) can do when it comes to conducting business. Just like us they can buy, sell, sue, be sued, and enter into agreements, etc.

But there’s one thing a corporation or LLC cannot do, it cannot think! Directors / Managers are required to do all the thinking for the entity and those thoughts are required to be memorialized in “formalities”, the most common of which are minutes and resolutions. Proper formalities are critical in preventing an alter-ego doctrine of the shareholders and directors.

Properly drafted formalities are considered the heart and soul of a corporation’s protective veil. The law requires that business entities properly maintain corporate formalities and failure to do so could possibly expose owners and officers to litigation and tax penalties.

Most business owners never seem to have the time to conduct necessary board meetings and formalize the outcome. With our document assistance service you are assured your formalities are always in order and up to date. When your entity is about to engage in activity that requires formalizing, you simply contact us with the details and we will accurately create all the necessary documents for signature. Examples of activity that should be documented with resolutions:

• Loans
• Officer Changes
• Ownership Changes
• Bank Account Opening
• Sale/Purchase of Property
• Opening Brokerage Accounts
• Additional Capital Investments
• Doing Business as Filings (DBA filings)

Unlimited Corporate Resolutions Per Year $300

Resolutions are a must to assure Corporate Veil Protection for operations; one of the primary reasons for starting any legal entity. Any legal or financial action, with recourse, conducted without a Resolution could result in Alter-Ego for owners and officers and leave them personally liable. Again, Resolutions are a must!

Most business owners never seem to have the time to conduct necessary board meetings and formalize the outcome. Properly drafted formalities are considered the heart and soul of a corporation’s protective veil. The law requires that business entities properly maintain corporate formalities and failure to do so could possibly expose owners and officers to litigation and tax penalties. Corporations and LLCs are able to do most anything we (natural persons) can do when it comes to conducting business. Just like us they can buy, sell, sue, be sued, and enter into agreements, etc. But there’s one thing a corporation or LLC cannot do, it cannot think! Directors / Managers are required to do all the thinking for the entity and those thoughts are required to be memorialized in “formalities”, the most common of which are minutes and resolutions. Proper formalities are critical in preventing an alter-ego doctrine of the shareholders and directors.

If you see your business requiring multiple resolutions throughout the year save money with Unlimited Corporate Resolutions. Let us manage the paperwork so you can focus on day to day business. Resolutions will be added to your corporate record book (the story of your company). Examples of activity that should be documented with resolutions:

• Loans
• Officer Changes
• Ownership Changes
• Bank Account Opening
• Sale/Purchase of Property
• Opening Brokerage Accounts
• Additional Capital Investments
• Doing Business as Filings (DBA filings)

Dual State Registration $450 + State fees

Sometimes the operating nature of your home state business is noisy and requires exposure to public information. Here also, the Nevada business entity, qualified in your home state, is superior to an entity formed under the laws of your home state. As an example: only Nevada has “Charging Order Protection” for corporations. To complement your operating entity, having a separate Nevada based entity to conduct legitimate business with your home state entity may allow tax reduction and will provide greater levels of asset protection if done correctly by using the Deluxe option.

This package includes:

• One fully formed Nevada Business Entity (to qualify in home state)
• Complete Nevada Corporate Privacy Package (listed above)
• Home state registered agent for one year
• Nevada certificate of good standing (required to foreign qualify)
• Necessary internal formalities authorizing foreign qualification

Annual Meeting Notice $99

The Annual Meeting Notice is required by State Law for Legal Entities holding an annual meeting and is time sensitive. We assure compliance with this requirement in that not only is the Annual Meeting legally noticed but the Proxy(s) is also prepared at this time on behalf of the ownership. A written notice of the annual meeting should be sent out to all owners and directors in the Corporation/LLC no more than 60 days and no less than 10 days from the meeting.

The annual meeting notice should contain a clear statement that an annual meeting is being called. The annual meeting notice should specify the time, date, venue and the agenda; and include the entire text of any special resolutions proposed to be passed at the annual meeting. The stockholder/members shall be present by proxy, remote communication, or in person to vote at the annual meeting

The primary purpose of the annual shareholder meeting is reiterated in Section 301(a) stating in part “at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting.” In addition to the election of directors, Section 600(b) provides that “any other proper business may be transacted at the annual meeting.”

Annual Meeting Minutes $99

The recording of Annual Meeting Minutes is required by State Law and is time sensitive. Annual Meeting Minutes must be time/date stamped before the filing of any annual list as Annual List information and procedures come from the Annual Proxy recorded in the Annual Minutes.

Keeping certain accurate records, known as the essential records, is vital and absolute for legal veil separation and protection.

It is also the most common error made by persons who try to do it themselves. Unfortunately, many think they can get a kit or forms, form the company, and be done. For protection and operation, nothing could be further from the truth. It’s the Essential Records that sets the stage for state Statutes to be able to protect all parties involved. Without the Essential Records many companies actually go into default and/or non-compliance in the first ninety days of existence and could not stand or protect against a challenge. Non-compliance could mean irreparable Alter-Ego for the owners with no indemnification for officers and management.

Additionally, all actions carried out could be proven moot and without merit or benefit. Corporations and LLCs are able to do most anything we (natural persons) can do when it comes to conducting business. Just like us they can buy, sell, sue, be sued, and enter into agreements, etc. But there’s one thing a corporation or LLC cannot do, it cannot think! Directors / Managers are required to do all the thinking for the entity and those thoughts are required to be memorialized in “formalities”, the most common of which are minutes and resolutions. Proper formalities are critical in preventing an alter-ego doctrine of the shareholders and directors. Corporate meeting minutes are required to take place each year in all 50 states; however there are no meeting minute requirements for LLC’s. The annual meeting minutes should document all important activity from the last year. These essentials cannot be ignored if the Company is to remain active and effective in protecting its Directors, Officers and Stockholders. Examples of activity that should be included in annual minutes:

• Loans
• Officer Changes
• Ownership Changes
• Bank Account Opening
• Sale/Purchase of Property
• Opening Brokerage Accounts
• Additional Capital Investments
• Doing Business as Filings (DBA filings)

Name Availability Search $19

Our name availability search includes Trademarks, Trade Names, Service Marks, Reserved Names & Business Licenses. The name availability search also includes forensic research of prior used names that may have become available but may not be safe to use secondary to previous disposition.

State and Federal compliance requirements must be done correctly in addition to documenting the essential records, meetings, timelines, etc. of the company for Corporate Veil Protection.

Filing Articles of Incorporation isn’t enough. Federal requirements may vary with business types & function.

For the greatest corporate veil protection Fees and forms accepted by any State is not a guarantee or acceptance that a company is organized correctly with an Effective Corporate Veil; the ultimate reason for forming a Corporation or LLC. The Secretary of State’s Office may assist with filings but is prohibited from giving legal advice and Corporate Veil information that is necessary to protect the Company, Owners, Officers and Assets when challenged.

Additional Services Generally Purchased with the Name Availability Search.

2553 / 8832 IRS Application – Filed, With Taxation Consultation $250

Incorporating an S Corporation or Corporation?

Deciding what type of IRS taxation is best for your business can be a confusing exercise as there may be a compromise between what’s best for protection versus taxation. We help assure the proper IRS tax election is selected for your organization.

What Is an S corporation?

S corporations are corporations that elect to pass corporate income, losses, deductions and credit through to their shareholders for federal tax purposes. Shareholders of S corporations report the flow-through of income and losses on their personal tax returns and are assessed tax at their individual income tax rates. This allows S corporations to avoid double taxation on the corporate income. S corporations are responsible for tax on certain built-in gains and passive income.

To qualify for S corporation status, the corporation must meet the following requirements:

• Be a domestic corporation
• Have only allowable shareholders (including individuals, certain trust, and estates and may not include partnerships, corporations or non-resident alien shareholders
• Have no more than 100 shareholders
• Have one class of stock
• Not be an ineligible corporation i.e. certain financial institutions, insurance companies, and domestic international sales corporations.

What Is a Corporation?

In forming a corporation, prospective shareholders exchange money, property, or both, for the corporation’s capital stock. A corporation generally takes the same deductions as a sole proprietorship to figure its taxable income. A corporation can also take special deductions. For federal income tax purposes, a C corporation is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

The profit of a corporation is taxed to the corporation when earned, and then is taxed to the shareholders when distributed as dividends. This creates a double tax. The corporation does not get a tax deduction when it distributes dividends to shareholders. Shareholders cannot deduct any loss of the corporation.

Certified Charter and Article $49 + State Fees

Incorporating can be confusing and filing your new corporation or LLC’s articles of incorporation is the first step on your business’s path to success. However, before incorporating you need to strategize what to release as public information as it cannot be redacted. We suggest you call for a free strategy session prior to incorporating. Also, to assure that your new business complies with the state’s legal requirements we fully fill out and file the required documents for you.

+Information needed to incorporate in Nevada:

Company Name – If incorporating an LLC the company name must include a corporate ending (eg LLC, Ltd., Limited Liability Company)

Entity Addresses – All formation/registration documents must include the business entity street address and mailing address. All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in Nevada, if one exists.

Resident Agent Name and Address – All documents listing an individual person as an agent for service of process must include the agent’s Nevada street address. A post office box address is not acceptable. All documents listing a corporation as a Nevada registered corporate agent must not list an address. The corporate agent’s address is already on file.

Privacy: The State Filings and Registration are Public Portals, Not Personal Privacy Protection. All filing content should be considered carefully for privacy and personal access information on what will be a permanent public record. Protect yourself, Don’t leave “holes” in your Privacy or Legal Veil.

Additional Services Generally Purchased with the Certified Charter and Article:

• Attorney Resident Agent
• Initial List of Officers
• Business License
• Nominee Officer (Attorney) and Sub Officer

Bylaw/Operating Agreement $95

Bylaws/Operating Agreement basically serves as a corporations/LLC operating manual. This form includes an abbreviated and flexible Bylaws/Operating Agreement that closely follows State Statutes to allow your company to conduct any legal business. This is especially important for the most protective LLC. Unfortunately, many self help document companies, as well as legal professionals, produce large volume Bylaws/Operating Agreements for dollar value appearance that may actually inhibit a company’s ability.

Bylaws:

Corporate and organizational bylaws regulate only the organization to which they apply and are generally concerned with the operation of the organization, setting out the form, manner or procedure in which a company or organization should be run. Corporate bylaws are drafted by a corporation’s founders or directors under the authority of its Charter or Articles of Incorporation.

Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties. A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced “No mommy, see pa!” It stands for Name, Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment.

Bylaws generally cannot be amended by an organization’s Board of Directors; a super-majority vote of the membership, such as two-thirds present and voting or a majority of all the members, is usually required to amend bylaws.

Operating Agreement:

An operating agreement is an agreement among Limited Liability Company (“LLC”) Members governing the LLC’s business, and Member’s financial and managerial rights and duties. Many states in the United States require an LLC to have an Operating Agreement. LLCs operating without an Operating Agreement are governed by the State’s default rules contained in the relevant Statute and developed through state court decisions. An Operating Agreement is similar in function to corporate bylaws, or analogous to a partnership agreement in multi member LLC’s. In single member LLCs, an operating agreement is a declaration of the structure that the member has chosen for the company and sometimes used to prove in court that the LLC structure is separate from that of the individual owner and thus necessary so that the owner has documentation to prove that he or she is indeed separate from the entity itself.

Limited Liability Companies are very flexible in nature and the operating agreement defines each member or manager’s rights, powers and entitlements. This includes capital accounts, membership interest, distributions of profit and allocated tax responsibility, just to name a few. This internal document is an agreement set by the company members that contains provisions for critical items and rules that run the company. Operating agreements can be amended at any time by the company members or managers.

Stock Ledger/Stock Certificates $75 each

A Stock certificate, if issued, is a legal document certifying the ownership of shares in the corporation. Stock Certificates are available; however, Stock Certificates are not a requirement. Many privately held corporations no longer issue them secondary to required replacement laws and cost if lost, stolen or damaged. Most rely on the ledger which is the official recording of ownership.

For Stock Companies a Stock Ledger is mandatory by State Law. The stock ledger allows you to keep an accurate record of stock issuance and transfers for your corporation, and is an essential element of a corporate records book. The initial and any additional stock that is issued should be recorded in the stock ledger. The stock ledger should include:

• Stock certificate number if applicable
• Shareholder name
• Shareholder address
• Amount of shares issued or transferred
• Date of purchase/transfer
• Consideration (dollar value)

Only Available for Nevada Companies $250

An attorney resident agent is a person or other entity authorized to receive service of process and other official papers on behalf of a corporation. All states require business entities to publicly list a registered agent with the Secretary of State, as well as with any other state in which the entity must qualify to conduct business. The attorney registered agent has a fiduciary duty to forward the received documents on to the appropriate parties.

The most common documents received are summons, subpoenas and IRS notices. The attorney resident agent is address for “Proof of Service”, not the established business address. An attorney resident agent for service of process is an individual who resides in Nevada, or a corporation, designated to accept service of process (court papers) if the business entity is sued.

Organizational Meeting Minutes $149

A Company takes official action through its board of Directors/Manager and/or its shareholders/members. The shareholders/members and directors/manager formalize their official corporate actions by making a written record. The record of the corporate action is usually written in the form of “minutes”, including resolutions. We formalize and complete this task for you. Not only does this save you time, money and aggravation, it is professionally prepared and can be “third party” certified.

In order to maintain the asset protection advantages associated with operating a business as a corporation or LLC, it is important to observe the formalities of operation. Properly structured corporations and LLC’s are the foundation of any legitimate asset protection strategy. Proper formalities are critical in preventing an alter-ego doctrine of the shareholders and directors. The organizational meeting minutes properly structure the company by electing a board of directors, stockholders, officers, as well as set forth responsibilities for officers or board members and authorize bank account opening and management. The organizational meeting minutes is one of the most crucial documents that will be permanently recorded in the corporate record book and will set the tone for how business will be conducted. Properly drafted formalities are considered the heart and soul of a corporation’s protective veil. The law requires that business entities properly maintain corporate formalities and failure to do so could possibly expose owners and officers to litigation and tax penalties. If the Company has multiple owners (Stockholders or Members), the need for detailed records becomes even more critical. Any one owner may quite easily challenge the authority for a transaction. Only complete and accurate records and resolutions can demonstrate that the action was properly authorized. It cannot be overstated how important documentation is to a company and to the protection of those involved. Unfortunately, it is estimated that over 50% of small business owners do not have adequate documentation! Here are some topics that will be covered in the organizational meeting minutes:

• Elect officers
• Adopt bylaws
• List of Attendees
• Date, time and location
• Appoint a registered agent
• The purpose of the meeting
• Responsibilities and motions
• Electing directors or managers
• Establish a date for the annual meeting
• Bank account opening and management

Self-Directed IRA Limited Liability Company $3000

Our fully formed Nevada self-directed IRA LLC comes complete. We Do Not sell “do it yourself” kits that give you “fill in the blank” forms. Your self-directed IRA LLC is professionally structured with the proper formalities fully drafted, including the special purpose operating agreement and “custodial buy direction letter” ready for your signature. The package includes:

• Certified NV LLC Articles and Charter – State fees included
• Certified initial list of Managers – State fees included
• Nevada State Business License – State fees included
• Completed Special Purpose Operating Agreement with Buy Direction Letter
• Properly drafted minutes and resolutions authorizing initial actions of the Manager to: Accept Fiduciary Duties; Open bank accounts; etc.
• One year of Nevada Nexus Program – legitimate business presence in Nevada
• One year registered agent service
• Forwarding of business mail
• One year of Document Assistance Service
• Completed membership ledger (certificates optional)
• Completed IRS form SS-4 to obtain EIN (employer identification number)
• Completed IRS form 8832 LLC election.
• IRS Publications and DOL Exemptions to Prohibited Transactions
• Unlimited consultations

**We recommend using experienced third parties to provide CPA, custodial trust, and banking services for your self-directed IRA LLC. Contact us for a list of preferred third parties. Third party fees for CPA, custodial trust and banking services are not included in our package.

Nominee officer (Attorney) and Sub Officer $750 per year

What is a Nominee Officer and why should I use one?

You’ve heard of the Stone Age. You’ve heard of the Bronze Age. Today we are living in the Information Age. With just a few key strokes, your business and personal information, once difficult, if not impossible to find, is at everyone’s fingertips via the internet.

Every State has a government web site publicly listing current (and in some cases past) officers / directors / managers of business entities. Only the primary officers and directors are required to be listed on any public record.

When you hire nominee officers and directors to place their name on public record, anyone probing into your affairs or the affairs of the corporation will be unable to connect you with your corporation. You always maintain complete control of your corporation from your appointed position as Vice President, Assistance Treasurer or any other position not listed on public record. Owners have ultimate control over officers / directors / managers, and are not a matter of public record.

Privacy: The State filings and registration are public portals, not personal privacy protection. All filing content should be considered carefully for privacy and personal access information on what will be a permanent public record. Protect yourself; don’t leave “holes” in your privacy or legal veil.

Ongoing Consultations Throughout the Year $299

Every successful venture needs access to various types of knowledge centers. As “your success dictates our success” we provide, within reason, ongoing corporate consultations. With over 90 years of experience, our staff has often already dealt with many corporate issues and may have the answer you are searching for. If not, we may know where to suggest you find it.

Our staff will discreetly and competently discuss your issues and provide you with your best options. We will provide you with a powerful asset protection and business development plan.

At Corporate America we believe our best client is a well-informed client. Call us for a free consult so you can take this opportunity to become familiar with the necessities of properly maintaining and forming a Corporation or LLC for use in any state while preserving Protection, Privacy, and Tax Savings.

Private Banking, Bill Paying and Bookkeeping $500/month

For those who want the ultimate in corporate privacy, this service is for you. With our bonded and insured privacy banking service your name and social security number are never connected with the corporate bank account as a signor. Protected by federal and state fiduciary laws, your account is managed, checks are written and deposits are made through password protected request forms.

Additionally, with our banking program, we provide basic bookkeeping and tax preparation services for your corporate return. The operations, management and records of a company after it is properly formed and organized are some of the most important issues pertaining to your protection and tax advantages. Our banking program assists you in operating the financial aspects of your company correctly to complement the formalities. It helps negate commingling of funds, inappropriate personal expenditures and deductions, transactions, etc. This helps prevent your entity from being considered your alter-ego.