cor·po·ra·tion : a body formed and authorized by law to act as a single person although constituted by one or more persons and legally endowed with various rights and duties including the capacity of succession

What is a Corporation?

A corporation is a Legal Entity, when you form a Corporation you are giving birth to a legal and separate entity. This legal and separate entity does not have any opinions nor thoughts of it's own. Further, a corporation is a distinct legal entity, separate and apart from its members, stockholders, directors or officers. Although it is a separate entity, it can act only through its members, officers or agents and cannot have knowledge or belief of any subject independent of the knowledge or belief of its people.

So how does a corporation function? Through the officers. Stockholders and members of a Corporation do not run a Corporation the Officers do. The existence of the corporation is not affected by the death or bankruptcy of a shareholder or by the transfer of its shares. IT HAS A CONTINUOUS EXISTENCE. IT IS IMMORTAL for as long as it complies with the annual requirements of the state in which it is incorporated.

In this legal world the number one thing that most people do not understand is that you must write down what is taking place in a Corporation, this is the veil. In order to have a Corporate Veil you must have records, meetings, resolutions, etc. In this corporate world if you did not document IT, IT never happened. This is where most people run into to problems, they never write down what happened in the corporation. This is why we are against Corp Kits, the client is left sitting at his or her desk trying to figure out how to fill the stupid thing out, and most of the time never getting them done. Let the experts take care of this for you. This would be us; concentrate on what you do best which is to make money.

 

 pri·va·cy : the quality or state of being apart from company or observation

What type of entity is best for me? Stock held Corporation or LLC?

In Nevada both types of entities have the protection for there Stockholders or Members. Meaning, if a lawsuit comes at the corporation, the lawsuit attacks the corporate assets not personal assets of the stockholders or members.

The main difference is Charging Order Protection. If a lawsuit comes at a Stockholder personally the stock held by that stockholder is considered personal property and can be awarded in a judgment.

In an LLC your structure is a percentage of Membership, you must have written unanimous approval from all Members to sell off any assets of the LLC. So if a judgment comes at one of the members the court cannot force other members to sell corporate assets in order to meet that judgment. The court can only put a lien on any disbursement that the member might be entitled to in the future.

What you really have to ask yourself is will I have owners in my corporation coming and going? This might be a reason to file a Stock held Corporation. Or do I want the extra protection of the LLC, will I have problems with a member not wanting to sign if the membership structure needs to change? Your decision, you need to decide.

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