Incorporating in Nevada
Dear Gregory D. Remington,
Very nice website that you have developed. I have recently incorporated out of Nevada with NHC (February) and choose this over incorporating out of Delaware for the full liability converge as well as various other reason. Several corporations choose Nevada for the liability protection and privacy amenities. You don't have to report who's stock is issued to, except the IRS in Nevada as well. NHC offers an excellent package for privacy and liability purposes. In the articles of incorporating out of Nevada, with Article VIII, Directors and Officer's Liability, A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i)acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law or (ii) the unlawful payment of distributions. Nevada is the only state that has this article included in incorporation. You want liability protection with your corporation, incorporate out of Nevada (bottom line).
I would like to advise you about setting up a living trust in addition to incorporating out of Nevada. When this is done properly, ownership is through the living trust while control is left in your hands. Make sure that the living trust is set up with an individual that will not pose as a threat (a Godchild or relative that will not attempt to stab you in the back). In the event of a law suite, ownership is covered through the living trust fund (your untouchable, your in control but not technically the owner) and because of article VIII your clear of liability. Talk about bulletproof!!! NHC also offers this service of setting up a trust as well as incorporating and are very experienced in setting this up for you. It will set you back about seven grand and some change but is well worth it.
If you really did your homework and research, I suspect it is possible to do this all on your own with $30-$50 worth of software that has all the official forms and pay an extra few hundred for the registration fees, but you wouldn't have a resident agent, nor the experience of setting up everything to be bulletproof.
With a Nevada corporation and resident agent working with you, you will be officially operating out of Nevada and will be filling all official forms for your business corporation from there. Check with your local state law about operating a corporation out of Nevada to make sure you do not have any responsibility of filling through the state of your residence, but I am fairly sure once you set up your corporation in Nevada, you will be operating business from there, under the guidelines and bylaws of incorporation out of Nevada for local, interstate and international commerce. California has a lot of funny state laws however, so do your homework. Emailing government sites for information costs you nothing. They will not offer you legal advice but will provide guidelines so your not completely in the dark.
I have done a bit of research into this but am not an attorney and will not be held responsible for this advice. I recommend you follow up with your own research and legal counsel before making any decisions about the direction you would like to take with your business endeavors.
Currently, I am verifying guidelines with SEC for issuing stock and have several questions of my own with my new corporation. Funny thing about the privacy amenities, when you go public with an IPO, it's real difficult to maintain the full level of privacy available as going public and having privacy do not fully go hand in hand. I am also seeking corporate alliance and considering appointing directors and officers with this newly found corporation.
If you are interested in negotiating an alliance or partnership that would be mutually beneficial, please contact me for further details.
