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Perhaps a Good Opportunity to talk about Incorporating ... Anonymously or Otherwise

Discussion in 'Business & Tax Advice' started by sinewave, Feb 10, 2009.

  1. sinewave

    sinewave Senior Member Premium Member

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    It may be time to begin a conversation about options for incorporating in certain tax-advantaged states within the US.

    No soliciting here, just an invitation to discuss experiences.

    I won't go into the details again about my father's great 10-year experience anonymous corp with a good agent in Nevada, but I will say that I've since wished I had researched that route more closely myself prior to grabbing some LLCs in Delaware for my own business.

    I noticed some favorable recommendations and experience cited in another thread here for NV-based "shares-in-hand" corps and agencies and I thought we could aggregate our information and discussions here.

    There appears to be a great deal of interest and experience here.

    I'll post some information here if need be -- as I learn it from decommissioning my father's corp, but I'd rather hear real experience from others here. That way we can collect and share good and solid information.

    Best,
    Sine
     
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    Last edited: Feb 10, 2009
  2. madinaz

    madinaz BANNED BANNED Premium Member

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    I Incorporated my biz in Nevada using a anonymous Inc. provider because

    Nevada has no state corporate taxes
    Nevada has no franchise tax
    Nevada has no tax on corporate shares
    Nevada has no personal income tax
    Nevada provides total privacy of shareholders
    Nevada is the only state without a formal information-sharing agreement with the IRS
    Nevada is the only state that allows for the issuance of bearer shares
    Nevada has minimal reporting and disclosure requirements
    Nevada has nominal annual fees
    Nevada allows for a one-man corporation
    Nevada has established case law that prevents easy piercing of the corporate veil

    Corporate officers and directors can be protected from any personal liability for their lawful acts on behalf of the corporation

    Stockholders, directors and officers need not live or hold meetings in Nevada , or even be U.S. citizens

    Only the names and addresses of the officers and directors are on public records. No other information, listings, or minutes of meetings are filed with the State

    There is no minimum initial capital requirement to incorporate

    Nevada corporations may issue stock for capital, services, personal property, or real estate. The directors alone may determine the value of any such transactions, and their decision is final

    I can help anybody who has questions as I've done the anonymous corp in Nevada route with my biz.
     
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  3. wolfgang69

    wolfgang69 Newbie

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    Incorporating is a great idea. Just make sure you are up on ALL new state and federal tax laws.

    Good Luck in all your ventures!!
     
  4. thomas

    thomas Registered Member

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    I didn't incorporated any shit yet because there's no need for me atm, I'm still at beginning with online business but I'm thinking if I'll have to decide how to act I think best thing I could do would be to incorporate in some US state as madinaz suggested Nevada and then move the money to an offshore. How you guys think about that?

    I did some research about offshore things way back and there's one site that I found with lots of resources when it comes to this subject, maybe you guys know about it maybe not, it is ptclub.com

    Looking forward to hear more about this topic.
     
  5. sinewave

    sinewave Senior Member Premium Member

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    I've just spoken about this subject to my father's agent who incorporates "shares-in-hand" corps in Nevada and Wyoming and he advised me thusly regarding offshore business and bank account ownership:

    • In order to incorporate in the corporate tax-free US states of Nevada or Wyoming as an offshore owner, one would have to also incorporate temporarily in California, as required by the laws of aforementioned states. The California business is then revolked so as to 1) establish the NV or WY corp, and 2) not incur California corporate taxes. Current business law in NV and WY allow for this.
    • Registered agents for these states can open a US business bank account for offshore owners, which will become active once the "owner" has provided proper identifying documentation in order to become a proper and lawful signatory to the bank accounts.
    • Incorporating in the US requires that the requester have a proper and legal US SSN to which to tie the corp. In the case of offshore clients, the registered agent will provide his own SSN, which will be withdrawn from the record of corporate employment once the corp is established.

    Pricing for this particular agent's (whom I am in no way recommending; he's just the head of the firm that represented my father's corp and he did a great job for 10 years) package is as follows:

    • Nevada or Wyoming, USA Corporation: $599
    • Providing a temporary SSN to secure the corp: $250
    • CA, USA Corp required to secure a NV or WY corp with offshore ownership: $250

    So, minimum total expenditure for an offshore business owner using this agent is $1,100.

    I know others here, especially Madinaz, have more direct experience with these agents, so I certainly welcome their feedback.

    Here's the question I didn't ask though. This guy told me that the bank would be fine so long as proper identification was provided for the signatories on the account. So is a US business required? I didn't ask since it's not his purported expertise. I don't mean to sound like a dumbass either, although it happens with disturbing frequency; I'm just wondering.

    I know that all of you non-US guys have already made some inquiries to some banks. I'll make my own inquiries in the next few days, as time allows.

    In any case, I look forward to feedback from anyone with more experience than me.

    Thanks!
    Sine
     
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    Last edited: Feb 13, 2009
  6. drdoc

    drdoc Newbie

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    You might save some state taxes by incorporating in Nevada (instead of CA), but do not forget that you better not mess with the IRS. Even though your corporation is off-shore, you still have to pay taxes on your world wide income.
    If you own a foreign corporation you have to report it, even if the offshore corp does not pay you anything, the IRS will impute income to you (basically saying: we treat you as if you received 100k, although we know you did not).

    Doing Black Hat with the taxman is not worth it, because you might ruin your live.

    Use a corporation to protect against personal liability, maybe defer taxation (meaning you pay your taxes in a later year), to change your corporate tax ID when you get banned (just set up a new corporation squeaky clean and buy with the tainted one).

    But that's it. Don't black-hat the IRS.
    --------------------------
    Regarding California incorporation: You only need to register if you do business in California, end of story. If you are a foreign corporation (established within the US) you register as a foreign corp. That's it.
     
  7. sinewave

    sinewave Senior Member Premium Member

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    drdoc,

    No one is suggesting tax evasion, so I'm not sure what your point is. Anyone with a US-based corporation has US tax liabilities -- that fact is not in dispute.
     
  8. ximscreamingx

    ximscreamingx Power Member

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    I too have all my corps filed in Nevada. It truely is an oasis in the sand when talking about benefits of incorporating there vs other states.
     
  9. samspam

    samspam Junior Member

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    I was told Delaware doesn't have any state tax as long as you're not doing any business in Delaware? Also, if you would like to employ foreign workers, Delaware is more beneficial when it comes to applying for visas etc.

    But if none of that is of any interest, I'd definitely go for the advice already given and incorporate in Nevada.

    As far as doing "black hat" with the taxman... You can always register a corp in Panama/Gibraltar/BVI, let that corp own your American corp, so in that way you are not visible anywhere...Then transfer a percentage of the income to an offshore bank acct where you can withdraw it without paying taxes. Just don't go crazy, that's when they'll start looking into it. You can also have your property/car owned by a foreign corp.

    The ones that get caught are the ones going crazy, driving a ferrari and living in Bel Air on a $30,000 a year stated income...no wonder someone is getting suspicious...
     
  10. Whisker

    Whisker Moderator Staff Member Moderator Premium Member

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    I'm not claiming to be an authority on this, but I have a nevada llc, and an s corp in delaware. These are only to separate the assets between my personal name and the companies. Applying to companies and commingling funds as a sole proprietor means your personal assets are at risk if you were to be sued or you couldn't pay your bills. There are tax advantages in nevada and delaware as well as the structures of llc and s corps(no corporate income tax on s corp subchapter filings) in these states, but i'm unclear whether you have to pay tax to states you are doing business in.

    So for instance say you have 2 bank accounts for an S corporation, one in maryland and one in texas. A legal counsel told me unless you are doing business solely in either delaware or nevada with respect to whichever state, meaning the business bank accounts are located in that state, business address, and business phone number, you may be subject to state taxes wherever you are doing business. This in effect can negate the decision to incorporate in these states. The corporate veil, division between you as a personal entity and business, is pretty strong in these states which is nice, but it has has lead to an increasing amt of audits.

    It would be nice if someone with significant ACTUAL experience in incorporation could iron out some of these answers, and no i'm not talking about simply forming a corp and business bank account in your state under your name claiming that's anonymous.
     
  11. calm

    calm Registered Member

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    The practice of shares in hand or bearer stock certificates has ended in nevada since 2007.
    I would be leery of this agent sinewave.

    It could be that they reinstated the practice but I have found no evidence of that yet.
     
  12. sinewave

    sinewave Senior Member Premium Member

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    Thanks for mentioning that calm. I didn't specifically ask him about it since I was assuming it was still an available option and didn't even think about it. I'll give them another call to check on that that particular aspect and report back.

    I'm not wary of the agency itself since my father used them very successfully for over a decade, and now I'm working on getting the corp shut down and the final tax returns filed as my father died last year. That said, I'll not *recommend* them either since I did not incorporate through them myself.

    Thanks again.
     
  13. sinewave

    sinewave Senior Member Premium Member

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    Yeah, agreed. I'm inc'ed in Delaware myself so I don't have knowledge with shares-in-hand corps apart from shutting down my father's business.

    I'm under no delusion that I'm at all anonymous with my own corp.

    This thread was started in order to fill the void of discussion and investigation on this subject.
     
  14. Whisker

    Whisker Moderator Staff Member Moderator Premium Member

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    You know who i was referring to sine... Anyway good bringing this up hopefully someone can answer the state tax question, where a foreign corp is operating(business bank account located in that state) in another state and whether you are subject to taxes within that state.

    I don't think it would be that difficult to setup a bank account, business address, and phone in these states, I just need some closure on the subject.
     
  15. CyberDilemma

    CyberDilemma Regular Member

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    One word of caution regarding state taxes. Just because you have incorporated in a state that does not have a state income tax doesn't mean you may not be liable for state taxes. As a general rule, most states look at a concept called "nexus" to determine whether a corporation is subject to taxation in that particular state. For example, let's say you have a Nevada corp but you are physically located in another state. The fact that the corp has an employee and office located in that other state may constitute sufficient nexus to subject your Nevada corp to taxation in that other state. Each state has to be looked at individually. Other things to consider are franchise taxes, intangible taxes, property taxes, etc.. Some states recognize S corp status and some states don't. If you have an LLC, you can also elect to have it either taxed as a sole proprietorship, a C corp or and S corp.
     
  16. ximscreamingx

    ximscreamingx Power Member

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    I was told by a CPA that since I have no "physical entity" in my home state, and since I'm incorporated in Nevada, I do not have to worry about state taxes. My business addresses, phone numbers, and bank accounts are all in Vegas.
     
  17. sinewave

    sinewave Senior Member Premium Member

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    That's exactly how my father's business was run as well. He fedexed checks to his agent who then deposited them in the business' account in Nevada.
     
  18. CyberDilemma

    CyberDilemma Regular Member

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    Like I said, it depends on the state where you are located. For some states merely having sales in that state or having an employee performing services can create nexus. Also, the majority of small-firm accountants are actually ignorant of the laws of many states.
     
  19. ximscreamingx

    ximscreamingx Power Member

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    I agree Cyber, I also spoke with a CPA in Vegas, and not in my home state.
     
  20. Whisker

    Whisker Moderator Staff Member Moderator Premium Member

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    Ok, thanks CD. The thing is a majority of IM business run is virtual so we actually don't conduct business/process sales or have employees in the state we are living in so it's kind of a grey area to whether you are actually subject to the state tax. Setting everything up in the incorporated state would be the best way to go it seems.