Nominee Officer

An effective way of maintaining your privacy with a Nevada Corporation or LLC is by utilizing a Nominee Officer. The Officers and directors of the corporation (Managers or Members in the case of an LLC) are a matter of public record. The Nominee Officer takes your place as the name that goes on the public record as the officer of your company. This will keep your name out of the public record and in many cases can keep potential lawsuits away from your company and/or you.

No Resident Agent

If your Nevada Resident Agent dies, resigns or is otherwise removed then according to NRS 78.097 your Nevada company has 30 days in which to find a new Resident Agent and file the Resident Agent acceptance form with the State. If this is not done within 30 days then the Nevada Corporation, LLC, LP etc will be deemed in default and subject to a $75.00 late fee penalty. If this situation ever occurs to you please give us a call 775-577-4822 and we will help you remedy the situation so that you hopefully do not go into default.

Significant Business Presence Rules

There are rules that a court uses to determine whether or not a corporation has a presence in the state in which it is domiciled. They are called the "Significant Business Presence Rules". They are as follows:

1. The corporation must maintain a corporate business address in the state. In reference to this subject the American Bar Association, in its revision of THE MODEL BUSINESS CORPORATION ACT, ANNOTATED, Section 202(a)(3) stated: "A mailing address consisting of only a post office address is not sufficient"
2. The corporation must also maintain both an active telephone number and fax line at the business address and not in your home state. The telephone number should be listed with directory assistance.
3. The Corporation must have an EIN issued by the IRS identifying it as a Nevada Corporation or LLC. IF it has an identifying code from another state, the IRS will notify that state each year so that the state can collect those taxes. Remember, there is no state tax in Nevada. AND it is the official policy of the State of Nevada to NOT share information with the IRS.

1 corporation for many things?

Everyone has a different idea of how much is okay to keep in a single Corporation or LLC. I have heard so many different ideas. The following are some that I have heard:
1. I have Corporate protection it's okay to keep everything in a single company
2. If the equity or value gets up to $500,000 I need a new company
3. 2 properties in 1 Corporation or LLC
4. Keep everything separate

Their are many more and I am sure if you have been studying or practicing asset protection for very long you will have heard many more. Their is no right or wrong reason...it all depends upon what you feel secure and safe and can afford. If you feel okay with 4 properties in 1 Corporation or LLC then that is up to you. My general rule of thumb is to never keep more then what I what I can afford or am willing to lose.

Today 1 out 3 people will be sued. That is a scary fact. Is the additional $125.00 State filing fee and the Resident Agent fee (ours is $80.00) per year worth each of your assets separate? You hope that you wont be sued but the more you accumulate the more people start looking at you like a target.

If you think that you might need to separate things out and ensure they are protected more please give us a call for a free consultation. 775-577-4822

Personal Service Corporations

Certain C-Corporations are classified by the IRS as Personal Service Corporations . To become classified as such the IRS has a couple of rules to look at:
1. At least 95% of the employees time is spent in a certain field. IE: Doctor, Lawyer, nurses, dentists, actors, consultants
2. 95% of the stock is held by the employees performing the services, retired employees or their heirs.

If classified as a Personal Service Corporation then IRS automatically sets your tax rate at 35% from dollar one. This means you have lost your graduated scale that starts at 15%. The shareholders are then again taxed at their current rate when dividends are declared.

Another disadvantage to the Personal service Corporation is that you can only have accumulated earnings up to $150,000 instead of the normal $250,000.

Name Reservation

The state does allow you to reserve a name for a Nevada LLC, Corporation, Limited Partnership etc. The cost for doing this $25.00 if submitted on paper. If you would like to reserve the name online you may do at a cost of $50.00. This can be done right through the Nevada Sec. of State's website and you will receive confirmation of the reservation in a matter of minutes. If you would like us to reserve the name for you then please add $25.00 to the cost.

The name reservation is good for 90 days. If you do reserve the name then the name reservation paperwork needs to be included when you file the Articles or the State will reject your filing. If you decide to proceed with the name but are using someone as you Nominee Officer (or someone different then the person who reserved the name) you will need to fill out and submit a name release form.

If you are going to be filing your Articles of Incorporation/Organization in the next couple of days we recommend against obtaining a name reservation. It just adds more paperwork to your incorporation papers and increases the chances of something being wrong. Usually if the name is available today it will be available in 1-2 weeks when the State process's your Articles.
The times when I would think about reserving a name choice are:
1. The name choice is popular and just became available
2. You are not sure if you are/are not going to form the company
3. You really want to ensure that you have that name

1244 Stock

Why would you want your company or any other company you may invest in to treat the company stock as "Section 1244 stock"? If you establish your stock as 1244 stock in your Corporation then if things do go wrong and your company suffers a financial set-back you will be allowed to deduct up to $50,000 in a single year ($100,000 for joint filers) against your ordinary income. This applies to all the classes of stock that a company may have (common, preferred, restricted etc.)

This is different then the normal deduction that you are allowed on a loss on stock for your tax return. Normally you are only allowed to deduct the loss against you capital gains and up to $3,000 against your ordinary income in a year. As you can see this could be very advantageous when filing your tax return.

To qualify as 1244 stock you must meet the following criteria:
1. You have to invested cash for the stock. You cannot trade property, stocks, securities etc.
2. The corporation can not receive over $1,000,000 in contributions or paid in capital
3. The corporation has to receive over 1/2 of its income from sources other then; royalties, annuities, sales or exchanges of securities, interest rents or dividends

Stock Ledger Statement

The Stock Ledger Statement is a statement made by the company that tells the name and address of the person who has the Stock Ledger.

What is the Stock ledger? The Stock ledger is the official record of who owns what shares and when they were obtained. Until a person is recorded in the Stock Ledger they have are considered to have no shares and thus no voting rights or dividends. The information that is recorded in the Stock Ledger is as follows:

1. Name and address of the stockholder
2. Date and time they became a shareholder
3. Number # of shares and types
4. Amount they paid for the stock
5. Certificate number
6. If applicable--who they obtained it from

Many states require that a copy of this ledger be kept with the Resident Agent. Nevada requires that a Stock Ledger Statement telling who and where the ledger is kept be kept at the Resident Agent's office.

The advantage to this is that if the Resident Agent is subpoenaed they will show the Ledger Statement instead of a copy of the actual ledger (and thus show who owns stock). The person will then need to obtain a new subpoena to obtain a copy of the actual ledger in whatever jurisdiction that the Ledger is located. Meanwhile the ledger can be moved and a new statement sent to the Resident Agent. At this point the person trying to obtain the information will need to start all over trying to find out where the Ledger is kept. You can only imagine how frustrating this can be to the person trying to find out information regarding your company!

Articles of Incorporation

The Nevada Articles of Incorporation must include the following 7 Articles to be filed with the Nevada Secretary of State. These 7 Articles on are on the State's fill in Articles of Incorporation which is required to be filed. You can attach additional pages to the State's Articles but they will not accept any filing that does not have their form attached.

1. Name of the Corporation: This name must be different then any other company formed in Nevada. This includes LLC, LP's, GP's etc. It does not need to include an ending although it is recommended that you do include an Incorporated, Corporation, Limited, Company or and variation thereof. If you use the name of an individual then you must include an ending to the company name; ie John Smith, Inc.

2. Resident Agent Name and Street Address: If using our company then that would be as follows: Silver Shield Services, Inc. 2840 Hwy 95Alt S #7 Silver Springs, NV 89429

3. Shares: The state form allows you to determine the number of shares and the par value or no par value of these shares on their form. If you desire to have different classes of stock or preferences or rights then what is indicated on the state form you will need to attach additional pages and explain the stock in detail.

4. Names & Address of the Board of Director's/Trustees: The people listed on the Articles will determine who is on the First Director's Board. This person or persons will control the company from the beginning. It is usually best to use our address for the Director's address to prevent others from finding out where you are located.

5. Purpose: You may list any purpose that you would like. Although if you list a specific purpose then you are only authorized to do what you specified. If you range outside of this you will need to amend your articles or face fines or possibly no corporate protection. For this reason most people us the following term "To engage in any lawful activity". This will cover you for anything that you may want to do.

6. Name, Address and Signature of Incorporator: This is the person who filled out the paperwork for the State. These people have absolutely no control over the company.

7. Certificate of Acceptance of Appointment of Resident Agent: This where the Resident Agent must sign accepting the responsibility of being the company's Resident Agent.

If you prefer not to prepare your own Articles we do offer to fill out the Articles for you for a nominal fee.

Why do you need a Resident Agent?

What is a Resident Agent and why does Nevada require that you have a Resident Agent? Every corporation, LLC, company etc must have a resident agent who resides or is located in this State. Every resident agent must have a street address for the service of process, and may have a separate mailing address such as a post office box, which may be different from the street address. The street address of the resident agent is the registered office of the corporation in this State.A Resident Agent is any person or company that resides or has an office in the State.

The primary reason for a Resident Agent is for the process of service on your behalf. By serving the Resident Agent the Corporation/LLC etc. are deemed to be served. They do this so that they do not need to go all over the world trying to serve companies.

The Nevada Revised Statues determine that all legal process and any demand or notice authorized by law to be served upon a corporation, llc, company etc. may be served upon the resident agent of the company in the manner provided by law. If any demand, notice or legal process, other than a summons and complaint, cannot be served upon the resident agent, it may be served in the manner provided by law. These manners and modes of service are in addition to any other service authorized by law.

To be served on your behalf the Resident Agent must be available. Many of the companies/individuals who offer Resident Agent service do so because they think that it is easy money and they can do this while still working at their current jobs and going on vacation with their families. If they are gone how can they receive service for you? Of course, since they are doing this part time they can offer you what you think is a much better deal for Resident Agent service. But is it really a better deal if they can't be served and your service ends up being published in a newspaper that you never see?

Of course we hope that you will never be served but if you are (and 1 out of 3 people will be dues) was it worth the few dollars you saved by not going with a company that does this professionally and full time. Our Resident Agent service is $80.00/yr and is probably right about the middle of the road when compared to our competitors. We are here full time 9:00 am to 5:00 pm Monday through Friday excluding Holidays. We are available for service and will notify you immediately if we are served on your behalf. At that time you can give us instructions to fax, email, mail, or overnight the service so that you can get to work on it immediately.

Change of Resident Agent

Changing your Resident Agent to Silver Shield Services, Inc. is a fairly simple matter. The State requires that a Change of Resident Agent form be filled and submitted to the State. The cost to file this form is $60.00 and Silver Shield Services, Inc. will pay 1/2 of that fee ($30.00).

There are 3 ways that the Change of Resident Agent can be completed:
1. Call or email Silver Shield Services, Inc. and we will prepare all of the paperwork and email or fax it to you for signatures. The email address is staff@shieldcorp.net please include the name of the corporation or LLC that you would like to move over to us. We will also need your contact information ie name, phone, email address include in the request email.

2. You can prepare the paperwork yourself and send it to us along with the appropriate fees.
The form is located at: Change of Resident Agent form This form is simple to fill out and requires the following information:

1. Name of Company being changed
2. File number of Company being changed
3. Name and address of old Resident Agent
4. Name and address of new Resident Agent

The new Resident Agent address should be as follows:
Silver Shield Services, Inc.
2840 Hwy 95Alt S #7
Silver Springs, NV 89429

Once the form is completed please mail it to Silver Shield Services, Inc. along with the appropriate fees. Once we receive it we will sign accepting as the Resident Agent and submit the form to the State for filing.

3. The 3rd and final way to change the Resident Agent is to include it on an Amendment to The Articles. If you are already planning on Amending your Articles of Incorporation you can include the Change of Resident Agent as part of the Amendment and save the Change of resident Agent fee ($60.00). The Amendment costs $175.00 so you only want to go this route if you need to change other items on your Articles of Incorporation.


The above steps did not include any of the other fees (ie: List of Officers fiing fees, reinstatment fees, Resident Agent fees ect). To determine those fees or if you have any questions or need help with any of the steps involved with changing you Resident Agent to Silver Shield Services, Inc. please email staff@shieldcorp.net or call 775-577-4822.

We look foward to working with you,