All about Limited Partnerships

This particular entity has basically the same attributes as a General Partnership except for one very important distinction:

It has Limited Partners who usually do not have liability for business management responsibilities.

Those responsibilities generally fall on the General Partner of the Limited Partnership. The responsibilities and functions are usually outlined in a partnership agreement. However, the Limited Partner does not have total limited liability. They are subject to liability in the amount that they have invested in the Limited Partnership.

One Common Mistake:

Limited Partnerships have been a popular use as an asset protection device. One of the most common mistakes made is having a person as the General Partner. They are then held totally liable, whereas, if a properly structured corporation were used as the General Partner, they have the additional liability protection offered through the corporation. This can as well offer additional privacy if Nominee Officers are used for the corporation.

Some of the additional advantages of using a Limited Partnership are:

• It has been a useful tool for estate planning (Family Limited Partnerships)
• Has just one level of taxation
• The interests of the Limited Partner are not easily attachable by creditors and rarely can be seized or subject to a forced sale

Some of the disadvantages are:

• Can be very complicated and expensive to form and properly maintain
• General Partners have unlimited liability (this can be reduced of properly structured)Not impenetrable- in certain circumstances protection can be lost
• If the partnership agreement is not done properly, it may be less effective

The Limited Partnership can be a great tool if done properly. For Florida residents with investment accounts, it has been an excellent tool for eliminating the Intangibles Tax.

Too often people enter into casual partnerships without taking liability into consideration.

For example, if you have a “partner” involved in a business venture with you and either they or one of their employees cause an accident that brings about a lawsuit, your assets could be at risk.

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com.At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Primary Advantages of S Corporations

The primary advantages S corporations have over regular corporations are tax-related. Owners of S corporations are not subjected to the double taxation all C corporations face. Profits can be passed through the owners' individual income tax, while the corporation itself is not taxed.

The main advantages corporations have over sole propriety businesses are their limited personal liability. S corporations can have this same protection but not subject themselves to corporate taxation.

Being able to easily raise funds is also another advantage corporations have over sole proprietorships. However, since a corporation is considered its own entity, the profits of a corporation are taxed, and the shareholders are taxed again for the same income. In an S corporation, shareholders directly file the income as individual income, while the corporation itself is not taxed.

Another advantage S corporations have is they can declare interest paid for S corporation stocks as an investment interest expense. S corporations are subject to similar rules as those with a sole proprietorship or partnership type of business. Since money obtained from S corporations are not considered wages, they are not subject to self-employment tax.

When starting a business, it may be undesirable to offer fringe benefits to employees, because it may not be affordable. S corporations are given favorable treatment over non-corporations due to their ability to deduct expenses such as this from their taxes. While sole proprietorships can only deduct 30% of benefits, such as medical insurance, S corporations are allowed to deduct 100% of the cost.

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com.At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Why Executive Suites and Virtual Suites Help Your Business!

As a web developer and designer, I often come across many different requests from my clients to provide slide shows, information via the web that will help showcase the main points a business has to offer. I created this virtual tour to show how an executive suite or virtual suite may benefit you in either getting started with your LLC or Corporation or in venturing out from your home office to develop a more sophisticated office presence. I hope you find this tour of Pinnacle Executive Suites useful! Here is the link: http://www.sitenoticed.com/Pinnacle-opening.html

by Site Noticed, Inc. June 25, 2010

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Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com.At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Put Local Businesses First

Bidding Preferences Make Sense for Nevada
by by Lyle E. Brennan

Here's an interesting article. Read carefully.

http://www.nevadabusiness.com/issue/0610/22/2243

Why you should use an Executive Suite

Your Nevada Corporation can provide you with tremendous state tax saving benefits as well as protecting your assets, medical reimbursement plans, retirement plans, travel, etc. when correctly structured. The importance of our Executive Office Services is so that you can show beyond any doubt that your corporation is established here- something you should seriously consider. It is your proof of a Nevada presence.

•An office address- you may use this address for letterhead, advertising, etc.
•Mail service- your corporate mail will be received and forwarded on a daily basis for up to 100 pieces per quarter. Includes postage costs for regular mail. (Parcels and special shipping paid separately)
•Telephone service- your corporation will be assigned it’s own phone number which you may advertise. Our staff will answer your phone (between the hours of 8-5 PST) according to your instructions and relay messages to you. The cost for the telephone line is included.
•A listing with the local directory and directory assistance.
•1 Free unit of 24-hour voice mail included -$199 value!!
•Fax service with a number, which you may advertise for the corporation. Incoming faxes forwarded to you.
Just compare what it would cost you to rent an office, pay for phone, internet and a full time receptionist- probably over $2000 a month! This is a great alternative to help get your business started while protecting the benefits that a Nevada Corporation offers.

THIS SERVICE IS CONTRACTED WITH PINNACLE EXECUTIVE SUITES http://www.pinnacleexecutivesuites.com/. IT IS INCLUDED WITH THE PLATINUM PACKAGE.


Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

What is Asset Protection?

Asset protection is the process by which one takes steps to prevent the risk of their personal and/or professional assets being accessed and seized by creditors and/or claimants. Assets include bank accounts, investments, real estate and more. The process is used everyone from the working class to billionaires. Naturally, the more assets one has, the more concerned they are with protecting their assets.

Asset protection is a fundamental step taken by professionals and entrepreneurs. They are at high risk of being professionally sued, thus their professional as well as personal assets are at risk of being seized in a judgment.

How does one protect their assets? There are several avenues one may use for asset protection. The “poor man’s” asset protection involves transferring personal accounts
and assets into a trusted family member or friend’s name before a lawsuit is filed. This is usually done for short-term assets that will be depleted in a short period of time.

More sophisticated forms of asset protection are available in two forms. They are domestic and offshore asset protection. Domestic asset protection for business owners includes setting up corporations. Corporations separate your business liabilities from your personal assets. If one is sued their personal property is protected, only their business assets may be seized.

There are several types of corporations, but the most protective is a Nevada corporation. The most important thing to know about being sued is that the plaintiff’s lawyer will do an asset search on you. They will first turn to tax records to see what you own and pay taxes on.

Many business owners set up a Nevada corporation because Nevada is a tax-free state. There is no personal, franchise, corporate, stock, estate, gift, inventory or inheritance tax. Thus Nevada does not report any income (asset) to the Internal Revenue Service. Also Nevada protects business owners from personal liability against acts committed by their corporation.

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Nevada State Corporation - The #1 Reason to Incorporate in Nevada

It's Extremely Difficult for Anyone to Pierce Your Nevada State Corporate Veil.

First, what exactly does "piercing the corporate veil" mean? When you form a corporation, whether it's in Nevada, California, Texas or wherever, you must follow certain corporate formalities. Remember, a Nevada state corporation can do everything you can do except act or think, so it does those things through your board of directors, officers and shareholders.

If your corporation does not keep accurate records of meetings by minutes, and if the corporation commingles funds, it makes it easier for someone to pierce your corporate veil if the corporation is involved in a lawsuit.

The burden of proof for all three "general requirements" is on the plaintiff who is seeking to pierce the veil, and a failure to prove any of the three will result in your veil not being pierced! Essentially, Nevada says that unless they can prove fraud, your corporate veil will not be pierced. Now that's awesome protection!

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Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775) 884-9380 today.

Choosing between C-Corporations and S-Corporations

The Initial Decision


In the beginning stages of a Corporation's life, the difference between a C-Corporation structure and an S-Corporation structure should have little significance to the owner. Every Corporation filed with any U.S. state starts out as a General Corporation. There is therefore is no distinction between the Articles of Incorporation for a C-Corporation versus the Articles for an S-Corporation.
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Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Charging Order Protection

This post by Drinkwater Law Offices

Posted in Legal, Liability Protection

By: Kerry Kolvet, Esq.

The protection of assets is generally one of the biggest reasons to form a legal entity. Specifically, the protection of business assets from an owner’s personal liabilities is critical to a business’ continuing success. In many states, a personal creditor may charge a stockholder’s stock with payment of a judgment. Such a remedy could result in the forced liquidation of a viable business to satisfy an owner’s personal debt to the detriment of other owners.

In Nevada, charging order protection is extended to partnerships, limited liability companies and, more recently, corporations. What this means is that a personal creditor’s only remedy against an owner’s stock is a charging order and, as a result, that creditor must wait for distributions from that entity to satisfy any judgment. The creditor cannot force distributions from the entity, nor can the creditor exercise any control over the entity, thereby allowing the business to continue operations despite the creditor’s claim.

LLCs and Partnerships

Nevada has long recognized charging order protection for limited liability companies and partnerships, but most states have not extended that protection to corporations. As stated above, this protection prevents a creditor from foreclosing on the ownership interest and from the forced sale of assets to satisfy the judgment.

Corporations

Nevada was the first state to provide charging order protection to certain corporations under NRS 78.746. This provision provides the exclusive remedy available to a judgment creditor related to a stockholder’s stock. The judgment creditor is only provided the rights of an assignee of the stock and has no rights to management or control of the corporation, provided that the corporation meets the following requirements:

(a) Has more than one but fewer than 75 stockholders of record, at any time;

(b) Is not a subsidiary of a publicly traded corporation; and

(c) Is not a professional corporation

These restrictions closely mirror the IRS limitations for s-corporations and include most small businesses.

Conclusion

The expansion of these rights to certain corporations helps further Nevada’s business friendly reputation. However, it is unclear when and if other states will follow suit with similar legislation which leaves the answer unclear as to whether this law will be respected outside of Nevada.  © 2009 Drinkwater Law Offices

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Order Forms

View our order forms to start incorporating and/or forming an LLC HERE!

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Charging Orders, State Exemptions and Other Related Laws

From Nevada Lawyer Magazine - Nevada State Bar:

In addition to trust laws, Nevada has many laws not directly aimed at trusts which not only facilitate holistic estate and asset protection planning, but bolster overall trust-settling opportunities. For example, Nevada law provides for certain chargingorder- protected entities such as the limited partnership (LP), limited-liability company (LLC), and closely-held corporation. Nevada law protects the owners of such state-recognized entities from all forms of judicial remedies except that of the charging order.

READ FULL ARTICLE HERE

David M. Grant and Jeremy K. Cooper are estate planning attorneys at Jeffrey Burr, Ltd. in Las Vegas. They gratefully acknowledge the valuable insights and comments provided by Layne T. Rushforth, Esq. and J. Douglas Clark, Esq. in preparing this article.


Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Video regarding S Corporations

Here's a video discussing the benefits of an Corporation. 
http://www.youtube.com/watch?v=Fi4csSa3ylU&feature=related


Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

Why Nevada?

Each year close to 40,000 individuals and companies incorporate in Nevada, which has established itself as the one of the best jurisdictions to incorporate. Following are many reasons why you should incorporate in Nevada.

• NO STATE INCOME TAX
• NEVADA IS NOW THE ONLY STATE IN THE U.S. THAT HAS A CHARGING ORDER PROVISION FOR CLOSELY HELD CORPORATIONS. THIS MEANS MORE PROTECTION FOR THE SHAREHOLDERS.
• CORPORATE OFFICERS AND DIRECTORS CAN BE PROTECTED FROM PERSONAL LIABILITY FOR LAWFUL ACTS OF THE CORPORATION
• ONE PERSON CAN RUN THE CORPORATION
• THE STOCKHOLDERS ARE NOT A MATTER OF PUBLIC RECORD
• NO FRANCHISE TAX
• NO PERSONAL OR CORPORATE TAX
• NO TAX ON CORPORATE SHARES
• THERE IS ESTABLISHED CASE LAW THAT PREVENTS EASY PIERCING OF THE CORPORATE VEIL
• OFFICERS, DIRECTORS AND STOCKHOLDERS DON’T NEED TO LIVE IN NEVADA. NOR DO THEY HAVE TO BE U.S. CITIZENS
• ONLY THE NAMES OF THE OFFICERS, DIRECTORS AND REGISTERED AGENT ARE A MATTER OF PUBLIC RECORD
• THERE ARE MINIMAL REPORTING AND DISCLOSURE REQUIREMENTS
• NO MINIMUM CAPITAL REQUIREMENT TO START CORPORATION
• NEVADA CORPORATIONS MAY ISSUE STOCK FOR SERVICES, PERSONAL PROPERTY, REAL ESTATE OR CAPITAL, WHICH MAY BE DETERMINED ONLY BY THE BOARD OF DIRECTORS
• NOMINAL ANNUAL FEES

With these benefits it is no wonder that properly structured Nevada Corporations are utilized by thousands of large companies and savvy entrepreneurs.

There is no other state that compares when it comes to protection and privacy.

Find out more about American Corporate Enterprises by visiting our website at http://www.americancorpenterprises.com. At American Corporate Enterprises, Inc., we have the expertise to handle all your incorporation needs! Contact us Toll free (888) 274-1130 or (775)884-9380 today.

The Business Plan: Not Just a Blueprint

Business planning is a vital component of starting and growing a successful enterprise. Many different templates and variations of business plans exist, so you must choose the right one for your purpose and your enterprise.

Who is the intended audience?

Some business plans are designed for internal audiences (owners, employees, Boards of Directors or Advisors, and senior management) for an existing organization for the purposes of implementing a growth strategy and may be referred to as a strategic plan. It can also serve as a guide solely for the owner of a new business to help clarify their vision and goals.

A business plan could also be for external audiences (investors, clients, suppliers, new hires, bankers and other lenders such as government) for the purposes of attracting financing, talent or suppliers for a new or existing business. A document for this audience may initially take the form of a condensed version of the larger business plan, especially for attracting funding. This version is known as the business opportunity document or business funding proposal and is typically followed by the business plan itself. Obtaining financing is a significant issue for many businesses and this tool can be an enormous advantage when approaching investors or lenders.

What goes in the business plan?

The business plan is a comprehensive document that is created to describe the future of the venture, consisting of:

* executive summary
* company history and background
* clear description of the business concept and value proposition
* marketing analysis including competitive analysis and market development plan
* production and operations assessment and development plan
* financial assessment and projections
* management and human resources assessment and plan
* implementation plan
* identification of resources
* proposed deal structure for investors (if appropriate)
* survival strategy describing inherent risks and mitigation strategies
* growth strategy
* exit strategy
* appendices

Some of these may be longer or shorter, or even optional, depending on the format and the intended audience.

The reader should be able to clearly understand what the value proposition is, why the business will succeed and how it is going to achieve this success. If the plan is being pitched to investors, the investor should understand as soon as possible what the proposed deal structure is and what the return will be. To do this you must support any claims and assumptions about what the business will do with realistic research.