Tuesday, November 5, 2013

New California Law



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.

Tuesday, September 24, 2013

New Rule Regarding Solicitation of Investors

Yesterday the Nevada Secretary of State posted a media release regarding new regulations that went into effect regarding public solicitations for investors. The article warns that it could open the floodgate to a wave of securities fraud and that investors should educate themselves of the new rule- Regulation D Rule 506(c) of the Securities Act.

In April 2012 Congress passed the Jumpstart Our Business Startups (JOBS) Act, which changed the way that this rule allows offerings to be sold. According to the article private placement offerings of securities, such as stocks, bonds and other instruments are exempt from SEC registration requirements. Furthermore the state of Nevada does not review them for verification of information or level of risk.

Additionally it states that under this new rule companies are allowed to publicly solicit investors and advertise the sale of securities without registering the offering with either the SEC or any state if certain requirements are met. These investments may be sold via television commercials, newspaper ads, internet sales and cold calls.

“This rule change provides a new solicitation platform that is another avenue for swindlers to scam investors, so I urge investors to perform due diligence and thoroughly check the offerings before investing,” said Secretary Miller.

Previously such offerings were only made known through investment professionals or word of mouth. As a precaution to protect investors from fraud, they should fully understand the following:

• These offerings often involve companies with a limited history.
• There may not have been a regulatory background check of the sellers, managers or officers of the company issuing the investment.
• They often promise higher rates of return- and come with higher risk.
• These securities are generally illiquid, which means you may have a limited ability to get out of the investment and may hold it indefinitely.
• You may be offered less information than a public offering.
• No regulator has confirmed that the risk disclosure or information about the company is adequate.

Regulation D Rule 506 investments, if sold via advertisements or general solicitation, may only be sold to accredited investors. An accredited investor is:

• A natural person must have a net worth , exclusive of your primary residence, of more than $1 million, or
• Have had an income over $200,000 individually, or $300,000 with your spouse, in each of the last tow years, and expect to earn the same amount this year.

For a complete summary of the proposed regulations that went into effect 9/23/13 go to http://www.sec.gov/rules/proposed/2013/33-9416.pdf.

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.

Tuesday, September 10, 2013

Amendments to Articles

Contributed by Deanna Kelly, Office Manager

Before you file an Amendment to the Articles with the Secretary of State you have a couple things to consider:

• You will need signed Special Meeting Minutes and a Resolution in your book reflecting that the Board met and voted in favor of the Amendment.

• If you are changing the name of your corporation you will need to then update your corporate record book. You will need the new name on the book, the stock certificates & corporate seal.

You will also need to notify your bank, vendors and customers of the new name.

• If you are changing the amount or par value of the corporations stock you will need to replace and reissue stock certificates reflecting the current amount of stock/par value.

As always, record keeping is the life of your corporation. Any changes in the corporation need to be documented with a meeting, vote, minutes and a resolution. All need to be signed and placed in your corporate book behind the “Minutes” tab along with all your Annual Minutes in chronological order.

Should you need assistance with filing an Amendment or obtaining replacement stock certificates, etc. give us a call. We'll be happy to help.

Other recommended reading

IRS Audits and Record Keeping
http://elitebookkeepingtaxservices.blogspot.com/2013/05/irs-audits-and-record-keeping.html

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.

Monday, August 19, 2013

Benefit Corporations

In May Nevada Governor Brian Sandoval signed a bill allowing companies to organize as a “Benefit Corporation”. The new law, which goes into effect January 1, 2014, also establishes a process whereby existing companies may restructure as one.

What is a Benefit Corporation?

It is a new class of corporation that is required to create a material positive impact on society and the environment while maintaining a higher level of accountability and transparency.

Unlike a traditional Corporation, they are allowed to consider obligations that have a social or environmental impact alongside profit. However, they are granted immunity from civil lawsuits for not putting profit first.

They are designed to harness the power of private enterprise for public benefit, provide greater transparency and greater protection. The tax requirements are still the same as with traditional corporations.

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.

Thursday, August 1, 2013

Supply Chain: Understanding the Risk Factors



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.

Tuesday, July 16, 2013

Covering Your Assets- Important Formalities

If you have a Corporation, chances are at some point you heard or read information about why you should incorporate your business. The most important reason is to separate your personal assets from your business assets. Corporations are considered a first line of defense. Another reason is the tax benefits. There are numerous deductions available to Corporations that are not available to Sole Proprietorships, for example.

But here’s the thing- if you have not taken the steps to complete certain corporate formalities, your assets are like low hanging fruit just waiting to be picked.

Hopefully your business will never be sued or have to endure an IRS audit. We assure you it is not our intent to frighten you with this post. We simply want to remind you again about these formalities as a preventative measure.

Let’s review a couple of these formalities:

Issuing Stock
- Perhaps you and family members or friends are “said owners” of the business. However, did you prepare the Resolution(s), fill out stock certificates and document it in your corporate records? If not, you could have a serious problem down the line.

Here’s why- if your business is sued and there’s no formal record of having issued stock, you have given the court evidence to rule that it’s not a “valid Corporation”. A valid Corporation would have shareholders. If it’s not valid, how can you argue that a corporate veil exists?

SPECIAL NOTE: Nevada allows you to issue stock for services, property, capital, real estate or anything! It’s up the Directors of the Corporation to decide. Per the Secretary of State “their decision is final”.

Maintaining Corporate Records- Keeping your corporate records updated is a must for preserving the corporate veil. Your corporate records are like the “life story” of actions that were of major business consequence to the Corporation. The Directors and Officers are merely conducting business on behalf of the Corporation and the records should reflect this.

For example, have you taken out a business loan? If so, the Corporation should have held a Special Meeting to discuss taking out the loan. Minutes of the meeting should have been prepared, signed and placed in the Corporate Record Book. This helps prove it was the Corporation and not you personally that decided to take out the loan.

If your business is involved in a lawsuit and you have no corporate records, a court can determine that the Corporation was simply an “Alter Ego” of yourself; that is was not acting like a true Corporation; therefore, the corporate veil may be pierced.

We often hear “It’s a one-man operation. It’s just me so I don’t need a record book”. You still need to keep records even if it’s just you.

IRS Audits and Corporate Record Keeping

According to Sara Zaro, EA with Elite Bookkeeping & Tax Services,
“When the IRS conducts an audit on a Corporation, they will ask for the corporate record book. If you don’t have current records, the IRS can determine that your business is operating as a Sole Proprietorship and change the tax rules. In some cases it has cost the business thousands of dollars.”

You should consider your tax benefits as an asset that also needs to be protected.

Additional Note: While LLC record keeping isn’t quite as stringent, it is recommended that you still maintain similar-type records for anything of major business consequence.

If you have not tended to these formalities, you should do so now. The longer you wait the more challenging it will be to catch up.

We can provide you with a Corporate Record Book and assist with updating your records. Just give us a call and we’ll be happy to help.

Corporation Annual Minutes

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.

Friday, June 14, 2013

Limited Liability Company Classification

If you're thinking about starting an LLC, here's a post by our affiliate office regarding how the IRS classifies limited liability companies.

Elite Bookkeeping & Tax Services: Limited Liability Company Classification: A Limited Liability Company (LLC) is a business structure allowed by state statute. Every state has its own regulations so it’s important to...

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.

Smartsourcing Requires A New Maturity Model



Smartsourcing Requires A New Maturity Model

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.

Thursday, June 13, 2013

Asset Protection and Liability Insurance

When starting and operating a business, asset protection is of the utmost importance. You don’t want to spend years building your business only to be wiped out from a lawsuit.

No matter what type of business entity you’re using, the next level of asset protection should be liability insurance. This is for a couple of reasons. First, liability insurance usually provides competent counsel to defend any lawsuit. With the enormous cost of litigation these days, even if you’re successful at winning, you may lose an exorbitant amount of capital defending yourself.

The other reason is that the face amount of the liability coverage is the first amount paid in the event a judgment is entered against you. However, you need to be sure you read and understand any restrictions and limitations when obtaining your liability policy.

Why Incorporate Your Business
http://www.americancorpenterprises.com/why.html

Other recommended reading regarding your corporate records and asset protection.
http://americancorpenterprises.blogspot.com/2011/12/penny-savedcan-be-fortune-lost.html?spref=bl

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.

Wednesday, March 6, 2013

Avoid Costly Hiring Mistakes


Pinnacle Executive Suites' Blog: Avoid Costly Hiring Mistakes: Contributed by Melissa Marsh of HRinDemand, LLC A bad hire can cost big bucks. Careerbuilder conducted a survey in August/September 2012...

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.

Tuesday, February 26, 2013

Form a Corporation or LLC- Starter Package

See our 20th Anniversary Promotions- available until the end of June!

If you're considering starting a Nevada Corporation or LLC, below is a list of what's included with our Starter Package (our most popular package).

LIMITED TIME OFFER: As part of our 20th Anniversary Promotion we are also offering FREE Bank Account Assistance ($150 value).

• First Year Registered Agent fee
• Nevada name availability search
• Preparation and filing of Articles
• Filing fee for Articles (75,000 shares at no par value for corps.)
• Certified copy of Articles (required by state for our files)
• EIN Instructions
• Corporate Bylaws or 26-pg. LLC Operating Agreement Draft
• Save and Hold Harmless Indemnity Agreement (for your purchase)
• Customized Organizational Minutes
• Customized Officer/Director or Member/Manager Acceptance Forms
• 20 Security Protected Stock Certificates or LLC Membership Certificates
• Instructions for issuing stock
• Initial List/State License form and filing instructions (state fee not included)
• Hand delivery of Initial List/State License form to state (may also be filed online for faster processing by the state)
• Miscellaneous forms and information
• First year Business Address Service/Mail Forwarding. You may then use our address on your bank account, letterhead, business cards, web site, etc. All First Class mail is forwarded on a daily basis for no additional charge. Shipping fees and special handling fees are separate.
FREE Corporate Record Keeping CD - ($99 value) Contains fill-in-the-blank forms for your record keeping needs. May be modified for use with LLC.
• Corporate Kit- Handsome 3 ring binders with inside pockets, section dividers, slip cover and name embossment.
• UPS Shipping fee (domestic)

For a limited time we are also offering:

$50 our new Corporation or LLC package for any state (not valid with Starter Package, Basic Incorporation or Platinum Package).

$300 new Annual Executive Suite Services (may be used with our Platinum Package).


For pricing, other package information or to place an order, visit
http://www.americancorpenterprises.com/order_online.html

Other recommended reading:

What is a Registered Agent?
http://americancorpenterprises.blogspot.com/2012/02/what-is-registered-agent.html

After You Incorporate
http://americancorpenterprises.blogspot.com/2013/02/after-you-incorporate.html


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.

Wednesday, February 20, 2013

Watson Rounds Blog - Nevada Courts Adopt E-Filing | Watson Rounds

Watson Rounds Blog - Nevada Courts Adopt E-Filing | Watson Rounds 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.

Wednesday, February 13, 2013

After You Incorporate

Below are some links to some videos, blog posts and other service providers to assist you with your running your business. We encourage you to call us any time if you have any questions or if you need any additional help.

Videos about obtaining an EIN, Banking, Taxes, etc.
After You Incorporate Videos

Most people incorporate for asset protection. However, nearly 60% of businesses are in jeopardy of having their corporate veil pierced because they don't maintain a record book.
The Importance of Corporate Record Keeping

If you're considering hiring someone as 1099 contract labor rather than W-2 wages, please note that the IRS has very strict rules when it comes to 1099 contracts.
What You Need to Know: 1099 vs. W-2 Wages

Your Corporation can provide you with many benefits. One that is often overlooked is a Medical Reimbursement Plan.
Tax Benefits of a Medical Reimbursement Plan

Obtain a Resale Permit through the Department of Taxation
https://www.nevadatax.nv.gov/web/

Additional service provider links:

Virtual Office Service through Pinnacle Executive Suites
http://www.pinnacleexecutivesuites.com

Elite Bookkeeping & Tax Services
http://www.elitebookkeeping.biz


Other agency links:

Internal Revenue Service http://www.irs.gov

Electronic Federal Tax Payment System (EFTPS) https://www.eftps.gov/eftps/

Nevada Dept. of Employment http://www.nvdetr.org

Nevada Secretary of State http://nvsos.gov

U.S. Social Security Administration http://www.socialsecurity.gov/

Government Services Administration http://www.gsa.gov

U.S. Small Business Administration http://sba.gov

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 You Need to Know: 1099 vs. W-2 Wages

Contributed by Elite Bookkeeping & Tax Services

Whenever a business starts there is always the question of how the people that provide services for the business will be paid. Will those services be performed by employees or will independent contractors be used?

Before the business can determine how to treat payments they need to know and make clear the business relationship. It is important to establish this relationship because an employee has taxes withheld, social security and medicare matched by the employer, unemployment insurance paid, workers compensation insurance paid and often benefits provided. An independent contractor just gets paid. It is a big expense difference.

To determine whether an individual is an employee or and independent contractor, the relationship of the business and worker must be examined. It comes down to does the business have control over what and how a job will be done or do they just control the results of the job. The determination falls into three categories: behavior control, financial control, and type of relationship.

Behavioral Control

Employees are generally subject to instructions about when, where, and how to work. The employer controls when and where the work is performed and what hours the person will be at the job. The person is told what tools and equipment to use, who else can be hired to assist with the work and where to purchase supplies and services. They are told what work is to be performed by a specific individual and what order or sequence to follow. Employees also may be required to receive training by the employer.

Independent Contractors can be hired to do a certain job in a certain place and be completed by a certain time. However, how the job is done is up to the contractor. When the work is performed, what equipment is used, who is hired to assist and where materials and supplies are purchased are up to the Independent Contractor. They also obtain and pay for their own training.

Financial Control

An employee is generally guaranteed a regular wage amount for an hourly, weekly or other period of time, even if the wage or salary is connected with a commission. They may be paid whether work is being performed or not. An employee generally does not have an investment in the company unless there are stock options available. They usually have any expenses they incur for things such as travel, phone, or equipment reimbursed.

An Independent Contractor is not reimbursed for any expenses. They generally have a business of their own or a significant investment in the facilities and equipment used to perform the work. An Independent Contractor is free to offer services to the general public and can take on jobs for other companies or individuals. They generally advertise their services and maintain a home office or visible business location. They generally get hired and paid by the job, usually a flat fee. Although some jobs can be billed hourly. An Independent Contractor can make a profit or loss on the job.

Type of Relationship

An Employee generally signs a employee contract. The employee is generally provided benefits such as insurance, pension plan, vacation and sick pay. Employee's are engaged for an indefinite period of time. They perform activities that are a regular daily part of the business. They fill out an IRS W-4 form that tells the employer how much taxes to withhold. They are not free to do business for other companies and in fact some companies have penalties if they do.

Independent Contractors have job by job contracts or for specific project or periods of time that state they are responsible for their own taxes. They are not provided with any benefits. They fill out an IRS W-9 form telling the IRS that no taxes are required to be withheld.

It is important to determine what kind of relationship from the beginning of your business. If you treat an employee as an independent contractor and you have no reasonable basis for doing so, you may be held liable for employment taxes for that person. Also, if you pay an individual as an Independent Contractor, they do not qualify for unemployment of workers compensation so if they try to collect it, you will want to be ready to verify they are not an employee.

For assistance with bookkeeping or tax services, contact Elite Bookkeeping directly at (800) 416-3820. Visit their web site at http:www.elitebookkeeping.biz

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.