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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.

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.

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.

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.

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.

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.

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.