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.

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.

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 is a Registered Agent?

A registered agent is a person or company designated to receive legal documents being served upon businesses such as Corporations, LLCs, Limited Partnerships, etc., that are registered with the Secretary of State.

The registered agent must reside in the state where the Articles are being filed and must have a physical address located in the state. In most states the registered agent must be available for service of process during regular business hours of Monday through Friday from 8 a.m. to 5 p.m. (except holidays and unforeseen emergencies).

Any entity registering with the state is required by law to appoint a registered agent. Failure to properly maintain a registered agent generally will cause a jurisdiction to revoke a business entity’s legal status as well as in some cases, assess additional noncompliance fees on the entity.

As mentioned in a previous post it is important that you keep your contact information up to date so that you can be immediately notified in the event of service of process and also so that renewal notices and IRS notices will get to you in a timely fashion.

With our registered agent service we forward any official mail from the IRS and state of Nevada. We will also hand deliver your Articles at no additional charge as well as Initial and Annual Lists (state fees not included).

We go above and beyond to notify you when your documents are due with the state to help save you late fees and to keep your entity in good standing. We also offer additional services such as Mail Forwarding, Banking Assistance, Executive Office Services, etc. to help support your business.

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 LLC Benefits

There are many benefits of forming a Nevada LLC. Many entrepreneurs and business owners consider using this type of LLC instead of many other state LLC options. Once you learn more about the advantages, you may find that forming a Nevada LLC would be in the best financial interest of your business.

Privacy

For many business owners, privacy is a very big deal. With a Nevada LLC, this is not something that you have to worry about. When compared to other states, Nevada is much better at protecting the identity and maintaining the privacy of LLC owners. In short, this means that your name, address and industry type are not going to be made public record.

No State Tax

In the state of Nevada you can choose to have your company taxed as a partnership, as opposed to a corporation. In turn, this allows you to save a lot of money on taxes. In addition to the ability to avoid state tax, as a member of a Nevada LLC you will not have to pay self-employment tax. When compared to other states, Nevada is well ahead of the game in terms of benefiting the company. Many states have very high tax rates and cannot compare. There is also no tax for the following:

•corporate tax

•personal income tax

•franchise tax on income

•gift tax

•inheritance tax

•unitary tax

•admissions tax

Protect your Assets

Just like most states, when you form a Nevada LLC you are keeping your personal and business assets separate from one another. Creditors are unable to come after your personal assets, should something go wrong with your business.

Also, a Nevada LLC can be formed with a single member – there is no need for multiple partners. For an entrepreneur looking to get started on their own, while taking advantage of the many other benefits, this is a big benefit.

Low Minimum Requirements

Some states require that LLCs meet many standards and requirements. This is not the case with Nevada. One of the most important requirements to be aware of is that you do not have to live or do business in Nevada in order to open an LLC within the state. In addition, you have the ability to file all the proper paperwork by phone, fax or email. The process is very easy.

You may need some assistance when it comes to filing the proper documents, but the ability to open an Nevada LLC from other parts of the world is quite possibly the biggest benefit. Finally, Nevada does not have any cash restrictions that you are required to follow. For example, stock can be issued for services, property, or cash, all at the discretion of the LLC.

Establishing your LLC in Nevada will give you the chance to take advantage of the many benefits the state offers. It is important to consult with an attorney or financial planner to be sure that your documents are in order. However, it is a simple process to go through.
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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.

Small Business and Self-Employed Tax Center - from IRS.GOV

A-Z Index for Business:


Find it Fast! Know what you're looking for and want to find it fast? Select business topics using our A-Z listing, or by business type such as sole proprietor, corporation, etc. We also provide links to major business subjects, such as Business Expenses, which provides a gateway to all related information on that subject.
 
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 for Nevada Corporations

The right of a judgment creditor to collect against the assets of a judgment debtor varies depending upon the nature of the assets. Some asset types – primarily liquid assets - can be directly attached, while other asset types have limitations on attachment by the judgment creditor. Assets that cannot generally be directly taken by a judgment creditor usually provide for other recourse, such as potential foreclosure and forced sale of assets, or the imposition of a “charging order” against future income of assets.

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.

Start Your Own Corporation

Should your small business become a corporation? This is a question you need to ask during the start-up and evolution of your company. Learn what you need to know about incorporating your small business.

Bill's years of hard work had finally paid off. Bill's company, a sole proprietorship computer business was earning solid profits and had built a large client base. Bill thought he had it made, until a part-time employee had "an accident" that wiped out a customer's computer system.

In a matter of months, Bill's dream business came tumbling down. Slapped with a lawsuit, the sole proprietor lost all his assets, savings, house, and marriage. If Bill had his company incorporated, his business and personal life would have been separated and had an additional layer of protection.

Incorporation reduces disasters. According to BizStats.com, only 22% of all the small businesses in America are a limited liability corporation, S corporation, or C corporation. Over 72% of businesses are solely operated and exposed to liability risk.

The decision to start your own corporation will vary, depending on the needs of the business and yourself. Consider the following benefits of incorporation:

Benefits of Starting Your Own Corporation:

Liability: A corporation exists as a separate legal entity from your personal life. Any debts or lawsuits are incurred by the company, not the owner. Any business with potential for lawsuits should consult with a lawyer and consider incorporation. Incorporating will offer an added layer of protection but it is still adviseable to obtain business liability insurance.

The bad debts will often be the responsibility of the corporation. In the case of bank financing, more and more banks require business owners to sign a personal guarantee; making your personal assets collectible on a defaulted loan. Consider your options before signing.

Taxation: Another main benefit to incorporating is the taxation of a company. Corporations are often taxed at a lower rate and have better taxable benefits. Talk to your accountant about the tax advantages.

Raising Money: Financing a small business as a sole proprietorship or partnership can be difficult. A corporation can sell shares of the company and raise money easier than other business structure types.

Selling the Business: A non-corporate business is hard to valuate properly. A business corporation value will be based on the business, not the owner, therefore making it easy to sell the company.

Contact American Corporate Enterprises today to form your 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.

Do We Need a Partnership Agreement?

Starting out on a new business venture with others you know and trust is normally about planning all things you will do to make your business a success. It will very likely involve a range of issues focussing on finances, how to promote and sell the product or service and providing excellent service.

However, for most business ventures there will come a time when relying on 'what was said during the early days' is not going to work out. So what happens if things are going wrong in the business or someone wants to leave and sell their share of the business? How will you deal with it if you are having a problem agreeing between yourselves?

In the absence of a Partnership Agreement ("PA") The Partnership Act 1890 provides the legal rules that govern a partnership. Importantly, it provides that all partners are entitled to share the profits equally no matter how much money, capital, effort or skill they have put into the business and any partner can bring end the partnership by simply giving notice to all the other partners. Also, if one of the partners dies the partnership is automatically dissolved.

With a Partnership Agreement in place there is an agreed written structure for your business, which can spell out each partner's responsibilities, rights, profit/liability sharing, how to go about entering and leaving the business and also the terms on which disputes are resolved.

Typically they cover the duties and responsibilities of each partner, the management of the business, salaries, allocation of profits, borrowings and reimbursement, non-competition, powers of attorney, admission of new partners, leaving or retiring from the partnership, termination and the dispute resolution arrangements.

Having a Partnership Agreement is definitely not to be seen as a negative thing like planning how you divorce while getting engaged. It is a practical and entirely prudent way of ensuring that the business has proper foundations to deal with a range of fundamental issues that will very likely come up at some time or other.

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.

SBA on You Tube

Here's a helpful link to the SBA's You Tube Channel.   (Small Business Administration)

GO NOW

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.