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About the Author 5 CHAPTER 1: RESOURCES- WHAT THIS BOOK CAN OFFER YOU 6 CHAPTER 2: AN OVERVIEW OF BUSINESS ORGANIZATIONS 8 The Sole Proprietorship 9 The Partnership 14 The Limited Liability Company (LLC) 21 Corporations 27 Business Form Comparison 28 CHAPTER 3: THE NEVADA ADVANTAGE 30 Advantages of Nevada Incorporation or LLC Formation 31 Disadvantages of Nevada Incorporation and LLC Formation 41 CHAPTER 4: INFORMATION FOR ALL BUSINESSES 43 Local Taxes, Local Licenses 43 Partnership/LLC Taxation 45 Corporate Taxation 46 Business Entity Terminology 48 Forbidden Business Purposes 49 CHAPTER 5: THE FEATURES OF CORPORATIONS 50 How Corporations Are Formed 50 How Corporations Are Managed 50 Special Types of Corporations 52 CHAPTER 6: THE 14 STEPS TO NEVADA INCORPORATION 59 The People Involved 59 Step 1: Should You Incorporate in Nevada? 63 Step 2: Select Your Corporate Name 64 Step 3: Select the Type of Corporation 68 Step 4: Select the Registered Agent 68 Step 5: Should You Incorporate Yourself or Hire an Attorney? 71 Step 6: Determine the Stock Structure 74 Step 7: Select Your Corporation's Directors 82 Step 8: Draft and File the Articles of Incorporation 86 Step 9: Order Your Corporate Kit and Seal 94 Step 10: Prepare and Approve Your Corporation's Bylaws 96 Step 11: The Director's Organizational Meeting 100 Step 12: Obtain Your Corporation's Federal Tax Identification Number 102 Step 13: File the Initial List of Officers, Directors, and Resident Agent 104 Step 14: Observe Formalities and Maintain Good Standing 105 CHAPTER 7: SHAREHOLDERS' AGREEMENTS 140 Types of Shareholder Agreements 141 Voting Trust Agreements 157 Voting Agreements or Pooling Agreements 162 CHAPTER 8: OPERATING YOUR CORPORATION 189 Protecting Yourself from Liability 189 Qualifying as a Foreign Corporation in Your State of Operation 189 How Do You Sign Corporate Documents? 191 Letterhead and Business Cards 192 Employment Agreements and Personnel Policy Manuals 193 Filing Nevada's Annual Report 194 Corporate Formalities 195 Corporate Stock 201 Maintaining the Share Ledger and Transferring Shares 205 Amending Articles of Incorporation and Bylaws 206 Ending the Life of Your Corporation: Dissolution 207 CHAPTER 9: THE 11 STEPS TO ORGANIZING A NEVADA LLC 234 How LLCs Are Managed 234 The People Involved 235 Step 1: Should You Organize in Nevada? 239 Step 2: Select Your Limited Liability Company Name 242 Step 3: Select the Registered Agent 244 Step 4: Should You Organize Yourself or Hire an Attorney? 246 Step 5: Determine the LLC Ownership Structure 250 Step 6: Define the Management Structure and Choose Managers 253 Step 7: Draft and File the Articles of Organization 256 Step 8: Prepare and Approve Your Limited Liability Company's Operating Agreement 260 Step 9: Obtain Your Limited Liability Company's Federal Tax Identification Number 264 Step 10: File the Initial List of Officers, Directors, and Resident Agent 265 Step 11: Observe Formalities and Maintain Good Standing 266 CHAPTER 10: OPERATING YOUR LLC 322 Protecting Yourself from Liability 323 LLC Formalities 323 Maintaining the Membership Ledger and Transferring Ownership Shares 328 Annual Reporting Requirements 329 Qualifying as a Foreign LLC 330 Reporting and Paying Taxes 332 Amending an LLC's Articles of Organization 333 Amending an LLC's Operating Agreement 334 Ending the Life of Your LLC: Dissolution 334 CHAPTER 11: PROTECTING YOURSELF FROM PERSONAL LIABILITY AS AN OWNER OF A CORPORATION OR LLC 344 The Imperfect Liability Shield: Alter Ego Liability 345 A Dead Company Offers Little Liability Protection 348 Liability Protection: Corporation versus LLC 348 The Seven Most Important Liability Protection Rules 349 CHAPTER 12: GLOSSARY 352
Library of Congress Subject Headings for this publication:
Incorporation -- Nevada.
Corporation law -- Nevada.
Private companies -- Nevada.