Limited Liability Company

Some of the Benefits of a Nevada LLC:

In terms of “front end” risks (potential or actual risk which comes from conducting the business itself), a Nevada LLC offers excellent protection.  Nevada’s LLC statute provides for a business entity that is very favorable to the business owner.  For example:

• Nevada LLC's have few “formality” requirements: [No organizational or annual meetings required/No minutes required, Operating Agreement not statutorily required (though an operating agreement is recommended in every case), single member LLC allowed, members may be corporations, other LLC's, trusts, LP's, LLP's, etc.)
• Nevada allows Nevada LLC members (the business owners) the maximum ability to maintain anonymity
• A great deal of flexibility afforded to the Nevada LLC for its own governance
• Nevada has no state tax on corporate profits, no state annual franchise tax, or no state personal income tax
• No information sharing w/IRS
• Nevada’s laws favor business, in general

Some of the Advantages of a Nevada LLC as compared to a Corporation:

• Nevada LLC is not required to hold organizational or annual meetings/No Minutes or resolutions required
• Operating Agreement not required for a Nevada LLC
• Ownership Certificates not required for a Nevada LLC
• The Nevada LLC offers maximum flexibility of internal governance without “Statutory” imposition
• The Nevada LLC Offers some “Back End” Protection (protection of the business owner's ownership interest and membership rights in the Nevada LLC):
• Membership Interests of Nevada LLC owners are not directly “attachable” or "seizable" by Judgment Creditors (Stock in a Corporation is attachable by Judgment Creditors .....The Nevada LLC Membership Interest of an individual is not attachable by a judgment creditor under the Nevada LLC laws. . . . . the only remedy for a member’s judgment creditors is to obtain a “Charging Order” to “charge” the member’s right to receive a distribution of profits if, and when, a distribution is made)
• Simplicity

Disadvantages

•Federal Security Limitations: The LLC is only available to privately owned companies. If a company were to go public, it would have to be a C corporation. With merger laws, it would be relatively easy to convert a Nevada LLC to a C corporation.

•Loss of Pass-Through Tax Treatment: This occurs when an LLC is viewed as a corporation, which happens when there is an election filed with the IRS and the LLC qualifies for three of the four criteria that define a corporation. If it is taxed as a partnership, pass-through treatment still applies for taxes.

Please contact Roger P. Croteau & Associates, Ltd. for a consultation.