Insurance & Asset Protection

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Paying State Fees

Each state charges a fee for the formation of a limited liability company (LLC) or corporation in the state. Each state also charges a fee, which may be the same or higher than the formation fee, when a foreign entity registers to do business in the state (see our discussion about choosing a state).

Agent for Service of Process

There are many common elements in an articles of organization, which is a key element in establishing the business entity.

Filing Foreign Registration Certificates

Besides filing an articles of organization, the formation of a limited liability company (LLC) or corporation requires completion of a number of tasks.

Initial Managers and Owners

There are many common elements in an articles of organization, which is a key element in establishing the business entity.

Classes of Ownership Interests

There are many common elements in an articles of organization, which is a key element in establishing the business entity.

Name, Location and Purpose of the Business

There are many common elements in an articles of organization, which is a key element in establishing the business entity.

Filing the Articles of Organization

When forming the limited liability company (LLC) or corporation, each business entity must be created by filing articles of organization with the state in which the owner has decided to form the business. The business owner is free to form the entity in any state, and not merely in the state in which he will be doing business. Delaware and, to a lesser extent, Nevada have emerged as popular sites for business formation.

Forming the LLC or Corporation

The limited liability company (LLC) and corporation are creations of law, and as such, a number of legal requirements must be satisfied to formally establish your business entity.

Case Study: Tax Implications of Funding Decisions

John, Peter and Amy form a limited liability company (LLC). John contributes a building with a tax basis of $80,000 and a fair market value of $170,000. The contributed property was subject to a liability, and the LLC assumes this $60,000 mortgage liability on the building.

Establishing the Business Entity

When using asset protection strategies to limit liability in your business structure, one of your first decisions involves choosing an organizational form, most likely a corporation or limited liability company (LLC).

Fair Market Value of the Owner's Equity Interest

How taxable allocations of income and interests are figured depends on a number of factors when strategically funding the business.

Taxing the Division of Profits

How taxable allocations of income and interests are figured depends on a number of factors when strategically funding the business.

Tax Basis of the Owner's Equity Interest

How taxable allocations of income and interests are figured depends on a number of factors when strategically funding the business.

Taxable Distribution of Property to Another Owner

Certain contributions made for ownership interests may be taxable events.

Taxable Contributed Property Subject to a Liability

Certain contributions made for ownership interests may be taxable events.

Taxable Allocations of Income and Interests

Strategic funding decisions when forming a business could have serious tax implications down the road when it comes time to allocate business interests and income.

Taxable Disguised Sales

Certain contributions made for ownership interests may be taxable events.

Taxable Payments for Services

Certain contributions made for ownership interests may be taxable events.

Taxable Ownership Contributions

When strategically funding your business, certain decisions may affect your tax status. A small business owner may have to recognize gain when acquiring an equity interest in the business if the owner:

Tax Aspects of Funding Decisions

An important part of asset protection planning involves legally shielding your wealth and assets from the tax claims of the federal government.

Internet Offerings of Securities

Many small businesses are turning to the Internet when issuing securities and raising capital because it represents a centralized and inexpensive way to solicit potential investors from all across the country.

Regulation A/SCOR Filing

When raising money for the business, various securities law issues may come into play. You'll need to follow the rules carefully in order to preserve limited liability under the law.

Regulation D, Rule 504/SCOR Filing

When raising money for the business, various securities law issues may come into play. You'll need to follow the rules carefully in order to preserve limited liability under the law.

SEC Registration and Exemption

When considering securities law issues in forming your business, you'll need to be aware of the impact of federal regulation.

Issuing Securities

From an asset protection standpoint, a small business owner should be aware of some securities law issues.