Most entrepreneurs do not have the time to keep accurate and up to date records for their corporations or LLC's. Many never even issue stock: a terrible mistake. The fact is you must issue stock and you must keep good corporate records. If these things are not done correctly, you could be stripped of the benefits you gained by incorporating:
- The courts may disregard your corporate status
- Courts may allow creditors to sue you personally
- The IRS may disallow important tax benefits
Either of these outcomes may jeopardize the entire future of your business and the future of your family. This problem occurs more often than you may think. Don't be foolish and risk everything because of the lack of proper planning.
Unlike most of our competitors that ship you a DELUXE(?) "fill-in-the-blanks" corporate kit, our service is completely custom. Our custom service includes the following:
- Initial custom preparation of corporate Bylaws
- Initial custom preparation of LLC Operating Agreement
- Initial minutes of organization, banking resolutions
- Initial resolutions and IRS filings relating to tax elections
- Initial stock issuance and statement of account
- Initial List of Officers/Managers filed with the State
- Annual Stockholder/Director/LLC Manager meeting notices
- Annual Stockholder "Statement of Account"
- Annual meetings held in Nevada by "proxy"
- Corporate record updated in record book
- Document prep. and annual filing with the State
In short we take care of the necessary paperwork in order to preserve all the benefits of incorporation and to keep your Corporation or LLC in good Legal Standing in Nevada as well as other states in which we complete a
foreign filing.
As an integral part of this service an Offshore "Secretary" or "Assistant Secretary" is appointed to your corporation or LLC allowing us to execute the minutes, complete the annual State filings, as well as certify resolutions for official purposes. PLEASE NOTE: All documents, including the "Articles" are "electronic" and the appropriate resolutions to support such are adopted. Documents are emailed securely. We charge an additional $75.00 for each ORIGINAL set of documents requested (plus shipping).
Special Meetings Issues that cannot wait for the next annual meeting; such as the appointment or termination of Officers, Directors, Tax Elections, Banking Resolutions, Buy/Sell Property, Lease Authorization, Fictitious Names, etc, should be resolved at Special Meetings or Resolutions of the Board of Directors/LLC Managers or of the Stockholders/Members. For these meetings or special resolutions we charge $75.00.
Special RequestsAdditional documents that may be charged for include such requests as a "Certificate of Incumbency", a "Certificate of Good Standing", a "Power of Attorney (POA)", "Certified" or "Apostilled" documents - essentially any documents that require extra time and effort to produce or procure that fall outside of the normal course of the initial organization or of regular annual meetings. The costs of "Special Requests" begin at $75.00 for simple requests but may be substantial depending on the complexity of the request.
Stock CertificatesStock is issued "un-certificated, and per NRS, a "Stockholder Statement of Account" is issued by the secretary initially and annually. If you require stock to be "certificated", a special resolution will be required (to make the change) at a cost of $75.00. Stock certificates may then be issued and will be charged at the rate of $50.00 each.
Ownership ChangesOwnership changes cannot be accommodated as part of an annual meeting. We need to prepare specialized instruments of transfer as well as other documents such as an amended Management and Membership Agreement (for LLCs). These are charged for as a "special request".
As a result of the passing of
SB60 2013, Nevada Statutes
(NRS 78.105) and
(NRS 86.241) require all Entities to maintain records at their Registered Office and all Nevada Registered Agents to maintain records on their Corporate clients. These requirements now include maintaining copies of Operating Agreements/Bylaws as well as the Stock Ledger and/or Membership Listing for an LLC. In lieu of the stock ledger the corporation may keep a statement setting out the name of the custodian of the stock ledger, and the complete mailing or street address where the stock ledger is kept. Registered Agents now face fines for non-compliance as well as their company registration being revoked
NRS 77.443.
Effective October 1, 2013
NRS 86.246 the Secretary of State may now request copies of Operating Agreements/Bylaws as well as the Stock Ledger and/or Membership Listing from the Registered Agent....... But don't worry! The Secretary Of State promises to keep the information confidential, and only release it in certain circumstances and to certain parties
NRS 76.160 ... such as...The I.R.S., any agency of any state charged with the administration or enforcement of laws relating to workers’ compensation, unemployment compensation, public assistance, taxation, labor or gaming and to any law enforcement agency in the course of a criminal investigation, or to any agency or political subdivision of any State or the United States in the course of an enforcement action......Additionally, many other Government Agencies continue to use
3rd Party Record Keeper Summons to obtain this ownership information from the Registered Agent. The Registered Agent is an easy target since every company must have one, and they must be listed in the public record and must be available to receive service of process.
OUR SOLUTION: - In line with our
philosophy and our
internationalization we have improved our services to include an
Offshore Custodian of Stock Ledger: We provide an offshore company secretary in all our service packages as this is integral to our records preparation and filing service and the secretary is appointed as the custodian of the stock ledger or membership listing. If the Secretary of State were to request the records (per NRS 86.246), it will simply receive a statement setting out the name of the custodian of the stock ledger, and the complete mailing or street address where the stock ledger/membership listing is kept. In this case by the (offshore) Secretary of your Company. The Bylaws and Operating Agreement (also improved) contain no personal information, just the rules and Regulations regarding the Company management. The capitalization and membership of the LLC is listed in a separate document that is not a part of the Operating Agreement.