Friday, October 20, 2006

Setting up an LLC a Limited Liability Company

Step 1: The Name of the LLC

Set up an LLC - to be designated as a limited liability company include in its name one of the many derivations of LLC, as in "L.L.C.", "LLC", "L.C.", or "LC". "Limited" may be abbreviated as "Ltd." - from Section 105 of the Uniform Limited Liability Company Act. Check to see if the name you choose is not already in use by another company in your state or in any jurisdiction you plan to do business in. They may be particular State name restrictions particularity for licensed professionals like doctors, lawyers and accountants so be sure to check with the
formation articles with your secretary of state (or corresponding government office).

Step 2a:
Set up an LLC: Articles of Organization

Get the proper form direct by going to the state web site of the secretary of state and specifically look for "Limited Liability Articles of Incorporation". Some States such as Maryland and the District of Columbia do not have a prescribed form but you will see examples online that you can follow.

Step 2b:
Set up an LLC: Registered Agent

Most States require that you list in the Articles of Organization a registered agent. A registered agent is merely someone who is designated to receive official documents from the State and the one that would be served should your LLC ever be sued. This position can be a corporation as well as an individual and may even be one of many registered agent services that exist for that purpose.

Step 2c
Set up an LLC: LLC Organizer

The LLC Organizer is merely the one who confirms in writing that the information in the articles of Organization are true. Anyone authorized to act as an organizer by the original members of the LLC can be an organizer.

Step 2d
Set up an LLC: Years of Existence

Typically an LLC is set up to exist forever however there may be the odd case where one might want to limit the years the LLC will be in existence.

Step 2e
Set up an LLC: Managers
With an LLC either the shareholders will act jointly as managers or they will designate someone to act in that capacity. An LLC "Operating Agreement" a separate agreement from the Articles of Organization typically will specify the relationship and duties of the manager in respect to the shareholders.

Step 3
Set up an LLC: Filing Filing the Articles of Organization.

This is specified by the State instructions for the Articles of Confederation. Some States like Arkansas allow you to do it electronically but typically you need to supply 2 originals of the Articles of Organization along with your filing fee. In return the Sate will give you back an embossed Certificate of Existence.

Step 3b
Set up an LLC: Other Filing Requirements

Most States will require a license to transact business to be filed along with the Articles of Organization and the City where your offices are located may require a Business License.

Step 3c
Set up an LLC: Tax Forms

In the US your LLC will require a Federal Tax Identification number. IRS Form SS-4. Here is a link to the instructions for filing Form SS-4. In addition most States will require you get a state tax identification number. Note on the Federal Tax form if your company has more than one shareholder make sure the box indicating corporate partnership is ticked as the fact that LLC's are taxed as a partnership is the primary benefit that an LLC has over an S corporation. If you have on one shareholder check other and write " disregarded entity" besides the box as this will allow the IRS to accept your classification as a SS-4.

Step 4:
Set up an LLC: Member Operating Agreement

The members of an LLC are the owners of a business and should agree in writing on basics on how they wish to run their business. Questions for consideration are:

1- Who are the members? 2- How will be profits and losses be distributed among the members?3- How many shares will each member have? 4- How much capital should each member contribute? 5- What services will each member be required to contribute? 6- If the LLC is not going to be managed by the members than identify the number of managers, the identity of the managers, and how responsibility is to divided or share between the managers and the members. 7- Vote percentage required for admission of new members. 8- Restriction of members in regard to share transfers?

A member operating agreement serves the purposes of verifying to outside authorities such as banks who in fact can sign documents on behalf of the LLC. It also clarifies in writing responsibilities of members something that could easily become areas of contention as memories fade.

Les Raketti

Technorati tags: Limited Liability Company LLC

Thursday, July 13, 2006

Ensure Banking Privacy and Build your Wealth Tax-free By Using Tax Havens and Off-shore Bank Accounts.

The Landscape is Changing - Are Off-Shore Bank Accounts the Right Thing?

With increasing insecurity and taxes, tax havens such as a offshore bank may be a temptation. The problem is the landscape is constantly changing. Making the wrong move can expose you to severe monetary penalties or at worst the loss of physical liberty and/or all your assets.

In the United States all income earned outside the country is taxable, in Canada there are limits on non-taxable offshore earnings. However In an atmosphere of increasing predatory litigation and increasing infringement on privacy, the real concern is not just taxation but how can one safely protect what one has built up over a lifetime. The concept of having an offshore bank account is very tempting. But are you really protected by the laws of that country or are you just putting yourself in a position of new vulnerability? Those are real concerns.

The S.E.C. and former Tax Havens?
Since 911 one has to particularly careful as banking privacy may be more of an illusion than a reality. The S.E.C. (the Security and Exchange Commission) has used the terrorist threat as a strong arm tactic to gain access to the information on offshore accounts in virtually all jurisdictions. In essence, with electronic banking and excessive tracking there is no such thing as banking privacy anymore. All the SEC has to do is compare declared offshore earnings with the information in those accounts to charge you with tax evasion.

The Tax Haven Solution:
What can one do? First of all go to a jurisdiction where banking privacy is protected and secondly structure your affairs legally in a jurisdiction that is most favorable to you. In some jurisdictions, if you or your company is domiciled but not living in that country 100% of what you earn outside the country can be considered tax-free, not withstanding the fact that you may have to pay a small annual business fee. This by definition is a tax haven.

Typically a tax free haven is offered by countries that have little or no means of exporting goods and services to offset the imbalance they would otherwise have in terms of their overall currency exchange. They benefit because of the cash flow in, you benefit in that what you earn offshore is tax free. The United States and Canada play a similar game – they make it very difficult for residents to move money out by discouraging offshore investment but at the same time make it very lucrative for foreign investors to move money in.

3 Benefits of a Tax Haven
Should Americans and Canadians structure their affairs in a tax free haven not only can one earn money tax free but one can have the added advantage of bring able to participate in extremely lucrative high yield “international investments” in your own country as a foreign investor. Having a offshore bank account may be something you can explore in regard to banking privacy, being insulated from predatory lawsuits, building your assets and to legally avoid excessive taxation.

Technorati tags: Tax Free Haven Offshore Bank Account Offshore Bank Offshore Investment Tax Haven

Wednesday, July 05, 2006

Offshore Asset Protection

Because of excessive litigation in the US and elsewhere Offshore Asset Protection is definitely an option to explore. Businessmen entrepreneurs and professionals in an environment of predatory litigation are forced to look for ways and means where they can protect savings, investments and accumulated assets. Offshore Asset Protection offers this kind of protection.

The Need : In the US the legal system favors the plaintiff and places the defendant statistically at a disadvantage. This only serves to encourage the predatory litigation and a business owner or professional can expect to sued multiple times over his life time.

Don't Wait: Should the resulting judgment be unfavorable the defendant stands to lose all the assets built over many years of investment. Getting ones assets outside the jurisdiction of the US court system appears to be one remedy. However once a claim has been filed the legal system will not allow any assets to be moved for offshore protection. In fact, it will be determined to be "fraudulent conveyance" and all your assets will be retracted. The time for offshore asset protection implementation is now not later.

The Climate Changes: However the Offshore Asset Protection climate always changes. Countries that used to be private tax free havens under threat of sanctions have agreed to enter into treaties with the US and other industrial nations to allow the pursuit and investigation of tax fraud. Furthermore the courts have taken a less favorable viewpoint of offshore trusts as determined by some high profile court cases in 2000.

With 911 the offshore environment has even become more disfavorable, under the threat of terrorism everyone has come under intense scrutiny. That is not to say offshore asset protection does not have a place, it does. There are many international offshore corporations operating in this country and they will always continue to do so. But everything has to be done procedurally correct and with full disclosure.

No Privacy- Act Accordingly: In this day of electronic banking and extensive global money tracking, privacy doesn't exist anymore. You want to get solid information and advice to make sure you can take full advantage of offshore laws and don't put yourself in a worst position if the offshore privacy you thought you would have doesn't end up as it appears to be. Act accordingly by doing your thorough research as to getting proper offshore asset protection in favorable jurisdictions.

Technorati tags: Offshore Asset Portection Asset Protection

Getting an Asset Protection Corporation

Why would one want to establish an asset protection corporation?

Fact: Well we do live in litigious society where 9 of 10 lawsuits in the world are filed in the United States. This happens every 30 seconds. Not surprisingly the US has the highest rates of lawsuits filed in the world followed by the UK, Canada Australia and New Zealand

Fact: You almost don't have an option - if you own a business or practice a profession, you have a one chance in three of being names a defendant in a lawsuit next year and its only getting worst. The higher your net worth the higher is your risk.

Establishing an asset protection corporation is virtually becoming an necessity to ensure your assets are out of reach

The problem is there is a sharp dividing line between establishing a legal asset protection corporation and an illegal one. What you do can be classified as an action taken to defraud creditors. Furthermore be aware that there are various operators out there claiming that they can protect your assets. Some will in fact steal your assets, some will leave you with no protection or open you up to the possibility of criminal charges. Many will all three. So what is one to do?

The obvious thing is to first get educate yourself and get very familiar with the various structures. Asset protection planning often involves setting up a series of trusts, partnerships and/ or offshore asset protection corporations to hold legal title to your assets.

Advantages are multiple:

For Investors an asset protection corporation can act as an holding company for investments made in multiple jurisdictions and markets. In your private portfolio use an asset protection corporation in inheritance planning to reduce the cost and delays in probate.

For Entrepreneurs an asset protection corporation offers enhanced investment returns, better after tax profits, and reduced risk. Profits can be made as a separate entity outside of jurisdiction where one is domiciled with little or no tax obligations and can be easily transferred to ones heirs without the normal encumbrances.

For Executives use an asset protection corporation to restructure your compensation and stock programs to take advantage of reduced tax, asset protection and global investment opportunities.

For Entertainers and Authors use an asset protection corporation in your contracts as an intermediary as an effective tax strategy.

For Athletes in the same way, an asset protection corporation will benefit them by reducing their taxes onshore. The athlete will be in effect employed through their corporation. This way any expenses can be absorbed by the company and the athlete need only draw a salary sufficient for personal expenses only minimizing their personal tax exposure.

For Owners of Intellectual Property using an asset protection corporation, property rights can be assigned to it ensuring revenues are received to it rather than to them personally. Furthermore the rights can remain offshore indefinitely ensuring easy succession.

For Medical Practitioners and other Professionals using an asset protection corporation contracts for medical services effective restructures how their income is generated vastly reducing their liability exposure and personal tax owing.

Individuals with inherited wealth, structuring your pre- inheritance wealth through an asset protection corporation can simplify the succession process by putting it in a no-tax or low-tax jurisdiction. It also offers a new world of much higher yield investment opportunities not available to those under the Securities and Exchange Commissions jurisdiction as a US or Canadian CItizen.

For the wealthy the modus operandi is ESP 'E'ducate, 'S'tructure and 'P'articipate in international investments. With education and proper estate planning and structure minimize your risk and benefit from higher investment returns with minimal tax penalties.

Technorati tags: Asset Protection Corporation

Friday, June 30, 2006

With Regard to What You Own - Use Asset Protection to Safeguard yourself from these Two Groups in Particular!

Do you Fall into one or More of these Susceptible Categories?

Who should be concerned when it comes to protecting your assets? In particular wealthy individuals and families, corporate executives, private investors, and professionals.If you fall into one or more of those categories then you should do something about protecting your assets.

Group One - Frivilious Litigation Lawyers:
Be aware that in this litigious society you are practically a standing target for aggressive lawyers who will use any excuse in an attempt to drag you in to the courts. They are banking on the fact you would rather settle out of court and avoid a lengthy and costly court battle.

Group Two - Government May be Your Biggest Concern:
What you may not realize is that governments are another threat as they are systematically attacking your right to financial privacy even if you are not braking the law. The war against drugs and as of late against terrorism may
seem to be justified considering the news reports but the results are that ordinary peoples' privacy that is being attacked. Now UK, Japan, Britain, Germany and now over 100 countries passing legislation against money laundering. Protecting your assets is not a luxury its a necessity,

Decent hardworking middle to upper class people who own large and visible assets are displaying on the table highly tempting morsels and if laws change to allow seizure government is in for the gravy.

The "Asset Forfeiture" Program introduced in 1994 under the Asset Forfeiture Act which allows random seizure of property - without the need for any proof. This is strictly against the US Constitution and Human Rights. All that is required is an allegation that property was used for illegal activity. If you are not putting steps in place for protecting your assets your government may be your biggest concern.

Here is a quote from Amy Rudick director of the Office of Financial enforcement at the Treasury Dept in 1991 where the intent of the program was described as follows:

"The more assets you can identify and seize, the more money you've got, either going into the general treasury or into asset forfeiture funds. That money can be used to help law enforcement in criminal prosecutions. I see this as a money making enterprise for the government, and anything that's going to make money is not going to die too quickly."

Steps towards Asset Protection:
What steps can you take in protecting your assets? One thing you don't want to do is to lump all them all together. This is a common mistake made by many financial advisors and lawyers where they use one financial structure to protect both high risk and low risk investments. You may wish to set up seperate trusts putting the low risk assets together and creating seperat trusts for your high risk assets.

Offshore trusts or an offshore life insurance policy are some strategies you should seriously consider. The benefits are that they shield you from currency controls, possible confiscation of assets by government political instability and other threats.

Technorati tags: Asset Portection

The Need for Asset Protection Information

Sadly the first question usually asked when a lawsuit is being considered is the extent of the other parties net worth. And in Canada as long been the practice in the States, lawyers are now allowed to be take cases on an agreed percentage of the awards if they win. Asset protection strategies are definitely something every one needs to put in place.

Problem #1- Predatory Lawsuits:
This is the primary reason people need asset protection information, this practice has been alleged to be the main reason judgment settlements in the are much higher and lawsuits more frequent than in any other country. It is also the reason a lot of frivolous lawsuits are started knowing full well the other party would prefer to settle out of court rather than go through a lengthy and disruptive court proceedings. To counter do asset protection planning and implement asset protection strategies.

Problem #2- Probate:

Another reason for asset protection information is that it is difficult to transfer assets to your heirs without excessive loss due to probate and taxation. Not only is probate a lengthy process – it encourages family infighting - it can severely erode your families assets. When Elvis Presley died all that was left of his 10 million dollar estate was 2 million dollars. Definitely a case where no asset protection planning was taken to implement asset protection strategies.

The Solution Asset Protection and Wealth Management:
Why leave yourself, your family and.or your business at such a risk as to put no asset protection strategies in place.. Consider the option of wealth management and its many advantages not only in regard to asset protection but also in regard to freedom of movement, privacy and wealth accumulation without excessive taxation.

If you have a family business and wealth that you have built through your lifetime, you can easily avoid wealth lost through due to lack of proper estate planning. You can ensure bulletproof asset protection. Your best asset protection is to implement asset protection planning putting various asset protection strategies in place along with getting proper estate planning information.

Technorati tags: Asset Protection Strategies Asset Protection

Sunday, April 09, 2006

Asset Protection Information

In a litigious society where a professional or a business owner has a one in three chance of being a defendant in a predatory lawsuit next year - asset protection information is no longer an option.

For more information go to