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Are you aware that the corporations and LLC's filed in California are high risk?

The corporate veil is what keeps the company's affairs apart from your own.  A company's assets are at risk when it's hit with a lawsuit.  But your personal assets are a separate matter, as long as the corporate veil holds.  If the corporate veil is set aside, the company and you will be considered the same person.  That separateness (that protects you) no longer applies.  In other words, your personal assets are at risk to whatever comes out of that lawsuit when the corporate veil is set aside.

California is horrible in respecting the corporate veil.  The corporate veil gets no respect in California.  CA attorneys charge clients money to file LLC's and corporations.  Then they attack the corporate veil of other LLC's and corporations to attack the assets of other defendants.  CA attorneys want to have their cake and eat it too.  Because of this, incorporating in California carries high risk because there's no respect for the corporate veil.  California doesn't respect property rights.

What are the solutions?  Incorporate in another state and then file the company as a foreign corporation or foreign LLC in California.  This severely weakens the ability for anyone to set aside the corporate veil when it's originally filed in Wyoming, or any other state.  Unlike California, Wyoming respects your right to life, liberty and property.  Wyoming is pro-business, pro-property rights, pro-privacy. 

We also provide a manager or director for your company to protect you.  Since lawyers like to sue the company, the Director(s) and the Officer(s) of the company, then placing yourself in these positions also poses risk.  If you're applying for corporate credit, then you don't have a choice.  Prospective lenders want to see your name on the company if you're applying for corporate credit.  If you're not applying for corporate credit, and don't anticipate applying for any credit in the first place, then obtaining a manager/Director for the company is a great idea.  But why?

  • The manager keeps you off the public record, protecting your identity.
  • Since your name is not associated with the company on the public record, those who are seeking a target perceive you as a worthless target.
  • Placing assets and companies in your own name increases

We provide an excellent incorporation service.  Obtain a Wyoming LLC or Wyoming corporation, operating agreement, resolutions and the filing fee paid with the state for only $400.  CALL 484-256-4563 for more information.


What's a foreign company?  How does that vary from a domestic company?

In whatever state you live in, a company filed in that same state is considered a domestic corporation.  A corporation filed in any other state is a foreign corporation.  For example, a Wyoming corporation is domestic to the state of Wyoming.  But it's considered a foreign corporation in any other state.  Likewise, a California corporation is domestic to the state of California.  But a company filed in Delaware, Wyoming or other state is considered foreign to California.

Knowing the above, doing business in your state may require a "foreign filing" if the company was initially filed in another state.

First, why not obtain a shelf company made in your home state?

1.  Your state probably collects information on stockholders on the state or local level (business license.  A change of ownership usually translates into a "new company" even though it may be several years old.  Bankers consider companies as "new" when the stockholders change.  As for states such as Wyoming and New Mexico, stockholder info is not collected.  Therefore, the transfer of ownership is not transparent on the public record.

2.  Your state probably collects info such as SSN and Date of Birth.  Therefore, buying a company filed in your home state is not a good idea.  Buy a company in Wyoming or New Mexico.

3.  File the shelf company in your home state.  If you bought the company from us, most likely it's a company formed in Wyoming or New Mexico.  This is how you file the company in California.

How to Register a Corporation or LLC in a State

 

CALIFORNIA

 

This manual does not tell you how to FORM a corporation or LLC,

 but HOW TO REGISTER your corporation or LLC.

Understand the Process of Qualifying as a Foreign Corporation in California

If your Corporation or LLC is from another state, it will be considered a Foreign Corporation or LLC.

 

A foreign corporation is an existing corporation that is registered to do business in a state jurisdiction other than the one where it was originally incorporated.

A domestic corporation is one that is registered in the same state of original incorporation.

Things You’ll Need:

  • Filing fees – checks or money orders
  • Computer with Internet access and printer to download forms
  • Certain required documentation (letter of good standing from the state in which the company was initially filed) and completed forms

Step 1: Is your entity name already in use?

Check to see if the name of the Corporation or LLC you are wanting to register is already in use. If your entity name is already taken, you may need to modify your entity name slightly to register in that state.

To check names in California:

http://www.sos.ca.gov/business/corp/corp_naav.htm   Corporation

http://www.sos.ca.gov/business/llc/llc_naav.htm LLC

 

Step 2: Complete Application Form


Obtain an application from the state's department of commerce. The application will be called something like, "Application for Authority to Conduct Affairs" or “Registering a Corporation or LLC”. Often, you can download this from your state's official
Web site.

All California registration Forms are located here:

http://www.sos.ca.gov/business/bpd_forms.htm

Some specific forms and filing fees are listed here for your convenience:

Statement and Designation of Foreign Stock Corporation - $100

http://www.sos.ca.gov/business/corp/pdf/foreign/corp_s&dcgen.pdf

 

LLC Articles of Organization Domestic - $70

http://www.sos.ca.gov/business/llc/forms/llc-1.pdf

 

LLC Registration Foreign - $70

http://www.sos.ca.gov/business/llc/forms/llc-5.pdf

 

Step 3: Certificate of Good Standing for Foreign Entities                                                                                                                                  

If your corporation or LLC is domestic (same state), you can skip this step.           

If you are a foreign organization, go to the secretary of state in the state where you are incorporated, and get a Certificate of Good Standing. This must be attached to the application form.

For foreign entities wishing to register in California, the certificate must be dated within 6 months of the time of filing.

Step 4: File Application, Fee, and Return Envelope with Department of Commerce

File your application and fee with state's department of commerce. Know that nonprofit corporations may qualify for reduced filing fees.

For California, you may hand deliver for over the counter processing to one of the regional offices (Sacramento, LA, San Francisco, Fresno, San Diego) from 8 am - 4:30 pm. Call 916-657-5448 for complete current addresses. If a document is hand delivered there is an additional $15 counter fee and must be remitted separately. All offices accept checks or money orders made out to California Secretary of State.

 The main office at the capitol is:

Business Entities Section (For hand deliveries)1500 11th St – 3rd Floor, Sacramento, CA 95814, 916-657-5448

Mailing Address:

Document Filling Support  Unit, PO 944260, Sacramento, CA 94424-2600                                                                                                                  

To facilitate the processing of documents sent to Sacramento, please attached a self addressed envelope and a letter referencing the corporate name as well as your name, return address, and phone should also be submitted.

California Taxes

Step 1:
Know that, since you are choosing to take advantage of all the rights and amenities of the state in which you are operating as a foreign corporation, you will be obligated to contribute to the health and wealth of that state. This
may mean filing taxes and paying other fees within that state.

All California tax forms : http://www.ftb.ca.gov/forms/index.shtml

Corporations

Corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100.

The California Estimated Tax Form 100 (ES100) http://www.ftb.ca.gov/forms/2008/08_100es.pdf

The return due date is the 15th day of the third month after the close of the taxable year.

 

A Corporation is taxed on its net income at a rate of 8.84 percent, with a minimum tax of $800.   The minimum franchise tax ($800) is due the first quarter of each accounting period and must be paid whether the corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months. The minimum tax is waived on newly formed or qualified corporations filing an initial return for their first taxable year.

 

LLCs

All LLCs classified as corporations that organize in California, register in California, conduct business in California, or receive California source income, must file California Form 100. The California Form 100 must be filed by the 15th day of the third month after the close of the LLC’s taxable year.

 

The LLC will be taxed at the corporate tax rate of 8.84 percent and will be subject to a minimum tax of $800.

 

All LLCs classified as partnerships or disregarded entities that organize in California, register in California, or conduct business in California, must file California Form 568 Limited Liability Company Return of Income. California Form 568 must be filed by the 15th day of the fourth month after the close of the LLC’s taxable year.

 

An LLC required to file Form 568 pays an annual tax of $800, and may be subject to a fee based on total annual gross worldwide income. The annual tax is due by the 15th day of the fourth month of the taxable year, and is paid using CA Form 3522.

http://www.ftb.ca.gov/forms/2008/08_3522.pdf CA Form 3522

 

In addition, an LLC filing Form 568 that has members that are not residents of California must file the agreements of those non-resident members acknowledging that California may tax them and may collect tax from them, agreeing to file a California return and pay tax on the members’ share of California source income of the LLC. For any non-residents that do not sign an agreement, the LLC must pay tax on the nonresidents’ share of LLC income.

Tax General Information

http://www.sos.ca.gov/business/tax.htm

 

Franchise Tax Board

http://www.ftb.ca.gov/

 

Corp Taxes

http://www.ftb.ca.gov/businesses/bus_structures/cCorp.shtml

 

Corp Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_100toc.shtml

 

LLC Taxes

http://www.ftb.ca.gov/businesses/bus_structures/LLcompany.shtml

 

LLC Tax Forms

http://www.ftb.ca.gov/forms/07_forms/07_568toc.shtml

Step 2:
Contact an attorney or firm who helps corporations register in foreign states to ensure that you are strictly adhering to the registration procedure.

Tips & Warnings

  • Plan to spend several hours gathering and filling out the paperwork necessary to qualify as a foreign corporation. If you want to do business in many states, you will need to fill out separate forms for each one. Many people delegate this work to a corporate attorney or a firm that specializes in the registering of corporations.

Private firms that will assist you in registering your entities in California

http://www.sos.ca.gov/business/bpd_service_companies.htm

  • If you are not registered in a state, you may not have the right to sue, which can limit your ability to collect debts and pursue your rights as a business.
  • If the state in which you do business requires out-of-state companies to register as foreign corporations and you neglect to do so, you may have to pay weighty penalties.
  • If you are doing business in your home state and you have not qualified as a foreign corporation in that state, you may be unable to pursue legal rights until you qualify. By that time, the statute of limitations may have run out.
  • Don't be daunted by the foreign filing process. As with becoming incorporated, it's simply a matter of correctly filling out the appropriate forms and paying the filing fees.

IS THIS INFORMATION CORRECT?  PLEASE SEE YOUR TAX ADVISOR.  CONFIRM BEFORE YOU FILE.

 

 

NATIONWIDE SECRETARY OF STATES, UNDER CONSTRUCTION

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    > Complete breakdown here.  California Shelf Companies

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