SHELF
CORPORATIONS AND SHELF LLC'S
BASIC OPERATIONS
BUILD CORPORATE CREDIT
REPAIR PERSONAL CREDIT
WARNING ON CALIFORNIA CORPORATIONS & CALIFORNIA
LLC'S
THOUGHTS ON SUCCESS
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Why not obtain a shelf
company made in California? You're better off with a foreign
(out-of-state) shelf company. Then file it into California.
Read below to learn why this is the case.
Reason #1: The seller of the shelf company has the responsibility
of delivering a company that's free from liabilities, back taxes and
other problems. California shelf companies are troublesome because
of the expected fees from the CA Franchise Tax Board that the seller
fails to pay. You're on the hook for those back fees after you buy
the company.
Remember, the CA Franchise Tax
Board seeks to tax any CA company at least $800 per year starting on the
anniversary month. If your company was incorporated in July, then
the CAFTB seeks their $800 annually in July.
If you buy a California shelf
company, then the seller probably didn't pay the annual $800 fee to the
CAFTB. After you buy the CA shelf company, you'll need to file and
pay the CAFTB $800 for multiple years since the company is aged.
Don't forget the penalties and interest. Why? The seller
didn't register and pay. If he did, you'd pay an astronomical
price for that CA shelf company. The seller wants to recoup fees
and sell the company at a profit.
The
solution? Acquire an aged shelf company outside California and
then file it into CA as a foreign company. Then register with the
CAFTB. You won't be charged in arrears since the company hasn't
yet done business in CA until now. You're safer with a shelf
company from New Mexico or Montana filed into California as a foreign
corporation or LLC.
Reason #2.
CA collects ownership information on the business through the business
licenses on the county and municipal level. This is another reason
why a California shelf company isn't a good idea. Most sellers of
California aged shelf companies didn't file those business licenses.
This means you're in arrears after acquiring the company on the county
and municipal level. And we know how California loves their late
fees.
Reason #3: California
collects information on stockholders on the state or local level
(business license). A change of ownership usually translates into
resetting the age of the company to "new company" status-- even though it may be several years old. Bankers
consider companies as "new" when the stockholders change. As for
states such as Montana, Wyoming and New Mexico; stockholder data is not
collected. Therefore, the transfer of ownership is not transparent
on the public record (when we sell you the company). When you file the company in
CA, you are
considered the first owner of the company and the age of the shelf
company is retained.
3. File the shelf
company in the state of California as a foreign corporation, file the
county and municipal business licenses. We'll update the shelf
company Director and Officers according to your specified instructions.
The bank will be glad to see that the Secretary of State information
matches between California and where the company was originally filed. Banks like to see
consistency in information across reporting platforms and compliance.
Why are
Montana shelf companies best to file in California?
Banks and financial
institutions are aware that shelf companies are commonly purchased from
Wyoming, Nevada and Delaware. As a result, they are more so
hesitant to lend to companies from those three states. Montana and
New Mexico
isn't known as a state that produces shelf companies. In fact, you
probably don't know anyone who has ever incorporated in Montana.
That's great! For this reason, Montana shelf companies are a
superior choice when building business credit. Simply file the MT
company into California, and you're ready to build that strong foundation for your
small business.
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.
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
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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 business names in California:
https://businesssearch.sos.ca.gov/
Step 2: Complete Application Form
Corporations – Foreign (Out-of-State or Out-of-Country)
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
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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.
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Aged shelf corporations and
LLC's offer no tax advantages. We're not attorneys. We're not
tax advisors.
QUICKIE CALIFORNIA REFERENCE
FOR DOCUMENTS
California Department of Corporations
CALIFORNIA
MAIN STATE WEBSITE
Corporations & LLC’s
Calfifornia
Corp Web site
Check for name availability for
Corporations
or LLC's
State Laws concerning corporations
Laws concerning LLC – Sec 17000 et seq
http://www.leginfo.ca.gov/cgi-bin/calawquery?codesection=corp&codebody=&hits=All
Forms, Samples, &
Fees
List of Filing
Fees
Online filing of
statements -$25 fee
Annual/Biennial Statements
Corporations– Forms Fees Instructions
Articles of Incorporation Domestic - $100 most types
Articles of Incorporation Domestic Non Profit - $30
Statement and Designation of Foreign Stock Corporation - $100
LLC
– Forms Fees Instructions
LLC
Articles of Organization Domestic - $70
LLC Registration
Foreign - $70
PRIVATE SERVICE COMPANIES
that
file forms and interface with state
Tax Information
Franchise Tax Board
California Corporation Taxes
California Corporation Tax Forms
LLC Taxes
LLC Tax
Forms
BUILDING CORPORATE CREDIT
Preparation
for the building of corporate credit:
- Lenders require full
transparency. This means your name is listed on the public record.
- Don't use a nominee
officer/contract officer if you're applying for corporate credit.
- Lenders prefer companies
that are at least two years old.
- File the WY company in
your home state as a foreign corporation
- Obtain a commercial
address where you intend to do business
- Obtain the phone number,
using the commercial address as the billing address
- Register the phone
number with 411 information services
- Be honest on all
applications for credit
- You're ready!
Start building corporate credit. Call
307.237.2580 for a referral.
ORDER PROCEDURE
1. Choose the shelf company for
acquisition
2. We send a custom order form
3. You approve the order and fax to our
number, 702.920.8824
4. We process the order after receiving
payment
5. The documents we have on file are sent
via USPS Express Mail
6. We order a new set of documents from
the Secretary of State
7. You provide an updated list of officers
and the new company address
8. You apply for the EIN and the bank
account.
9. You file the company in another state
and update that information with us.
FILING YOUR SHELF
CORPORATION OR SHELF LLC IN ANOTHER STATE?
NATIONWIDE SECRETARY OF STATES, UNDER
CONSTRUCTION
Arkansas Secretary of State
Arizona Corporation Commission
Arkansas Secretary
of State
California Department of Corporations
> Complete
breakdown here.
California Shelf Companies
Colorado
Secretary of State
Connecticut
Secretary of State
Delaware Secretary
of State
District of Columbia
Florida Secretary of
State
Florida Breakdown Here
Georgia Secretary of
State
Hawaii
Secretary of State
All forms
Corporation
LLC
Idaho Secretary of State
Illinois Secretary of State
Indiana Secretary of State
Iowa Secretary of State
Kansas Secretary of State
Kentucky Secretary of State
Louisiana Secretary of State
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All Forms
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Corporations
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LLC's
Maine Secretary of State
Maryland Department of Assessments
and Taxation
Massachusetts Corporations
Division
Michigan Department of Consumer
and Industry Services
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All Forms
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Corporations
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LLC's
Minnesota Secretary of State
Mississippi Secretary of State
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All Forms
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Corporations
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LLC's
Missouri Secretary of State
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All Forms
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Corporations
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LLC's
Montana Secretary of State
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All Forms
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Corporations
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LLC's
Nebraska Secretary of State
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All Forms
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Corporations
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LLC's
Nevada Secretary of State
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All Forms
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Corporations
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LLC's
New Hampshire
Secretary of State Corporations Division
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All Forms
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Corporations
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LLC's
New Mexico Secretary of State
California
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All Forms
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Corporations
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LLC's
North Carolina Secretary of
State
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All Forms
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Corporations
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LLC's
North Dakota Secretary of State
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All Forms
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Corporations
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LLC's
Ohio Secretary of State
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All Forms
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Corporations
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LLC's
Oklahoma Secretary of State
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All Forms
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Corporations
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LLC's
Oregon Secretary of State
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All Forms
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Corporations
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LLC's
Pennsylvania
Department of State - Corporation Bureau
Rhode Island
Secretary of State
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All Forms
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Corporations
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LLC's
South Carolina Secretary of State
South Dakota Secretary of State
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All Forms
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Corporations
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LLC's
Tennessee Secretary of State
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All Forms
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Corporations
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LLC's
Texas Secretary of State
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All Forms
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Corporations
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LLC's
Utah Secretary of State
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All Forms
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Corporations
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LLC's
Vermont
Secretary of State
Virginia State Corporation
Commission
West Virginia Secretary of State
Wisconsin Department of Financial
Institutions
Wyoming
Secretary of State
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