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Cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Leaders In Providing ENTITY STRUCTURING.

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Presentation on theme: "Cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Leaders In Providing ENTITY STRUCTURING."— Presentation transcript:

1 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Leaders In Providing ENTITY STRUCTURING FOR PRIVACY AND ASSET PROTECTION For Businesses, Individuals and Families Serving Clients Around The World

2 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Juris Doctor – UCLA School of Law, 1970 Private practice for 20 years Served as Judge Pro Temp for L.A. Municipal Court

3 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Incorporated in Nevada in 1998 Specializes in entity structuring, asset protection and customer service One of the fastest growing incorporating companies in Nevada Doubled in size in the last 12 months Serves as referral source for the Jay Mitton Asset Protection Seminars, REIS, Investools and Robert Allen Real Estate students

4 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Does everyone want to protect their assets? Who are the target people? How do you protect your assets? Simple – Control everything, own nothing

5 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Lawsuits Excessive Taxes Probate and Estate Taxes

6 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc A string of self storage facilities Principal residence Vacation home Automobiles Stocks Personal assets

7 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc 4 medical clinics Principal residence Horse training and boarding ranch Stocks Art collection Automobiles Personal assets

8 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Currently there are over 100 million lawsuits pending – over 90% in the United States There are more students in law school than there are practicing attorneys A business person will be subject to 5 to 7 lawsuits during their career If you are sued you lose - Even if you are in the right

9 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc How do you make yourself safe from lawsuits? Make yourself an unattractive target. Control everything but own nothing! Or Protect your assets by placing them into an asset protection entity.

10 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc What are the asset protection entities? A Limited Partnership (LP) A Limited Liability Company (LLC) and/or A Land Trust

11 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc We are all subjected to excessive taxes – Federal, State, Local, Sales, etc. How do you reduce your taxes? Spread your income among business entities Maximize your deductions – both business and personal C Corporation is best entity for Taxes

12 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Are you concerned about the budget deficit growing in Washington? Will you and your family have taxable income above $250,000 per year? Have you structured your assets in such a way to avoid these new, higher taxes which are sure to happen?

13 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Why do you want to avoid probate? It is expensive and time consuming Public proceeding and cannot save the estate any taxes It does not permit a married couple to maximize their transfer tax credits How to avoid probate? Setup a Living Trust

14 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc A Management Entity C Corporation Ownership Entities LLC, LP &/or Land Trust Living Trust The basic structure everyone should use is:

15 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Why a C corporation as the management entity? Centralized management Limited liability Transferability of stock Tax benefits

16 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc C Corporation pays its own taxes Federal corporate tax rate 15% on the 1st $50,000 of taxable income 25% on the next $25,000 34% on the next $25,000 Averages 22.25% on the 1st $100,000 of taxable income

17 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Assume the management entity is a Nevada corporation which pays no state income taxes. On the 1 st $50,000 of taxable income the corporation will pay a total tax of $7,500. Assume your combined state and federal tax rate on your top $50,000 of taxable income is 35%. You will pay a total tax of $17,500.

18 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc C corporation provides the greatest benefits (tax free perks) of any business entity 100% Medical Reimbursement Life insurance – up to $50,000 Retirement plan Automobile expenses Education, training and seminars Equipment expenses Business travel

19 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Should be a NV C corporation No state income tax Minimal public information Best liability protection for officers & directors Extremely difficult to pierce the Corporate Veil Nevada is the only state in the country which provides charging order protection for the stockholders of a privately held corporation.

20 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Nevada C Corporation Income - $50,000 15% $ 7,500 Income - $50,000 Tax Perks -$25,000 Taxable income $25,000 15% $ 3,750 You – The Individual Top $50,000 of taxable income Combined State and Federal Tax Rate – 35% Total Taxes - $17,500

21 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Limited Liability Company (LLC) Limited Partnership (LP) Land Trusts Remember - The entity that holds title to the property must be doing business in the state where the property is located

22 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The ownership entities provide asset protection for both the entity and the owner. The ownership entities provide charging order protection for the owners. What is a charging order?

23 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The charging order requires the entity to pay the owners profit to the judgment creditor. The judgment creditor has no ownership rights in the entity. After the creditors judgment has been satisfied, the judgment creditor is out of the picture. The owner has not lost any ownership interest in the entity. The person entitled to the profits must pay the taxes on those profits, even if they are not distributed to the person.

24 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc There are 3 levels of protection given by the charging order: The strongest level (Nevada); the weakest level (California); and the middle level (New York)

25 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The first section of the charging order is almost identical in all 50 states. It states: On application to a court of competent jurisdiction by a judgment creditor of a member, the court may charge the members interest with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the members interest.

26 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Nevada has one of the strongest Charging Orders NRS sets forth the charging order for LLCs in Nevada. It states: 1. … 2. This Section: (a) Provides the exclusive remedy by which a judgment creditor of a member … may satisfy a judgment out of the members interest … The Nevada Charging Order protection for limited partnerships is identical.

27 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc California Corporations Code Section sets out the Charging Order for CA LLCs. In addition to permitting the charging order, the statute states (in part): (a) … The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor … (b) A charging order constitutes a lien on the judgment debtors assignable membership interest. The court may order a foreclosure on the membership interest subject to the charging order at any time. California Corporations Code Section sets out the identical rules for limited partnerships.

28 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Limited Liability Company Law Section 607 states: Rights of Creditors of members. (a) On application … a court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. … (b) No creditor of a member shall have any right to obtain possession of, …; the property of the limited liability company.

29 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Both the LLC and the LP provide asset protection for the property and the owners The limited partners are not liable for the debts of the LP Neither the managers nor members of an LLC are liable for the debts of the LLC A creditors remedy against a member or a limited partner is limited to a Charging Order.

30 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Strengths of an LLC Designed to use the strongest features of corporations and partnerships Neither the members nor managers of an LLC are liable for the debts of the LLC Creditors of a member are limited to the Charging Order remedy There are no annual meetings required

31 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc An LLC is a pass-through entity It does not pay its own taxes Taxes paid by the members (owners) Taxpayers have no increased taxes as a result of using a pass through entity The characterization of income (long term capital gains, etc.) will pass through to the members Passive real estate losses may be used to offset gains of members

32 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Strengths of a Limited Partnership The limited partnership is one of the safest entities in which to hold assets The limited partners are not liable for the debts of the limited partnership There are no annual meetings required

33 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The assets in the limited partnership cannot be seized by a creditor of a limited partner The creditor is limited to a charging order against the limited partnership The limited partnership has been around since years of court precedence The only entity which is created pursuant to (almost) identical statutes in all 50 states Courts know what a limited partnership is and how it works

34 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Strengths of a Land Trust Easy to form and maintain Does not require filing with the Secretary of State Does not file a tax return Permits anonymity of ownership Permits transfer of ownership without transfer taxes or imposition of due on sales clause Extremely inexpensive

35 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The entities in which you have direct ownership should be formed in Nevada Strongest charging order in the country Minimal public information No disclosure of members or limited partners No state income taxes

36 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The entities which hold title to the real estate must be either: Formed in the state where the real estate is located; or If formed in another state, be legally authorized to conduct business in the state where the real estate is located

37 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Eliminates the need for probate Is not Domiciled anywhere Is not recorded with any agency Is a private document – no public disclosure of its terms Is quick – assets are transferred without delay to chosen heirs

38 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Your direct ownership should always be in a Nevada Entity Nevada has the strongest asset protection laws in the entire country Nevada has no personal or business state income tax Nevada has minimal public disclosure Direct ownership only in the Nevada entity protects your business because you do not directly own it. If sued, the plaintiff cannot touch the business

39 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The Following slides show some of the structures we form for our clients.

40 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The following slide shows the basic New York Business Structure

41 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Business in Home State (Single Member LLC) Nevada C Corp Nevada LLC You or Your Living Trust 100% Member 100% Member 100% Stock Manager

42 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The followig slide shows a basic real estate structure.

43 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Nevada C Corporation Nevada LLC Single Member LLC You / Your Living Trust Land Trust Title to Property Manager Single Member Ownership Beneficial Interest Holder Single Member LLC Land Trust Title to Property Beneficial Interest Holder

44 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc The following slide shows a basic medical profession structure in California

45 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc Surgical Center LLC (CA) Professional S Corp (CA) Nevada C Corp Client or Clients Living Trust Outsourcing LLC (CA) Nevada LLC Manager Managers

46 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc 1. $4, Nevada Corporation, Nevada LLC and Free Living Trust – a savings of $1, $4, – Nevada Corporation, Nevada LLC and Free New York LLC – a savings of $1,250.00

47 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc 3. $4, – Nevada Corporation, Nevada LLC and Free Utah Single Member LLC and Free Land Trust – a savings of $ $ – New York LLC – a savings of $

48 cssnevada.com Entity Structuring for Privacy and Asset Protection CSS Nevada - Corporate Support Services of Nevada, Inc 4535 W. Sahara Avenue, Suite 200 Las Vegas, NV (Fax) cssnevada.com Alan Russell, President CSS Nevada


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