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Information provided on this site is for general guidance only and
is often simplified. Actual IRS procedures are complex, and taxpayers
should obtain professional assistance or use IRS sources for complete
information.
Business
Activity TaxesSome states attempt to
tax out-of-state corporations on their in-state
sales.
DelawareA summary of the advantages of Delaware as
a corporate base
NevadaA summary of the advantages of Nevada as a
corporate base.
Nevada
As in all states, Nevada LLCs, 'S' Corporations
and Trusts have the tax advantages established
by federal law and described on our Forms
of Company page. Nevada has a zero rate
of state income tax.
There
are however some additional advantages of Nevada
incorporation, including:
Tight
protection against 'piercing of the corporate
veil'. In order to attack the foreign (ie
out-of-state) owner of a Nevada corporation,
a claimant must prove that the corporation
is influenced and governed by the person
asserted to be the 'alter ego', and that
there is such unity of interest and ownership
that one is inseparable from the other,
and that adherence to the corporate fiction
of a separate entity would, under the circumstances,
sanction fraud or promote injustice. In
23 years, the courts have only once backed
a claimant, and that was in a case of outright
fraud committed in Nevada itself.
Corporate officers and directors can be indemnified.
Under a 1987 law, corporations are allowed
to place provisions in their articles of incorporation
that eliminate the personal liability of officers
and directors to the stockholders of Nevada
corporations. Although Delaware and some other
states soon adopted similar laws, Nevada's
law remains as strong as any. In addition,
the Nevada Corporation Code allows for the
indemnification of all officers, directors,
employees, stockholders, or agents of a corporation
for all actions that they take on behalf of
the corporation that they had reasonable cause
to believe was legal.
Joint and several liability has been abolished
in Nevada in damage litigation. Nevada now
requires the court to assign a percentage
of fault to each defendant, from zero to one
hundred with the total equal to 100 percent.
Every defendant found liable is required to
pay a share of the total judgment no greater
than his/her fault.
Nevada's
corporate law is particularly favourable to
rights of small corporations. For instance,
under Nevada law officers and directors are
protected in cases of acts or omissions committed
in good faith, officers are exempt from monetary
damages, directors cannot be attacked for
breach of a director's duty of loyalty, and
both officers and directors are permitted
to undertake transactions involving undisclosed
personal benefit to the officer or director.
Delaware law is considerably less favourable.
Given
the combination of legal benefits offered under
Nevada law, large numbers of large and small
US and foreign corporations choose Nevada incorporation
even if their business activities are going
to take place in other states. Citibank is an
example.
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Our 16 constantly
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banking secrecy, the EU's savings tax directive, offshore
funds, e-commerce, offshore gaming and transfer pricing. Reports
are available for immediate downloading or as subscription
services with news pages.
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advice before committing themselves to involvement in offshore jurisdictions,
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