Incorporate A Small Business

TAXES: Incorporate and keep some of your Home Business Earnings. If you aren't incorporated you can only write off your expenses to the level of your personal marginal tax rate. If incorporated there is a large list of expenses which can be written off at 100%. Why use a Nevada Incorporation Service? WYOMING is a better choice. You can use online incorporation services and it's easier than incorporating Nevada. Delaware incorporating is 'Old Hat' for the 'Big Cats'. Florida business incorporation has nothing to compare with Wyoming.

THERE ARE NO STATE TAXES IN WYOMING ON CORPORATIONS. If you choose to incorporate in Wyoming your company may not pay State taxes at all. Stop for a minute and think what you paid last year in your States income tax. If you are comparing NEVADA and Wyoming, keep in mind that the NEVADA State Legislature, very recently, almost passed a tax on corporations. Don't gamble that this will not happen. Wyoming never has and never will have a state income tax on corporations. Wyoming has a budget surplus.

NEWS FLASH: LOSS OF PRIVACY IN NEVADA CORPORATIONS. As of June 1, 2005 NEVADA requires the Social Security number, date of birth, resident addresses, and telephone numbers of all shareholders, partners, officers, managers and members of all companies formed in the state. Read on and see why this needn't be an issue.

PRIVACY - Wyoming allows: Bearer Shares, Nominee Officers and Lifetime Proxies. Attorneys and Accountants are often asked to provide an anonymous 'company cover' for their clients, for added privacy. To do this you need to have possession of the 'bearer share' stock certificate and appoint nominee officers and/or directors for the company. This can be arranged in Wyoming. NEVADA does not have them.

STATE FEES: Wyoming initial state fees are 75% less than NEVADA's, after you include the 'HIDDEN' officer filing fees of $125, that they bill you for after you start your company and ADD the new $100 PER YEAR business license fee that they bill you after you start your company, NEVADA has one of the highest initial incorporation fees in the nation! Wyoming does not require a state business license and does not charge an officer filing fee. Wyoming's second year fee is one of the lowest in the nation at $50. All this means a quality company package in Wyoming is much less expensive overall than in NEVADA. And the subsequent years state fee will be over 77% less every year in Wyoming!

ASSET PROTECTION: A Wyoming corporation or LLC offers its officers and directors a higher degree of protection from lawsuits filed by disgruntled creditors or over zealous plaintiff attorneys. Doing business as a Wyoming Corporation or LLC can give you greater asset protection and business privacy. The more information about you that appears in the public record the easier it is for you to become a target. It's not pleasant to be targeted in our litigious society by Attorneys seeking a 'Deep Pockets' Straw Man. The assumption is that an out of court settlement is cheaper than court. Wyoming will ask only for a simple 'Annual Report' which requires disclosure of only those assets located within the state of Wyoming and the name of one person, usually the one who submits the report.

The first LLC statutes in the United States were instituted in Wyoming in 1977. Wyoming has had limited liability companies available longer than any other state and has strong laws protecting the members and managers of an LLC and also the officers and directors of C corporations.

So, Wyoming HAS: *No State Income Taxes *Privacy allowed *Shareholders are not listed with the state *Best Asset Protection Laws *Bearer Shares are allowed *Nominee officers are legal *Citizenship not required *State tax not being considered *Wyoming draws little attention *No NEVADA 'Stigma' *Lower Startup Costs

Wyoming doesn't have:

*Personal income tax *Corporate income tax *Inventory tax *Gross receipts tax *Franchise tax *Burdensome regulations *Disclosure of shareholders *Business or 'per-capita' tax *Excise tax *Sales, property and inheritance taxes are among the lowest in America

Some Other Advantages:

*Most states limit the number of shares that you are authorized to issue; in Wyoming you can issue as many shares as you wish (without any additional costs or fees) by simply making the proper entries in your Articles of Incorporation. If you intend to eventually take your company public, unlimited shares will be of great importance to you.

*Some states require that you have more than one person to serve as the various officers and directors of your corporation. In Wyoming you can be all Officers & Directors yourself. This can allow you great flexibility and control over your Corporation.

*An astonishing level of anonymity can be yours. The suggestion is NOT that you need to be 'secretive' and certainly not that you do anything illegal or even improper. Today's state of affairs can lead to your involvement in a lawsuit or litigation for merely appearing to have assets. Some consider you 'Rich' if you have money left after Taxes. This perception of 'wealth' alone can make you a target. Wyoming allows you to use 'nominee officers/directors', meaning that anyone you choose can appear on the public record in your place offering you great financial privacy. You may also use nominee or 'third party' shareholders who can be the owners of record of the stock which you control. This type of service is available on a Fee Schedule depending on the level of service required by the Client. As an officer or director you cannot be held responsible for the debts of the corporation - Wyoming law is quite strong in this respect and holds generally that as long as you did not intentionally break the law you are protected from claims against the corporation.

*Minimum Red Tape: Low annual fees - The annual fees In Wyoming are based solely on the value of corporate assets located within the state. The minimum is $50 and a million dollars worth of assets within the state of Wyoming would cost you only $200. That's right, $200 in fees for every million dollars worth of assets that you keep within the state of Wyoming. There are no fees for assets outside of the state. So almost all businesses that are incorporated here only owe a fee to the state of $50.00 per year. Wyoming requires no minimum capitalization. You can fund your corporation with as little as you wish. It is generally a good idea to capitalize at a level that is appropriate with others in your industry or business, especially if you are looking for Joint Ventures. Wyoming does not require that you hold your annual meetings in Wyoming. In fact you never actually have to set foot in the State, although The Tetons and Jackson Hole are places everyone should see. Maui makes for a nice Annual Meeting. Use your imagination.

LIFETIME PROXY: When asked late in life how he accumulated a personal net worth upwards of one billion dollars, John D. Rockefeller reportedly replied that the 'secret' was 'own nothing and control everything'. That is good advice for many reasons (no one can take from you something you don't own) but it is sometimes more easily said than done. By allowing another person or entity to own shares in a corporation, you can use proxies to maintain complete control. The problem is that most state laws require proxies to expire and be subsequently renewed every six or seven years. This could be a problem if the 'Legal Owner' decides not to renew your proxy. Wyoming allows for lifetime proxies thereby protecting you from that development.

One More Feature: If you already have a corporation - Once again Wyoming offers unparalleled flexibility. By filing a few simple forms your existing corporation can become a bona fide Wyoming Corporation. Your existing corporation can retain its original incorporation date after becoming a Wyoming corporation. Anyone examining the Wyoming public record will see a corporation dating back as far as your current corporation does. You can promptly become a Wyoming Corporation without losing the many benefits of the longevity and continuity of operation.
C R Ellsworth is retired from Corporate America and living in the 'Great Northwoods'
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