Bongiovi Law Blog


Business Formation

 

25
Saving Money with an Out-of-State Entity? Maybe Not.
I recently met with a client who had formed a Wyoming LLC because it appeared that he would save a few bucks on fees.   He lives and works in Nevada and has no other connection to Wyoming other than the LLC he formed.  I asked him if he was aware of and complying with the law (NRS 86.543) that requires him to register in Nevada as a forei...

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19
What Types of Records Should Be in My Corporate Book?
Recently, I made a pretty compelling argument for maintaining a corporate book, if I do say so myself.  Now that you're convinced, what types of records should be included?  Generally speaking, you should include records of corporate meetings of members or shareholders, action taken without holding a meeting first, and approvals of common...

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12
Why Do I Need a Corporate Book?
When you form an LLC or a corporation with a commercial formation company, you'll usually receive as part of the package a fancy-looking fake leather binder, sometimes with a heavy metal document sealer thingy.  Often, this binder sits on your shelf, gathering dust, doing you and your company absolutely no good.  There are many reasons to...

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22
Why You REALLY Need an Operating Agreement
I'm super serious this time. Lately I've heard from a number of business owners whose partners have stopped contributing to the business, financially or otherwise, and the business owner calling me simply wants out.  Of course, it's rarely simple. A few callers are lucky in that the company has not yet transacted any business and therefore n...

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04
Small Business Horror Story #3: If You Don't Listen to Your Gut, at Least Listen to Your Lawyer
A potential client called me.  We'll call her Helen.  Over the last ten years, Helen's partner "Jane" had perfected this FABULOUS idea that would make them both rich.  Six months ago, Helen quit her lucrative job and had since worked full-time assembling Jane's scraps of papers and mental notes into a formal proposal they could shop ...

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14
 When you're applying for a loan, opening a bank account, or doing business with a vendor, you're often asked whether your company is in good standing.  Sometimes, you'll receive a notice in the mail saying your entity is in default but the notice doesn't exactly look official and you aren't sure. How can you find out whether your ent...

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10
PRESS RELEASE: If you formed a Nevada entity as a shell corporation or in order to evade taxes, launder money, or violate securities laws, Nevada Secretary of State Ross Miller and his newly-appointed Corporate Ownership Fraud Task Force are coming for you.  The Secretary's office is working closely with the IRS to fight these fraudulent activ...

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05
Small Business Horror Story #2: No Operating Agreement and the "Eraser"
I recently met with one member of a two-member LLC with no operating agreement.  We'll call my client Jane and her partner Joe.  Jane was concerned because Joe was engaging in activities that could jeopardize reimbursements the company receives from the government for the services it provides.  Jane voiced these concerns and Joe prom...

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