Nevada vs Delaware – The Great Debate

It’s a question almost every startup client asks – should we incorporate in Nevada or Delaware?  This is becoming a hotly contested debate among lawyers, investors, and startups.  As was drilled into your head in business school, Delaware is a very business-friendly state.  It’s known for its business-friendly laws, a solid history of business-friendly legal precedent (court decisions), and a chancery court that handles only business matters in a more skilled, expeditious manner than the general court. Nevada, being pretty quick on the uptake, has basically copied and pasted Delaware statues into the Nevada Revised Statutes to provide the foundation for a business-friendly environment to be built out further with case law.  We also have a business court which, similar to the Delaware chancery court, handles cases

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Myth Of An S-Corp

I’m Gina Bongiovi, and I’m a lawyer who works with start-ups and small businesses. And in this video, I’m going to talk about the myth of forming an S Corp. I have a lot of clients that come to me or they call me and they say I want to form an S Corp. It’s kind of a technicality, but that’s not exactly possible. And let me explain why.

First of all, the IRS allows entities like LLCs or corporations to elect be taxed certain ways. So basically there are two different worlds–you have a legal world over here where you choose your entity, your full proprietorship, general partnership, limited partnership, LLC, corporation, and then on this side, then you have the opportunity to choose how you want your

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Benefit Corporations

On January 1, 2014, the Nevada Secretary of State began accepting filings for a new entity, the benefit corporation, or “B corp.” Traditional corporations labor under an obligation to turn a profit for shareholders.  A corporation’s failure to do so can result in a shareholder derivative suit, where the individual shareholders sue the management or board for failure to keep profits in the crosshairs.  Companies turning an eye toward social change and community activism have recently struggled with whether to incorporate as a for-profit business or as a non-profit.  The benefit corporation is a marriage of the two. A concept pioneered by globally conscious retailer Patagonia, the benefit corporation allows a for-profit company to subordinate its fiduciary duty to turn a profit to a larger, more “beneficial” goal.  Whether a

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Should I Incorporate My Business?

I’m Gina Bongiovi. And I’m a lawyer who works with start ups and small businesses. And in this video I’m going to talk about whether or not you should incorporate your business.

So if you’re in business and the most formal thing you’ve done thus far is print business cards, then you’re operating as a sole proprietor. And what it means when you’re operating a sole proprietor is God forbid somebody sues you for something you did in your business, they can get at your personal assets if they win a lawsuit.

The purpose of forming an entity like an LLC or a corporation is that you’re then doing business as the LLC or the corporation and you’re not doing business as yourself. So the LLC and the corporation

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Tips for Nonprofit Organizations

If you are interested in forming a nonprofit corporation in Nevada, here are some helpful hints.

State and Federal: You MUST register your organization both with the State of Nevada and then file with the IRS.  Because your 501(c)3 tax-exempt status comes from the IRS, registering as a nonprofit corporation just with the state doesn’t cut the mustard. Registration and Licensing: You MUST register the organization as a nonprofit corporation with the State of Nevada, before filing Form 1023 with the IRS. The filing fees for registering a nonprofit in Nevada are significantly lower than the fees in a for-profit business, but you still have to register. You also have to name a Tips for Nonprofit Organizations

How To Choose Your Business Address

How To Choose Your Business Address

 

I’m Gina Bongiovi, and I’m a lawyer who works with start-ups and small businesses. In this video series, I’m walking you through the steps on how to start a small business in Las Vegas. We already covered naming your business so if you missed that video it’s on the link below the like button. Now we’re going to talk about how to choose your business address.

This seems like a silly issue, but it can actually have some ramifications.

You want to keep in mind the business address you register with the secretary of state is public record. If you’re doing anything that you might have people who don’t really like you very much, you might not want

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How to Name Your Business

I’m Gina Bongiovi. I’m a lawyer who works with startups and small businesses. In this video, I’m going to discuss how you choose a name for your business. While it may seem like a very easy thing to do, that you just choose your name, it’s actually not. You have to take a lot of things into consideration when you’re first naming your business, and a lot of those decisions depend on information that you probably don’t have, like your exit strategy. Even though it sounds a little strange to be talking about your exit strategy when you’re trying to start your business, it’s really important.

For example, if you plan on eventually taking your business national, you probably don’t want to have Las Vegas,

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How to Start a Business in Las Vegas Video Series

I’m Gina Bongiovi. I’m a lawyer who works with startups and small businesses. Whether you’re in the startup phase or whether you just have an idea rolling around in your head you might want to turn in to a business one day, you need to know how to start a business in Las Vegas. If you’ve done any research, you have found out that the process is pretty complicated and involves a whole bunch of steps; you have to go to a bunch of different agencies, you have to figure out a name, you have to figure out what entity you want to be, you have to figure out what sort of tax permit you need from the state, how you want the IRS to

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Who Owns a Group Project?

A few weeks back I was a coach for Startup Weekend.  Basically it works like this: a bunch of entrepreneurs get together Friday night and each has a chance to pitch his or her idea.  The group as a whole narrows the field to about a dozen ideas and the people whose ideas were not chosen redistribute themselves among teams.  Then the teams work tirelessly over the next 52 hours to develop the idea into a working prototype which they then pitch, as a group, to a panel of judges.  The judges can include venture capitalists, consultants, and angel investors.  The team that won last year just garnered about $750,000 in funding.  So this is a big deal.

Over the course of the weekend, the same

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Nominee Service and Anonymous Owners

anonymous

I often get calls from people wanting to incorporate in Nevada because they’ve been told that Nevada allows anonymity for business owners, usually through what’s called a nominee service. 

Because this is a HUGE risk for businesses, I need to clear this up.

Nevada does not provide anonymity for business owners. When you form an entity, you are required to disclose the names of the manager or members if an LLC or officers if a corporation.  This information is published on the Nevada Secretary of State’s website.

Some companies will provide what’s called “nominee service” where the company lists itself as the manager/member/officer to provide the actual business owners with privacy.  Notably, no law firm that I can find will provide this service.

Appointing a nominee is

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