Posts Tagged ‘Technology’

Delaware vs. Nevada vs. Wyoming: Comparing Incorporation Heavens.

September 23rd, 2022

It is commonly recognized today that Delaware, Nevada and Wyoming can all be called “incorporation friendly” states due to their corporative laws and relatively low (or non-existent) fees and taxes. However, how would a person choose between the three? This article runs a comparison between the three states, summarizes the differences, and presents conclusions and tips to help you make a more educated choice of incorporation state.

It is commonly recognized today that Delaware,Guest Posting Nevada and Wyoming can all be called “incorporation friendly” states due to their corporative laws and relatively low (or non-existent) fees and taxes. However, how would a person choose between the three? This article runs a comparison between the three states, summarizes the differences, and presents conclusions and tips to help you make a more educated choice of incorporation state.

Delaware is good for big business

In general, Delaware, through its developed legal system and laws protecting shareholder rights, is geared toward the large complex public corporation, whereas and Wyoming are more attractive to the small privately held corporation. Delaware law tends to protect the rights of boards of directors and shareholders, while Nevada and Wyoming tend to favor management.

Does it mean Delaware is not the best place to incorporate your new business? Not necessarily. The choice to incorporate in Delaware depends on the long term goals of your corporation.

Delaware has an excellent body of corporate case law spanning 110 years regarding such matters as management / shareholder issues and mergers / acquisitions, and that’s precisely why the Fortune 500 are drawn to this state. Delaware laws tend to be “pro-management” when it comes to minority shareholder disputes. Huge public companies have literally hundreds of such disputes pending in the courts on any given day.

So if you are aiming to grow your company to become a Fortune 500 company (or at least planning it to attract VC investors and possibly go for IPO one day), Delaware’s case law offers many insights into what you can and cannot do, and what the likely consequences may be.

Unfortunately, Delaware also has corporate income tax, personal income tax, a state franchise tax, reporting requirements and regulations compelling disclosure of substantial amounts of information resulting in far less privacy for you. That makes Nevada and Wyoming much more attractive for small privately owned businesses.

Nevada or Wyoming?

Here are some things you should consider when choosing between those two states:

1. Information sharing with IRS:

Nevada is famed as the only state that does not share information with the IRS. Although that fact by itself is true, there are few things that you should know about it.

First of all, Wyoming does share information with the IRS, but only the information given by companies with real assets inside the state. So if you don’t have any real estate in Wyoming you are as protected in that regard as in Nevada.

Second, Nevada makes IRS mad. That means if you are in Nevada the IRS is targeting you because you are in a “non friendly” state.

Wyoming Now Joins Nevada As One of the Premier Incorporation Centers in the United States

March 15th, 2022

As one of the few states without a corporate income tax. Wyoming now joins Nevada as one of the premier incorporation centers in the United States to provide ease of use. liability protection, financial privacy and tax savings.

In 1989. the Wyoming Legislature passed a new legislation that revolutionized their corporation laws. The law called the Wyoming Business Corporation Act, is unique in many key areas and creates corporate possibilities that are simply not available elsewhere. The advantages are in the following key areas:

(1) No corporate income tax and no tax on corporate shares,
(2) No state franchise tax,
(3) Annual fees are based on value of corporate assets within Wyoming,
(4) One person may be all required corporate officers and directors.
(5) Stockholders are not filed with the State,
(6) No annual report is required until the anniversary of the incorporation date,
(7) Articles of Incorporation may provide for unlimited stock without a requirement for stating par value.
(8) Corporations with less than 50 shareholders are not required to have a board of directors meeting, minutes, and other paperwork associated with having a board, without affecting the corporate veil,
(9) Wyoming statute has provisions for “bearer scrip” which can be used when stockholders capitalize the corporation in increments less than the par value of the stock,
(10) Wyoming allows for nominee shareholders.

In addition, Wyoming adopted the nation’s first Limited Liability Act in 1977 allowing for this type of entity to be unique. First, Wyoming requires a form of the word “limited” in the entity’s name. Second, the entity is given full juristic personality. This means that an LLC is a distinct statutory entity that can transact business and hold property in its own name. Third the partnership concept which permits a partner to the company. Fourth, Wyoming’s Act provides that the LLC must be dissolved upon the death of a member.

A very effective an useful Asset Protection entity would entail the use of a Wyoming Corporation or LLCs. The specific arrangement would depend on your particular circumstances, business activity, and the type of assets owned. If you are engaged in any business or if you own property, we recommend that you take necessary steps to arrange your affairs in order to maximize, the income tax. estate planning and law suit protection techniques currently available.