Minimal Reporting and Disclosure Requirements. Stockholders & Officers are NOT required to live or hold Meetings in Nevada or even be a U.S. Citizen.

Transcription

1 Incorporate your Business: Home Based Business Real Estate Purchases Internet Dot Com Property Management Retail Store Automotive Shop Investments Church Charity & More Why Incorporate? Incorporating can offer your Business or Dot com many advantages. A corporation is a separate legal entity whose debt and taxes are separate from its owners (shareholders) thereby offering the greatest personal protection of all business structures. By incorporating today, you can start saving thousands of dollars in taxes, protect your assets, limit your liabilities and increase your options for raising capital from $50,000 to $300,000 and could be more. Of all States Nevada is the Best! Why Nevada??? Nevada offers no State Corporation Income Taxes or personal income taxes, no taxes on corporate shares or no Franchise Taxes. Nevada has no information sharing agreement with the IRS and Stockholders are not a matter of public record. There are minimal disclosure requirements along with significant additional protection for stockholders. In fact stockholders are totally private in Nevada. Under Nevada s modern corporate laws, expediting your filings permits your new corporation to be set up as little as 24 hours. No Corporate Income Tax. No Taxes on Corporate Share. NO FRANCHISE TAX. NO Personal Income (STATE) Tax. NO SELF-EMPLOYMENT TAX No I.R.S. Information Sharing Agreement. NOMINAL ANNUAL FEES. Minimal Reporting and Disclosure Requirements. Stockholders are not Public Record. Stockholders & Officers are NOT required to live or hold Meetings in Nevada or even be a U.S. Citizen. PHILUSA INCORPORATED 1555 East Amar Road # B-123, West Covina, CA , U.S.A. Toll Free Office: Toll Free Fax: Doing Businesses As Biggest In Tax Savings Company (For Corporate Tax Filings) Build A Wealth Company (For Corporate Credits Profiling) Established since All Rights Reserved by Philusa Incorporated These nine (9) pages Application Form is protected by copyright. No part of it may be reproduced or copied in any form or any means without written permission from Philusa Incorporated SOS/CA P/U time: 4-5 weeks 1

2 Ready to Incorporate your Business? Our service makes incorporating your business simple, fast and affordable. Benefits of Incorporating: 1- Personal Asset Protection 3- Ability to raise capital more easily 5- Potential tax advantages 2- Enhanced credibility 4- Perpetual existence 6- And, many more Why choose a C-Corporation? When registering a company, C-Corporation or C-Corp is the most common corporation type, but it isn t always the top choice for small business owners. C-corporations provide limited liability protection to owners, who are called shareholders, meaning owners are typically not personally responsible for business debts and liabilities. C-corporations may also offer greater tax advantages because of an expanded ability to deduct employee benefits, which are most often used by growing businesses. C-Corp advantages: C-corporations typically provide a number of advantages: Limited liability protection. > Owners are not typically responsible for business debts and liabilities. Unlimited owners. > C corps can have an unlimited number of shareholders. Easy transfer of ownership. > Ownership is easily transferable through the sale of stock. Unlimited life. > When a corporation s owner incurs a disabling illness or dies, the corporation does not cease to exist. Raise capital more easily. > Additional capital can be raised by selling shares of stock. Credibility. > Corporations may be perceived as a more professional entity than a sole proprietorship or general partnership. Lower audit risk. > Generally C corporations are audited less frequently than sole proprietorships. Tax deductible expenses. > Business expenses may be tax-deductible. Self-employment tax savings. > A C-corp can offer S/E tax savings, since owners who work for the business are classified as employees. How do you form a C-Corporation? In order to register a company as a C-corporation, Articles of Incorporation (sometimes called a Certificate of Incorporation, must be filed with the state and the necessary filing fees paid. Upon incorporation, C-corporations are also required to adopt bylaws, hold an initial meeting of directors and shareholders, and issue shares of stock to owners. California Facts for C-Corporations Here are some key facts you should know as you consider forming a C-corporation in California. At the time of incorporation, California requires you to take the following additional steps: Initial report. California requires corporations to file a Statement of Information within 90 days of incorporation. California also has the following ongoing requirements: Annual report and franchise tax. California requires corporations to file a Statement of Information annually during the first six-month period ending the last day of the anniversary month of the incorporation. The fee for the Statement of Information is $25. California also has a minimum annual franchise tax of $800 due the 15th day of the third month after the close of the year, but corporations are exempt from this tax for the first year. Corporate records. California requires corporations to keep extensive records at the principal place of business. What is a Registered Agent? When incorporating a business or registering an existing company to transact business in any state (also called foreign qualification), you are required to have a registered agent in the state of incorporation or qualification. The term registered agent is one that most new business owners have never heard. This article helps you to understand what a registered agent is and the role it plays. A registered agent receives important legal and tax documents on behalf of a business, including important mail sent by the state (annual reports or statements); tax documents sent by the state s department of taxation, and Service of Process sometimes called Notice of Litigation, which initiates a lawsuit. About the registered agent There are certain requirements a company s registered agent must meet and characteristics around who can be a registered agent and how the registered agent s information is treated. 2

3 Availability and physical address. The registered agent must be available during normal business hours and have a physical address in the state of incorporation or qualification. Post office boxes and private rented mailboxes are not allowed Address is publicly-accessible. Additionally, the registered agent s address is a matter of public record, meaning anyone has access to it. A company s formation and foreign qualification documents filed with the state are publicly-accessible. In states that do not require a company s legal address the formation or qualification documents, the registered agent s address is the only address on file with the state for that company. Acting as a registered agent. Individuals can act as a registered agent for a business. For example, if you have a physical address in the state where you form your corporation or LLC, you could name yourself as the agent. You could not, however, name your new company as its own registered agent. In order for a company to act as a registered agent, it must typically be approved to do so by the state in question. Professional registered agent service provider. As your professional registered agent service provider, Philusa, Inc. s Business Services Filings: Reminds you of upcoming compliance requirements and deadlines, such as the due date for the annual report required by your state of incorporation. Provides software to manage important corporate records and documents. Offers forwarding to you to access to important documents. Monitors your company's status in the state(s) where it is registered. Adopting a business name A doing business as (DBA) filing is an official and public way to register a business name with either the state or a local jurisdiction, such as a county. A DBA name is also called an assumed name, fictitious business name or trade name. Why a DBA is important DBAs allow sole proprietorships and general partnerships to conduct business under a name other than the owner s or owners personal name(s). For C-corporations, S-corporations, limited liability companies (LLCs), limited partnerships (LPs), limited liability partnerships (LLPs) and nonprofit corporations, filing a DBA allows them to transact business using a name other than the official company name that is included in the incorporation documents. Once the DBA filing is approved, the business can use the name as its official business name and: Open a business bank account Create stationery or business cards Develop advertisements and/or list the company in Directories: Yelp, Facebook, Yahoo, and Google listings Undertake transactions on behalf of the company Common reasons for filing a DBA There are a number of reasons why business owners choose to file a DBA, and these reasons may vary by business type. Common reasons include: To transact business under a name other than the official name of the company or the sole proprietorship. A DBA allows a sole proprietor, corporation or LLC to name the business something other than the legal name, which in the case of a sole proprietor is the name of the individual. Open a business bank account. Banks typically require sole proprietorships and general partnerships to have a DBA before opening a business bank account. Additional business credibility. Having a DBA can lend additional credibility for sole proprietorships and general partnerships. New name for new business activity. Often a DBA name is used when a company wishes to enter a new line of business or to market a new product or service. Domain name as DBA. A DBA can be filed in order for a company to transact business under the company s domain name. Public notification. Filing a DBA notifies other businesses that the name is in use, as the DBA name becomes part of the public record. 3

4 Incorporate In California &/or Nevada. No SSN? - OK! = Apply for TIN! Complete and Fax to Toll Free Step 1. Proposed Name of Corporation Name of Corporation Alternate # 1 Alternate # 2 Note: Your corporate name MUST end with either: Incorporated Inc. Corporation Corp. Check one: [ ] For Profit or [ ] Non-Profit / Under Section 501(c)(3) Step 2. Contact Information Please provide us with your contact information so that we may contact you for order confirmation. The shipping address you provide will be for our company only, your corporate package and documents will be shipped to this address. Contact Name: Shipping Address: County: Daytime Phone: Fax: Example: Los Angeles County Evening Phone: Step 3. The Corporation s Principal Business Address This address must be a physical address. This address MAY be (but is not required to be) in the state of incorporation. County: Example: Orange County Step 4. Registered Agent Services Recommended Service - $50 application fee / $50 yearly renewal fee To provide an additional layer of privacy for your corporation and avoid risks associated with the acting as your own Registered Agent, let us the Philusa Incorporated provide you with a Resident Agent, us! Be sure you understand the requirements of your state before acting as your own Registered Agent or appointing one yourself. SPECIAL REQUIREMENT FOR REGISTERED AGENT ADDRESS The Registered Agent MUST be a physical address within your state of incorporation. NO P.O. Boxes or Private Mail Boxes (PMB s) are allowed. Full Name: Philusa Incorporated California Corporation CA Address: 1555 East Amar Road # B-123, West Covina, CA County: Los Angeles Co. Full Name: Philusa Incorporated Nevada Corporation NV Address: 5805 W. Harmon Ave., # 32, Las Vegas, NV County: Clark Co. Daytime Toll Free Phone: Toll Free Fax:

5 Step 5. Officers of the Corporation President: Step 6. Vice President Secretary Treasurer Assistant Secretary Assistant Treasurer Directors of the Corporation You may list up to four directors. If you have fewer than four, simply leave additional fields blank. If you have more than four directors, please complete your application and contact us toll free at: during normal business hours so that we may include your additional directors (additional fees may apply). Director 1 Full Name: Director 2 (skip if none) Full Name: Director 3 (skip if none) Full Name: Director 4 (skip if none) Full Name: Step 7. Type of Business Briefly describe, in less than 10 words, the type of business your corporation will be conducting. Example: Computer Sales and Service or Misc. Internet and Web Design Services. Business Description: Step 8. Capital Stock Authorized Many states begin charging additional filing fees and taxes as the number of authorized shares begin to increase. By default, your articles of incorporation are filed with 75,000 shares of authorized stock. Number of Authorized Shares: # Par Value: Special Note: To qualify for the minimum state filing fees, the number of authorized shares for your corporation cannot exceed 75,000 shares for Nevada; all others please leave it blank. 5

6 Step 9. Shareholder Annual Meeting Date When would you like your corporation to hold its annual meetings? Annual Meeting Date: The second Tuesday in March or (Or, Your Preferred Date Here) Step 10. Corporate Fiscal Year December 31 denotes a standard Calendar year as your accounting period. Corporate fiscal year shall end on: December 31 Step 11. SSN for the Corporation (FEIN - IRS Form SS4) Note: We can get this in 30 minutes for $50 only. Recommended Service - $50 fee = Check or Money Order. Make Your Tax Deductible Payment To: Philusa Incorporated. Before your corporation can open a bank account, you MUST obtain a Federal EIN, Complete this section to have Philusa Incorporated prepare this form for you so that we may OBTAIN the FEIN for you from the IRS. Note: For $30.00 FEE, Philusa Incorporated will ONLY PREPARE the application for you and include it in your package; an officer in your corporation must call the telephone number of the IRS to obtain the FEIN, phone number will be provided on the application form. 1. President s Full Legal Name: 2. President s Social Security Number: or, ITIN: 3. Contact Info. for the above-named President / Phone: Fax: 4. Briefly Describe the Corporation s Business Activity Before: 5. Before Incorporation, this business was: [ ] Not in Existence [ ] a Sole Proprietorship [ ] a Partnership 6. Closing Month of the Accounting Year: December Will the corporation have employees? [ ] Yes [ ] No If employees, what date will you first begin paying wages? (Estimate Only) 8. Estimates the highest # of employees your corporation will have over the next 12 months. 9. Is the Principal Business Activity Manufacturing? [ ] Yes [ ] No If so, what are the principal product produced and the raw material used? 10. To whom are most of your products sold or services rendered? [ ] Public [ ] Business [ ] Other: Please Specify: Step 12. Business Tax Application (Business License / Permit) Recommended Service - $200 fee - PLEASE NOTE that if you are in business in the unincorporated area of Los Angeles County, or in the cities of Agoura Hills, Calabasas, Diamond Bar, Malibu, Santa Clarita or Westlake, you may need a Business License from the Los Angeles Treasurer and Tax Collector. We can get all of this in two (2) business days for $ only (price includes a notarized copy of your ID card, our time, cost of transportation and parking fee). Note: For $50.00 FEE, Philusa Incorporated will ONLY PREPARE the application for you and include it in your package; an officer in your corporation must bring an ID card and visit the City of Los Angeles, Office of Finance at 200 N. Spring St., Rm. 101, Los Angeles, CA Cost: A nonrefundable fee must be paid at the time of application for a Business License. Also, a renewal fee is charged annually to renew a Business License. Fees vary based on the type of business. The rates of initial and renewal fees are established annually by the Los Angeles County Board of Supervisors. Step 13. Fictitious Business Name Searches and/or FILINGS Recommended Service - $150 fee - PLEASE NOTE: Business name searches and/or filings can be conducted in person by one of our representative for two (2) two weeks only (price includes a searches, filings, required advertisements for four (4) consecutive weeks, proof of publication, our time and cost of transportation from and to: Imperial Highway, 2 nd Floor, Searches, Room 2207, Filings, Room 2001, Norwalk, CA Office Hours: 8am-5pm, M-F ). Name of Business Example of Business Name: Alternate # 1 Alternate # 2 The Build A Wealth Company A Division Of: Philusa Incorporated The Biggest In Tax Savings Company A Division Of: Philusa Incorporated 6

7 Step 14. Products and Services Ordered = (All Are Tax Deductible Business Expenses) Select the products and services you would like to order below. Your order total will be calculated by YOU and checked by US. Payment may be adjusted to reflect correct amount as stated below for forming A General, For-Profit Corporation in Nevada or any other states. Check must be payable to Philusa Incorporated. STATE PHILUSA Services Total X Fee Fee CA CORPORATION (Corporate Name Search / Filing of Articles / Form 2553 S Corp Election) x Express Filing 72 Hours LLC / Limited Liability Company Express Filing 72 Hours Corporate Kit (Dry Seal / Stock Certificates / Minutes / ByLaws in Attorney Special Book & Binder) x Registered Agent (Service of Process / Renewal of Information or Directors, Officers & R/A) x DBA: (Doing Business As) / Fictitious Business Name Statement File & Publish / Renewal Filing Abandonment or Withdrawal Publish Only Express Next Business Day filing Private Mailboxes (Receiving and Call-In Service Only) 12 months or 1 year = $ [ ] Business License / Permit or [ ] Sellers / Wholesale Permit Prepare Tax Application Only / Renewal on or before end of February Peace of Mind Fee (All Year-Round Corporate Matters Office Consultation by Appointment Only) Federal Tax ID Number (IRS Form SS-4: Employer ID Number / Tax ID Number) Obtain the FEIN for you from the IRS Prepare Only the SS-4 Form and you Obtain the number from the IRS Individual Tax ID Number (IRS Form W-7: ITIN Application with Notarization of Two (2) ID Preparation with Income Tax Return (Short Form EZ-$35.00 / Long Form-$100.00) For 1 owner(s) and 1 business name, $5.00 for each additional name 2 In Addition to regular service charges 3 If ordered together with the Corporation / If ordered separately = $ Cost of Basic Incorporation = $499 / LLC = $399 ( FOR NON-PROFIT / Under Section 501(c)(3), Please Add $ Only ) Step 15. Payment Options Tax Deductible Business Expenses Payable to: Philusa Incorporated. Choose a payment option from the selection below. Credit card orders will be charged additional 3% and will be processed immediately. For all other orders a representative of Philusa Incorporated will contact you to confirm your order. 1. SECURE CREDIT CARD AUTHORIZATION (Immediate Processing) Card Type (Select One) [ ] Visa [ ] AmEx [ ] Discover [ ] MasterCard [ ] Credit Card Number Card Expiration Date Person s name as it appears on Card Credit Card Billing Address City / State / Zip Code Cardholder Phone Cardholder 3/4-Digits (back of card) 2. TELEPHONE AUTHORIZATION We will call you within 24-hours to confirm your order and obtain credit authorization via telephone. 2. TOLL-FREE FAX AUTHORIZATION - Toll Free Fax: to expedite then call Include Credit Card Authorization for Immediate Processing OR a representative will call you for confirmation. 4. CORPORATE MAIL AUTHORIZATION 1555 East Amar Road, # B-123, West Covina, CA , U.S.A. Mail-in a check, money order, or credit card authorization for payment. Step 16. Comments about Our Service (optional) 7

8 Step 17. Referral Program > Get $100 for every sign-up Philusa, Inc. will help you start to reach your long-term financial goals with our corporation s referral program. Send your referrals to Philusa Incorporated and get $100 for EVERY single sign-up every time. No limits! Philusa Incorporated is committed to paying you $100 for every single sign-up for the next twelve months. That's $100 for every sign-up you send in every time regardless of how much referrals you have, how big your site is or how many sign-ups you send. With incredible payouts on the horizon, this is the time to call all your friends and colleagues who are looking to start their own business and tell them about us. We're here for the long haul, and our goal is to partner with people whose long-term interests include long-term profitability. If you've never promoted us, this is your risk-free opportunity to cash in. When we make money, you make money; and Philusa, Inc. is committed to making your long-term financial goals into achievable milestones. Affiliate Rules 1. You may refer as many people as you can to us. We have the best convert rate in the industry, so keep track of your referrals. 2. For every person you refer to us who signs up, you ll receive $100 / sign-up. 3. You will get paid between the 1st and 4th day of each payment period for the previous payment period earnings. 4. For every person who request for more information, you will receive $1 5. If you choose to use our banners or the Philusa Incorporated site name, you do not have any rights to keep or alter the banners or alter the site name. 6. Do not use to promote the site. Do not send traffic to us from any illegal sites. If you do, your Affiliation will immediately be terminated, with no prior notice. 7. Philusa Incorporated has the right to terminate the Affiliate program at any time, with no prior notice to Affiliates. In the case that the Affiliate program is cancelled, you will be paid all of the money due to you. 8. If you do not send at least twelve persons to us in twelve months, we reserve the right to suspend your affiliation. 9. You may have no more than one Affiliate account. [ ] Please contact this interested person/s for setting-up a TAX HAVEN of the WEST NV Corporation! 1. Name: Phone ( ) am / pm best time to call. 2. Name: Phone ( ) am / pm best time to call. 3. Name: Phone ( ) am / pm best time to call. [ ] By checking the box, I/we acknowledge that I/we have read and agree to be bound by Philusa Incorporated. I/we acknowledge that neither Philusa Incorporated nor any of its employees or agents has provided me with any legal services or legal advice. This application if paid by incorporator/s must be completed in 30 days and submitted to us for processing. If paid and submitted or none has been submitted to us for processing, all payments will be voided and no refund of all monies paid due to applicant/s. All orders when received by us are FINAL and NON-REFUNDABLE. If the Secretary of State REJECTED your application then we have to re-send a second app until APPROVED. Cardholder s &/or Applicant's Signature over Printed Name Authorized Signature over Printed Name Date Date Start Date of Processing: Date of Completion: PHILUSA INCORPORATED 1555 East Amar Road, # B-123, West Covina, CA , U.S.A. INCORPORATE BUSINESS CONSULTATION FEE = $50.00 PER HALF HOUR To protect our business productivity, after the one-on-one and you re still undecided, we still have to charge you a consultation fee of $50/half-hour but we ll credit you with the same amount when it s a GO! 8

9 The Complete Corporate Kit Includes: 3 Ring Padded Binder with corporate name on spine. Alligator look-a-like slips case. Corporate Seal with pouch. 21 Customized Stock Certificates with corporate name. Stock Transfer Ledger. Checklist, Instructions and worksheets. 8 Tab Dividers. Customized Minutes with corporate name. Customized Bylaws with corporate name. Customized Agreements and Plans with corporate name. o o Waiver of Notice and Minutes of Annual Meeting of Directors. o Minutes of Special Shareholders Meeting. o Notice of Annual Meeting of Shareholders. o o Waiver of Notice of Organizational Meeting of Directors. o o Director(s) Resignation. o Notice of Special Meeting of Shareholders. o Notice of Special Meeting of Directors. o Resolution granting Power of Attorney. o Special Power of Attorney. o Proxy. o Independent Contractor Agreement. o Buy-Sell Agreement. o Employment Agreement. o Banking Resolution. o Cafeteria Plan. o Cafeteria Plan Employee Benefit Election. o Medical Expense Plan. o Death Benefit Plan. o Voting Trust. o Stock Subscription. o Executed Stock Subscription. o Stock Purchases. o Written Statement-organizing Corporation. o S Corporation. o Section 248 Elections. o Consent of Incorporators to Election of Initial Directors o Election of Directors. o Election of Officers. o Waiver of Shareholders Financial Reporting. o Corporate Indemnification Plan. Waiver of Notice and Minutes of Annual Meeting of Shareholders. Notice of Organizational Meeting of Incorporators and Directors. Waiver of Notice of Organizational Meeting of Incorporators. PROFIT CORPORATE KIT LIMITED LIABILITY COMPANY KIT PROFESSIONAL LIMITED LIABILITY COMPANY KIT PROFESSIONAL ASSOCIATION / PC CORPORATE KIT NON-PROFIT CORPORATE KIT If ordered together with the Incorporation Application IF NOT, IT S $ PHILUSA INCORPORATED 1555 East Amar Road, B-123, West Covina, CA , U.S.A. Toll Free Office: Toll Free Fax: These nine (9) pages Application Form is protected by copyright. No part of it may be reproduced or copied in any form or any means without written or /oral permission from Philusa Incorporated. 9