Limited Liability Companies LLCs

Protecting Thousands of Business Owners Through Nevada Limited Liability Company

Just because people can log onto a website and choose an available name with the Nevada Secretary of State does not mean they know how to form, structure, tax plan, and protect your business and assets.  That’s like saying I purchased a scalpel on Amazon, so now I can perform surgery.  

Frankly, many attorneys that step into our world of business planning think just because they can draft an estate plan, they can now properly structure a business.  Starting a business in Nevada frequently begins with forming a Limited Liability Company (LLC) but not always.  We can also form a C-Corporation or a subchapter S Corporation or a Partnership.  Then we can choose to tax the businesses in certain ways based on the client’s goals, number of partners, types of partners, and taxation.  For example, what partners spend in research and development plays a role in how the entity is structured so the losses from the newly formed business can flow through the partners personal tax returns to offset ordinary income.  Failing to structure businesses properly results in a lot more money in payments to the state and federal government.  

The reason why Limited Liability Companies are one of the top entity structures is because of how asset protected the business can be for the owner, partners, and beneficiaries.  An LLC combines the liability protection of a corporation while reducing the annual costs paid to the Nevada Secretary of State.  In addition, it provides flexibility to the partners, making it an amazing option when choosing your business structure.

Steps to Form a Nevada Limited Liability Company

  1. Choose the business name that is available with the Nevada Secretary of State.  Also depending on the type of business, preapproval may be required by the State governing board.  For example, real estate professionals cannot just organize any business with the Nevada Secretary of State unless they are brokers, which also requires preapproval.  
  2. File the Articles of Organization with the Nevada Secretary of State. 
  3. File the State Business license with the Nevada Secretary of State. 
  4. Assign your registered agent.  This is extremely important because by designating the David Bindrup Law Firm as your registered agent you are preventing a lawsuit since the claimant must first sue and serve our law firm prior to filing a lawsuit against your company.  Also, since they see that your company is represented by an asset protection law firm they usually will settle or will try and work out the problem prior to filing an expensive and timely lawsuit that forces you to respond and defend. 
  5. Operating Agreement is created.  The Operating Agreement is extremely important, especially between partners.  It identifies your membership interest and percentage owners.  Controls when and how distributions are made.  Determines the day-to-day operations and management of the business and most important the taxation of the business. 
  6. Structure the LLC with the IRS – apply and receive a tax identification.  This is extremely important and one mess up can throw off your duties for the entire length of your business operations.  In other words, discuss with clients the types of tax structures, client’s goals, clients anticipated income and expenses, client’s liability and cash flow statement all play a role on how and when a company is taxed as a disregarded LLC, S-Corp, C-Corp, or partnership.  Yes, an LLC can legally be structured to tax the business in four different ways.

 

Why is an Operating Agreement so Important?

  • Identifies perfecting the member ownership percentages. 
  • Identifies the tax structure and treatment of LLC. 
  • Provides the ability to bifurcate between voting and non-voting membership interest. 
  • Provides the rules for adding and removing managers and members. 
  • Provides the rules for LLC dissolution and reorganization of shares.  
  • Provides the rules for capital calls, deficiencies, profits and losses. 
  • Prevents partners from litigating because it predetermines remedies for solving problems.  
  • Provides solutions for selling membership interests.  
  • Prevents partners from competing against the LLC and holds them financially and civilly responsible to put the best interest of the LLC before themselves personally.

 

Why Choose David Bindrup Law Firm to Form Your LLC?

  1. We are Attorneys and have Master of Laws in Taxation and are Certified Public Accountants in Nevada and are former Ernst & Young CPAs – so we can simply tax plan and structure your business better than any other law firm. 
  2. We have formed thousands of businesses, and we currently represent thousands of business owners, so we have dealt with every type of structure, agreement, and amicably solved problems with partners before they arise.  
  3. We protect your business and assets.  When we incorporate and integrate both asset protection planning and business planning, we provide an amazing structure that in a commonsense approach protects what you have earned and what you will earn.  
  4. One stop shopping – integration of business, asset protection planning, estate planning, and federal income tax planning all at one place!

Locations

Henderson Office

10424 S. Eastern Ave., Ste. 101
Henderson, NV 89052

Las Vegas Office

9030 W. Cheyenne Ave., Ste. 210
Las Vegas, NV 89129

Pahrump Office

1321 S. Hwy 160, Ste. 8A
Pahrump, NV 89048

Phone

702.465.0888

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