CHAPTER IV — CORPORATIONS AND FOREIGN JURISDICTIONS
CORPORATIONS AND FOREIGN JURISDICTIONS
The purpose of corporations is to protect you against personal liability and extreme financial loss. Today they are used to exploit people, but they can also be used to protect people. Let’s examine the characteristics of some of them.
Limited Liability Company
A limited liability company is a hybrid type of legal structure that provides the limited liability features of a corporation and the tax efficiencies and operational flexibility of a partnership.
The “owners” of an LLC are referred to as “members.” Depending on the state, the members can consist of a single individual (one owner), two or more individuals, corporations or other LLCs.
Unlike shareholders in a corporation, LLCs are not taxed as a separate business entity. Instead, all profits and losses are “passed through” the business to each member of the LLC. LLC members report profits and losses on their personal federal tax returns, just like the owners of a partnership would.
Forming an LLC
While each state has slight variations to forming an LLC, they all adhere to some general principles:
Choose a Business Name. There are 3 rules that your LLC name needs to follow: (1) it must be different from an existing LLC in your state, (2) it must indicate that it’s an LLC (such as “LLC” or Limited Company”) and (3) it must not include words restricted by your state (such as “bank” and “insurance”). Your business name is automatically registered with your state when you register your business, so you do not have to go through a separate process. Read more here about choosing a business name.
File the Articles of Organization. The “articles of organization” is a simple document that legitimizes your LLC and includes information like your business name, address, and the names of its members. For most states, you file with the Secretary of State. However, other states may require that you file with a different office such as the State Corporation Commission, Department of Commerce and Consumer Affairs, Department of Consumer and Regulatory Affairs, or the Division of Corporations & Commercial Code. Note: there may be an associated filing fee.
Create an Operating Agreement. Most states do not require operating agreements. However, an operating agreement is highly recommended for multi-member LLCs because it structures your LLC’s finances and organization, and provides rules and regulations for smooth operation. The operating agreement usually includes percentage of interests, allocation of profits and losses, member’s rights and responsibilities and other provisions.
Obtain Licenses and Permits. Once your business is registered, you must obtain business licenses and permits. Regulations vary by industry, state and locality. Use the Licensing & Permits tool to find a listing of federal, state and local permits, licenses and registrations you’ll need to run a business.
Hiring Employees. If you are hiring employees, read more about federal and state regulations for employers.
Announce Your Business. Some states, including Arizona and New York, require the extra step of publishing a statement in your local newspaper about your LLC formation. Check with your state’s business filing office for requirements in your area.
In the eyes of the federal government, an LLC is not, but can be, a separate tax entity. The business itself is not taxed. Instead, all federal income taxes are passed on to the LLC’s members and are paid through their personal income tax. While the federal government does not tax income on an LLC, some states do, so check with your state’s income tax agency.
Since the federal government does not recognize LLC as a business entity for taxation purposes, all LLCs must file as a corporation, partnership, or sole proprietorship tax return. Certain LLCs are automatically classified and taxed as a corporation by federal tax law. For guidelines about how to classify an LLC, visit IRS.gov.
LLCs that are not automatically classified as a corporation can choose their business entity classification. To elect a classification, an LLC must file Form 8832. This form is also used if an LLC wishes to change its classification status. Read more about filing as a corporation or partnership and filing as a single member LLC at IRS.gov.
If you have a tax consequence, you can file the following tax forms depending on your classification, but just because you are using an LLC for banking purposes, and depositing after tax money, this alone does not require you to choose a tax treatment and file a tax return.
Single Member LLC. A single-member LLC files Form 1040 Schedule C like a sole proprietor.
Partners in an LLC. Partners in an LLC file a Form 1065 Download Adobe Reader to read this link contentpartnership tax return like owners in a traditional partnership.
LLC filing as a Corporation. An LLC designated as a corporation files Form 1120, the corporation income tax return.
The IRS guide to Limited Liability Companies provides all relevant tax forms and additional information regarding their purpose and use.
Combining the Benefits of an LLC with an S-Corp
There is always the possibility of requesting S-Corp status for your LLC. An attorney can advise you on the pros and cons. You’ll have to make a special election with the IRS to have the LLC taxed as an S-Corp using Form 2553 Download Adobe Reader to read this link content. You must file prior to the first two months and fifteen days of the beginning of the tax year in which the election is to take effect. For more information about S-Corp status, visit IRS.gov or read Should My Company be an LLC, an S-Corp or Both?
The LLC remains a limited liability company from a legal standpoint, but for tax purposes it can be treated as an S-Corp. Be sure to contact the state’s income tax agency where you plan to file your election form. Ask about the tax requirements and if they recognize elections of other entities (such as the S-Corp).
Advantages of an LLC
Limited Liability. Members are protected from personal liability for business decisions or actions of the LLC. This means that if the LLC incurs debt or is sued, members’ personal assets are usually exempt. This is similar to the liability protections afforded to shareholders of a corporation. Keep in mind that limited liability means “limited” liability – members are not necessarily shielded from wrongful acts, including those of their employees.
Less Record-keeping. An LLC’s operational ease is one of its greatest advantages. Compared to an S-Corporation, there is less registration paperwork and there are smaller start-up costs.
Sharing of Profits. There are fewer restrictions on profit sharing within an LLC, as members distribute profits as they see fit. Members might contribute different proportions of capital and sweat equity. Consequently, it’s up to the members themselves to decide who has earned what percentage of the profits or losses.
Disadvantages of an LLC
Limited Life. In many states, when a member leaves an LLC, the business is dissolved and the members must fulfill all remaining legal and business obligations to close the business. The remaining members can decide if they want to start a new LLC or part ways. However, you can include provisions in your operating agreement to prolong the life of the LLC if a member decides to leave the business.
Self-Employment Taxes. Members of an LLC are considered self-employed and must pay the self-employment tax contributions towards Medicare and Social Security. The entire net income of the LLC is subject to this tax.
Personal asset protection. Both corporations and LLCs allow owners to separate and protect their personal assets in the event of a lawsuit or claims leveled against a business entity. In a properly structured and managed company, owners should have limited liability for business debts and obligations. This remains one of the biggest benefits to incorporating.
Additional credibility. If you were to list one or two of the chief benefits of incorporating your business, one of the top reasons would be the instant credibility afforded your businesses following incorporation. Adding “Inc.” or “LLC” after your business name can add instant authority. Consumers, vendors, and partners may prefer to do business with an incorporated company.
Name protection. In most states, other businesses may not file your exact corporate or LLC name in the same state. Not only can this help protect your company’s reputation from being diminished by or confused with another company with a similar sounding name, but this is also one of benefits of incorporating that aids your business in terms of name-recognition, marketing, and branding efforts.
Perpetual existence. Corporations and LLCs continue to exist even if ownership or management changes. Sole proprietorships and partnerships just end if an owner dies or leaves the business. Forming a corporation ensures that your company’s legacy can remain, as well as continue to provide employment and services for clients should any changes in ownership occur.
Tax flexibility and incorporation tax benefits. There are several tax advantages and benefits of incorporating a small business. Though profit and loss typically pass through an LLC and get reported on the personal income tax returns of owners, an LLC can also elect to be taxed as a corporation. Likewise, a corporation can avoid double taxation of corporate profits and dividends by electing Subchapter S tax status.
Deductible expenses. Both corporations and LLCs may deduct normal business expenses, including salaries, before they allocate income to owners.
The decision to incorporate is an important step in the life of a business. Weigh your options carefully, consider the advantages and disadvantages of incorporating a small business, and further investigate some of the added benefits of incorporation.
Should My Business Incorporate or Form an LLC?
Corporations and LLCs are both separate legal entities (business structures) that enjoy certain protections under the law and important benefits. Most people form a legal business structure to safeguard their personal assets.
The benefits to incorporating or forming a Limited Liability Company (LLC) allow you to conduct your business without worrying that you might lose your home, car, or personal savings because of a business liability.
Nearly every jurisdiction has benefits for businesses and investors and choosing one should come from enough research that you know what needs and expectations you have. My first recommendation is that you avoid planning solely on the effort of reducing or avoiding taxes. There are some jurisdictions where it’s beneficial to pay more taxes than another just to have better opportunities, so the planning should not center around “tax planning”. While this may be true, understand there are important factors such as the regulatory environment. Government regulations are another form of taxation and can be a significant risk factor in what you are doing. One of the benefits of this, if there are any, is that if you can successfully navigate the regulatory restrictions and costs, you may be able to eliminate some of your competition. It’s my guess that one of the major purposes of government regulation is to enable some businesses to better compete against other less able ones.
Notice how I’m proceeding on the assumption that you are already going to have an investment or business presence in a foreign jurisdiction. It’s not always necessary to leave your home country for better opportunities, you might have them right in your home town. Think about it like this, while you might be looking at a foreign jurisdiction for certain benefits, some foreigner may be looking to relocate to your home country for benefits he wants. It’s just important to research the subject enough so that you can take advantage of every opportunity in whatever country.
I’m going to review a list of jurisdictions, or countries and explain why many investors either have relocated there or choose to remain there. Let’s first consider the most important factors that make these jurisdictions friendly for your investment project or portfolio.
1. Rate of Inflation
2. Rate of Unemployment
3. Level of Government Regulation relative to your interests.
4. Average age of population.
5. Educational Level of Workforce
6. The level of personal freedom that people have in that country, including the right to participate in free and fair elections and freedom of speech and rights to organize.
7. You also want to consider how investors are protected, especially with a minority interest in a business, along with its history of corruption and to what level it is tolerated.
8. How quickly can you establish business credit.
9. How quickly can you clear title and obtain title insurance on real estate.
I’m not saying that all of these factors have to be just right, or that this list includes everything you need to consider, but it’s an important guide to consider.
Denmark & Holland
These are two very similar jurisdictions, I’m not making a comparison here, but once understand Denmark’s, you will have a better idea of why Holland has traditionally been the jurisdiction of choice for holding companies.
The combination of Denmark’s tax treaty network and the laws governing holding companies situated in Denmark have allowed a long list of countries to route their dividends through Denmark and avoid wage withholding taxes. In 1999 Denmark eliminated it’s 10% wage withholding tax and has since drawn in billions of dollars of what would have been foreign capital.
I’m talking about a holding company that is organized in Denmark under their jurisdiction. It must meet certain legal requirements to be considered a holding company and there exempt from taxes on corporate dividends, regardless of the underlying subsidiaries. Capital gains are also exempt from taxation and the same is true for withholding tax in dividends paid to foreign companies that are covered under tax treaties.
These are the core benefits in my opinion but you will want to do your research on both.
Singapore is rated as the best or friendliest place to do business. It’s infrastructure is the most modern in the world. You find that the population of millionaires in Singapore is quite high and many prominent millionaires and billionaires hold most of their wealth through that jurisdiction. It is very easy to establish a business presence in Singapore and the taxes and regulations are favorable to conducting business as are the means of enforcing contracts and protecting investors.
When you think “Singapore”, think “gold”. Seeking diversification from potential bank bail-ins and currency devaluations, high net worth buyers of physical gold and silver bullion are having their precious metals delivered and stored at fully segregated, non-bank vaults in Asia.
The trend of private gold and silver moving to the East has allowed investment safe-havens such as Singapore, to overshadow Switzerland’s traditional role of being the go to gold vault option of the wealthy.
Although Switzerland may have been a sanctuary for high net worth capital last century, today’s affluent are flocking to Singapore and Hong Kong, which now offer some of the most private gold and silver vault options in the world.
Mike Maloney and the GoldSilver.com Team are pleased to announce a new fully insured, longterm segregated vault storage service, securely held within the acclaimed Singapore FreePort.
Through GoldSilver.com customers can now choose to privately buy and hold physical gold and silver bullion in one of the world’s most state of the art vaulting facilities.
Full body scanners, multiple 7-ton vault doors, anti-tunneling vibration sensors, remote vault access controls, triple power redundancies, and 24/7 armed guards now provide GoldSilver.com customers a new gold and silver vault storage facility conveniently located next to Singapore’s Changi International Airport.
Singapore is perhaps the world’s most sought after safe haven for wealth, allowing it to rival both Switzerland and Hong Kong for high net worth wealth management.
Nearly 1 in 6 households in Singapore (approx. 17%) are millionaire households. And while Singapore only currently controls some 2% of global gold demand, this wealthy city-state aims to grow that share to some 10 to 15% over the next five to 10 years.
How will they do that you ask?
As of October 1, 2012 – Singapore’s government has repealed a 7% tax on specific gold and silver bullion products, giving investors the option to hold physical bullion without costly value added taxes.
For Asian investors holding paper gold or passbook silver accounts, now is an ideal time to redeem your capital and acquire your physical silver or gold bullion outright.
Fully Insured – Segregated – 3rd Party Custodian
All vaulted metals are segregated, fully insured, and managed by a trusted third party vaulting partner who has been in the business of safeguarding valuables for over 150 years (since 1859).
Account holders are issued signed third party vault storage certificates which fully document exact holdings and inventory levels.
Extremely Competitive Vault Storage Rates – Cheaper & Safer Than ETFs
Our new Singapore gold vault and silver storage options offer some of the most competitive gold and silver storage rates.
For example, you can choose to store $ 150,000 worth of gold for a mere $ 25 a month (20 basis points). You can have $ 84,000 worth of silver held for a mere $ 35 a month ( 50 basis points ).
Safety & Convenience
Singapore Vault Storage Customers can schedule visitations, elect for pickup, physical withdrawal, or securely sell metals during GoldSilver trading hours.
This country has a proven record of other countries investing tens of billions of NZ dollars into its economy, including Australia and the United States. Of course it has a modern infrastructure. It has a highly educated workforce in a flexible and deregulated business environment. The New Zealand government has a proactive policy of implementing business favorable laws that are encouraging to international business.
Hong Kong maintains a free trade and investment policy in with laws favorable to making contracts enforceable. There is a complete freedom of capital movement. Taxation is simple and low. Hong Kong is also close in proximity to other Asian markets. It maintains the most advanced infrastructure and sophisticated services to support your enterprise. The workforce is high skilled and educated and much of the population is bi-lingual. The laws are very commensurate with enforcing contracts. I have also discovered that their real estate codes have evolved from a non-uniform, unenforceable condition to a more uniform and simplified system thanks to some of the more sophisticated real estate investors. I believe that more development is necessary in this area, but is underway at a good pace. You may be interested in researching Hang Lung Properties and it will give you a view of this company as well as a broad view of the entire developing and modernizing market.
I had my own unfavorable opinion of investing in the United States so I did some more research but discovered I was right and that it was falsely represented. The United States has an overwhelming public debt, with its largest creditors choosing to stop lending and its central bank buying back its own debt, the future does not look too bright. Couple that with a trillion dollars in annual costs of imposing regulation and a real unemployment rate exceeding twenty percent and a bleak future for debt ridden college graduates, you’ve got a bad mix. The United States has a near negative Gross Domestic Product and it appears to continue exporting jobs. It has no mass transit system to speak of, let alone a modern infrastructure for it with no plans in the foreseeable future. The word is that corporate officers of major corporations have withdrawn all their stock holdings and purchased gold. Even if that’s not true, it begs the question. Why have billionaires like Warren Buffet and Bill Gates expatriated? Its consumer debt market including mortgage backed securities has become a world wide virus with no end in site. The only reason I mention the United States is to suggest that you wait at least until the year 2040 to look again.
Guatamala & Panama
These are ideal jurisdictions for privacy in that they preclude U.S. Citizens from banking in their countries. They have programs to provide residency to foreign citizens, the next best thing to second citizenship, for banking purposes. These jurisdictions are very friendly to “anonymous” corporations and banking and are a great place in my opinion to organize an IBC for conducting business in other countries. There are no tax information exchange agreements (TIEA) and the governments intend to keep it this way by discouraging deposits from U.S. Citizens. That is the reason they offer the residency programs, which include legal name changes, for banking purposes. You will learn more by talking with Offshore Legal Associates as referenced in this text.
I wouldn’t say this is the home of a business friendly infrastructure like Denmark; however, it’s always good to get in on the ground floor of an opportunity and this is probably the most exciting opportunity in developing nations and emerging markets. This country was off limits to United States Citizens until recently, now its fair game. This country is about one trillion dollars rich in natural resources and the opportunities are just opening up. This country may provide valuable assets for your foreign holdings.
This is just my brief list, it’s nothing more than a guide for your to consider. I’m sure there are many opportunities even in the most unlikely places and the process of researching the best one is probably the most important part for you.
One more note, follow everything that Jim Rogers has to say about this on youtube.com.
Proper Use of Trust Organizations
Trust organizations are very specific to the jurisdiction in which they are formed and usually have special purposes. Trust law and trust relationships are the foundation of nearly every aspect of our society, so it’s a very big subject and you can spend many years learning about it. I wanted to focus on the estate planning aspects of trusts and start by reviewing just a few types of trust organizations and then we can discuss each in more detail.
Most trusts are used to remove property or assets from someone’s estate. This allows for protection against creditors and taxation after the grantor is deceased. The grantor is the individual who conveys the property or assets into the trust. They are conveyed to a trustee for the benefit of beneficiaries.
Revocable Living Trust
One example of an estate planning trust is the revocable living trust. This is established during the lifetime of the “trustmaker” also known as the grantor or settler. A trustee is appointed within the trust documents for the purpose of holding and managing assets for the benefit of beneficiaries who are specified in the trust document. A revocable living trust will succeed the grantor’s death and avoids probate of the property held in the trust by removing it from the grantor’s estate at the time each property is conveyed.
Because of the privacy aspects of this type of trust, it may first of all avoid lawsuits and second, a lawsuit against it will most likely fail.
A revocable trust may not provide protection against certain creditors,such as the IRS, since the grantor retains rights over the trust and whether or not it can be revoked. These conditions depend upon the terms within the trust corpus.
This type of trust can be used with or without a will, it just depends on your family objectives.
Grantor Retained Annuit Trust
Another example would be the Grantor Retained Annuity Trust (GRAT) and Grantor Retained Unitrusts (GRUT), very helpful for windfalls and tax management. These trusts can be used to legally devalue an appreciating asset or property and create a tax free income through annuity payments. I highly recommend you not try on your own and that you get a qualified professional who does this for his or her profession, nearly exclusively to set it up for your specific needs.
Another example is the Irrevocable Trust. The grantor can preclude him or herself from revoking the trust without court approval or unanimous consent of all the beneficiaries. It can be revoked but it can also be written in a way that prevents it from being revoked until certain conditions are met.
Unincorporated Trust Organization (UTO) or Unincorporated Business Trust Organization (UBTO)
These organizations are for business purposes; however, be very careful about setting them up properly and using them for the right purposes. Thousands of people over the last twenty years have abused them to evade income taxes and the IRS and other creditors seem to ignore them until the trust is proven to be valid, switching the burden of proof on the trustee. They do have a place however. In my opinion, if they are not doing business with the general business community, but instead own property and assets privately, such as shares in a corporation, you should be able to use the full benefits of such a trust without any problems.
They must be formed under the following conditions. It must be organized for profit and gain and for the benefit of beneficiaries and there can be no previous arrangements between the trustor or grantor and the successor trustee. The initial trustor must resign after appointing the new successor trustee. Additionally, the trust can be formed in international waters or airspace and operated anywhere, must like an International Business Corporation. If it is operated properly, it does not incur federal tax obligations. There are specialist attorneys who should be consulted for this structure and I recommend using this organization behind a corporation, specifically a limited liability company or an IBC in a foreign country.
Here is a more comprehensive list of benefits: there is no annual fee and it provides limited liability. It has a high level of privacy because disclosure of financial records requires a court order. It can also be used to avoid probate and eliminate estate taxes along with the usual federal and state income / franchise taxes.
There are of course many different types of trusts and variations of each, you can decide for yourself with your chosen professional which is best for your needs. While you can find trust documents through many publishers, ready to fill in the blanks, I recommend these only for study purposes. If you want a real trust for an important purpose, have a qualified attorney prepare one especially for you and your individual objectives.
Divesting your exclusive rights
This is the purpose for which a corporation should be used. It can manage personal risk by confining it to the business balance sheet and limiting your personal liability provided you are following the law.