LSV, Inc.
Corporate Registration Services
Order Sheet
Fax to: 1-888-262-2402
or, E-mail to:
1. Core Package ($695.00): Choose between Corporation and a Limited Liability Company. For information regarding Corporations vs. LLC’s see the note* below.
Choose your type of Company, Corporation or LLC:
Ø Corporation service:
a. Articles of Incorporation
b. By-Laws
c. Shareholders’ Agreement
d. Organizational Minutes
e. Stock certificates if requested
f. IRS Employee Identification Number
Ø Limited Liability Company (“LLC”) service:
a. Articles of Organization
b. Operating Agreement
c. IRS Employee Identification Number (included)
Ø 48 hour RUSH service is available for an additional $500.
2. Resident Agent Service ($100.00 Nevada, other states TBD): Resident Agent services for one year (renewable each year for additional fee.)
3. Filing Fees: All filing fees shall be charged at cost as established by the Secretary of State in the state of Incorporation, (Nevada fees below, other states TBD):
a. Corporate or LLC filing fee: $175
b. Certified copy fee: $20
c. Name reservation fee: $20
d. Director name registration: $165
e. 24 hour expedited filing fee (optional): $100
f. 24 hour Rush Mail service $21
4. Total charges: Please total your chosen services above and insert amount here:
$ ______.
LSV, Inc.
Corporate Registration Services
Required registration information (Please complete entire form):
1) Proposed Company Name. (Include suffix of corporate name, e.g. for corporation: Inc. Co., Corporation, Corp.; LLC will use LLC suffix. Please provide 2 acceptable names of choice.)
______
2) Business Purpose: (e.g. real estate investment business, or internet website service business.)
______
3) Business Street Address (not P.O. Box).
______
4) Name of Initial Corporate Director or LLC Manager.
______
5) Home Street Address of Corporate Director or LLC Manager.
______
6) Telephone, fax and email address required for Director or LLC Manager (internal use only).
______
7) Social Security Number for Director or Manager (needed for Tax I.D. number).
______
8) For Corporation, number of shares requested (75,000 no par value will be used unless otherwise requested.)
______
9) Credit card (or make check payable to LSV, Inc., mail to: 1901 West 47th Place, Suite 300,
Westwood, KS 66205. Payment required prior to services rendered.
Card type: ______, Card #: ______, Exp. Date: ______
Name and address on card: ______
______
Authorized Signature: ______
I agree to pay the amount described above and understand there are no warranties or refunds provided.
* Distinction between Limited Liability Companies and Corporations.
Limited Liability Companies
An LLC is an entity that combines some of the characteristics of a corporation and a partnership. Like a corporation it provides liability protection for all of its members, but can be taxed like a partnership including the benefits of passing through profits and losses to the individual owners. The owners in an LLC are called members. Members can be individuals (including foreigners), corporations, other LLCs, trusts, etc. Most states permit one member LLCs. A one member LLC can be problematic from a tax perspective. The IRS may consider this to be a sole proprietorship.
The documents used in an LLC are similar but not the same a corporation documents. In an LLC Articles of Organization are filed with the Secretary of State. The corporation section of the secretary of state office in which the LLC is organized governs the filing and administration of LLCs. Most states require that the LLC file an annual report and some require disclosure of directors and officers. The LLC format also requires that there be a written Operating Agreement of some kind similar to a combination of the corporate by-laws and shareholders’ agreement. An Operating Agreement is between the members and defines how the LLC will be managed and operated. It must be carefully worded to assure that the partnership taxation structure is effective.
The LLC does not pay taxes rather profits, losses etc. flow directly through and are reported on the individual member’s tax returns. The LLC files a partnership return with the IRS under Subchapter K and the member receives a K-1 report to file with his or her individual return. There are rules that determine whether an LLC qualifies for partnership or corporate tax treatment. These include, whether the LLC provides limited liability, centralized management, continuity of existence, if the interests can be transferred. The IRS provides a selection process to make this determination clear.
Corporations
A corporation provides statutory limited liability protection for the stockholders. Corporations have perpetual life. Corporations are formed by filing Articles of Incorporation with the Secretary of State in the state where the business is located. Shareholders are provided stock and generally govern ownership though a Shareholders’ Agreement. Corporations are governed by Directors who are elected by the shareholders and Officers who are elected by the Directors. The rules of the operation are governed by the corporations Bylaws. The Directors and Officers manage daily business of the corporation. Written records of meetings are recorded as Minutes and formal actions occur by Resolutions passed by the shareholders or the Directors.
Double taxation is a potential negative feature with corporation since earnings are taxed at the corporate level and again when dividends are distributed to the shareholders. IRS Subchapter S was created to provide pass through treatment of profits and losses to individual shareholders, just like in the LLC format. Subchapter S is much more restrictive than the LLC format and may rules apply that do not apply to LLCs. For example, an S corporation can only have 75 shareholders that cannot be other corporations, nonresident aliens, trusts, partnerships, pension plans, etc.