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Nevada Corporations |
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LEGAL NOTICE: |
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WHAT IS A CORPORATION?
All corporations are legal fictions: They exist only in our minds; they do not occupy physical space. The UNITED STATES, for instance, is a corporation, as is the STATE OF NEVADA. Even YOU (JOHN DOE or JANE ROE) are a "person" (defined by Black's Law Dictionary as a legal fiction or corporation). The entire system of law as formulated under the Uniform Commercial Code deals exclusively with such legal fictions, which are properly denoted in all-caps. The real you (John Doe, Jane Roe) might object to this simple truth but the law deals only with "persons", fictions of law, which are also known as CORPORATIONS. When is a corporation not a corporation existing as a separate id-entity? When it is an alter-ego or "straw man". When there is a "unity of interest" between one entity and another, their separateness can be disregarded. Thus, while statutes allow for one-person corporations, you can see that having more than one corporate member avoids "unity of interest", alter-ego", "straw man" possibilities. As long as there is more than one corporate member (or as long as the fiction of separateness does not sanction fraud or promote injustice) the following applies and you should learn it and understand it well: A corporation is a legal, artificial person: a person that is separate, distinct, and TOTALLY APART FROM "you". It is NOT you. You are NOT it. It is a distinct, different and totally separate legal or artificial person. Pretend you set up a corporation and named it Samuel Gene. It is almost the same as if you have birthed a baby boy and named him Samuel Gene. The corporation will have all its own identification. Further, a corporation is a distinct, legal entity separate and apart from its members, stockholders, directors or officers. Although it is a separate entity, it can act only through its members, officers or agents and cannot have knowledge or belief of any subject independent of the knowledge or belief of its people. Oops-your baby has no brains of its own. A stockholder (owner or partial owner) is a holder of shares of stock in the corporation and is not in legal consideration or danger. (In other words, you are not, as the owner or parent, responsible for the brain damage.) The term "owner" is used for purpose of recognition and does not necessarily refer to a literal state of being but that explanation can come later as to meaning. A stockholder is not the employer of those working for the corporation nor is he the owner of corporate property-IF YOU HANDLE EVERYTHING PROPERLY AND WITH DETAILED REGULATION ACCORDING TO THE LAWS OF THE LAND-THE STATE OF BIRTH. IF A "FRAGMENT" GETS LICENSED WITHIN ANOTHER LAND THEN THAT PORTION HAS TO FUNCTION WHEREIN LICENSED, IN ADDITION. A corporation is an artificial person. Its rights, duties and liabilities do not differ from those of a natural person under similar conditions except, of course, where the exercise of duty would require the ability to comprehend or think. That's what the board of directors is for; they do the thinking. PROOF THAT THE DIRECTORS THOUGHT ON BEHALF OF THE CORPORATION IS EVIDENCED BY THE RECORDED MINUTES AND RESOLUTIONS, PAPERWORK-your living rights are the heart-place of your new baby-mess up on the paperwork and you will kill the child through neglect. For example, a corporation may become a debtor or trespasser. A corporation can buy, trade, sell and make loans, literally anything you as a person can do. Think it through. The possibilities become fascinating and you can be most creative as you become informed. A corporation is A CITIZEN OF THE STATE WHEREIN IT IS CREATED. THAT IS WHY NEVADA IS STRONGLY PREFERRED, SO THAT YOU CAN TAKE ADVANTAGE OF THE BEST CORPORATION AND TAX LAWS IN THE U.S.-LEGALLY AND WITH VERY LITTLE TROUBLE. YOU DON'T EVEN HAVE TO VISIT THE STATE. (YOU DO HAVE TO HAVE A RESIDENT AGENT WITHIN THE STATE OF NEVADA BUT THAT IS PAINLESS. IN ADDITION, THE MONEY SPENT IS WELL WORTH THE ASSETS SAVED.) NOTE THAT A CORPORATION DOES NOT CEASE TO BE A CITIZEN OF THE STATE IN WHICH IT IS INCORPORATED BY ENGAGING IN BUSINESS OR ACQUIRING PROPERTY IN ANOTHER STATE. Since CORPORATIONS are solely creatures of statute (law), the powers of a corporation in another state are derived from the constitution and laws of the state in which it is incorporated. A corporation is a legal person which has an existence separate and apart FROM ITS STOCKHOLDERS. As an artificial person, a corporation is considered to have its domicile (home) in the state wherein it is incorporated and the place where it has its registered or statutory resident agent or home office in that state. When the corporation is actually in a different place, the site of its resident agent is sometimes said to be its "statutory domicile". The existence of the corporation is not affected by the death or bankruptcy of a shareholder or by the transfer of its shares. IT HAS A CONTINUOUS EXISTENCE. IT IS IMMORTAL for as long as it complies with the annual requirements of the state in which it is incorporated. The IMPORTANT POINT to remember is that when you own a Nevada Corporation, the corporation exists as a SEPARATE entity or person. YOU CAN LIVE ANYWHERE YOU CHOOSE, IN ANY STATE OF THE U.S. OR ANY FOREIGN COUNTRY. IT IS THE CORPORATION WHICH CONFORMS TO THE REQUIREMENTS OF THE STATE IN WHICH IT "RESIDES". NEVADA, YOU WILL FIND, IS THE STATE WITH THE BENEFITS TO PROTECT YOU AND YOUR CORPORATION. WE HAVE CAREFULLY RESEARCHED IT FOR YOU AND TRAINED PEOPLE TO HELP YOU THROUGH IT.
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The word "corporation" comes from the Latin root "corpus", which means "body". A corporation is a body composed of various members (cells) acting together for a common purpose as directed by its Board of Directors (the brains) acting through its executives (organs-hence, "organized") for its own self-interest, however defined. In the world of commerce corporate self-interest is usually defined as maximization of PROFIT in monetary terms but there are other ways to benefit as well.
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