I need some legal advice,
I have a website for my adult modeling where people pay for pictures, web cam shows etc.. (completely seperate from my escort site)

i live in massachusetts but while visiting nevada was informed of the benifits of establishing a corporation there
A nevada lawyer drew up incorporation papers for me but said that i need to have s massachusetts lawyer go over them since he wasn't sure of the laws in MA
The reason for doing a Nevada corporation is because Nevada is very corporation-friendly and has the best legal environment in the country for this type of entity. People from every state set up Nevada (and Delaware) corporations all the time.

There certainly should be no question or problem about the legality of a Massachusetts resident establishing a Nevada corporation;
the principal issues are tax consequences, whether you can get the full benefit of Nevada law and its many corporate protections, and just how the Nevada corporation is treated by Massachusetts law when it does business within the state of Massachusetts.

my
knowledge base about the fine details here is limited.

does anyone have any advice?

Delaware is also notorious for having favorable corporate laws.

There are two separate issues: 1) What laws govern the way you conduct corporate affairs; and 2) What laws govern how you conduct your businss.

#1 is determined by where you incorporate.

#2 is determined by where you do business.

If you do businss in MA, then you will have to comply with most of their laws. You are also taxed there because that is where you generate your profit. You may be able to shift some profits to the parent corporation, and then be taxed in that state.

If you are doing something illegal in MA that is legal in NV, being a NV corporation does not help.

Figure out what laws you are trying to avoid, and determine whether they apply to the corporation, or to the business being performed in MA.

Now, if your web server is in NV, then you might want to separate the web hosting business from the picture taking. The web hosting can be a NV business since you don't have to be there to run it.

EOM


-- Modified on 5/12/2005 9:14:04 PM

-- Modified on 5/12/2005 9:15:22 PM

i don't think i am trying to avoid any laws (not sure)
but i guess my understanding was just that the taxes on a nevada corporation are better than on a MA corporation

You pay taxes based on where you do business, not where you are incorporated.  For a one owner corp and for most small businesses, you are better off forming in the state you operate in.  By forming in Nevada, you ssentially owe annual registration/franchise taxes to both states (even if you form in nevada, if you operate in Mass., legally you must register and qualify in that state and abide by that states laws).  Unless Mass. has unreasonable fees, you would be better off forming in Mass (if that's where you will operate.)  Plus, as you are finding out, if you live in Mass., you are close to lots of lawyers who know Mass law, lots of CPA's who know Mass taxes, etc.  it is a misconception that Nevada has any advantage.  For delaware, the attraction is for large public companies (which you are not) because there are a large number of decisions thus greater certainty and to certain coporate laws affecting things such as mergers, tenders, takeovers, none of which are likely of any concern to you as a sole shareholder.  You can probaly go to the Mass. secretary of State website (see link) and download form articles of incorporation and form it yourself. Just authorize a minimum number of shares - say 100, no par value, and provide the other info. You can also go to the IRS website and download (or they now tell you how to fil out the form and get it by telephone) a taxpayer ID form (and a Form 2552 to elect S corp so you pay no corp tax) and file those---all for free.   In any state, you will have to have a registered agent, directors, and officers, and that will become public.  In many states (but not Mass), if you form an LLC, the only namethat is public is the registered agent - which can be an attorney or a commercial service - that's probably better for you.  There are probably more Mass lawyers familiar with Delaware than Nevada, so I'd do that if you want more privacy that Mass allows.

http://www.state.de.us/corp/llcform.pdf
and you can download and do it yourself for $90,and aside from using a Del. service as registered agent, you do not have to disclose your name or personal info.  Go to http://www.state.de.us/corp/agents/agts.shtml and you get a list of firms that provide this service.  (probably for an anual cost of between $100 and $200).  Unfortunately, you still have to register in Mass if you do buisness there.

In general, you are taxed where the money is earned. That would be MA. Big corporation can shift some of the profits to the parent (taxed in NV in your example). Not worth the hassel for a small business.

Again, if a big part of your profits are from the web side of the business, then you may be able to shift the location of that part of the company to a low tax state.

I hate to tell you all but at best my fellow posters are half right, which means they are also half wrong.  Let's look at this.

First, the idea that a NV corporation has tax benefits to someone doing business in one or more states other than NV is a scam no respectable or knowledgeable lawyer would impose.  Here's why.

1.  It is perfectly legitimate for a resident of one state (Mass.) to incorporate a business in a different state (NV).  That simply incorporates a business.

2.  If that corporation does business in a state other than its state of incorporation, it (the corporation) must register with  the business state's secretary of state/corporation commission or whichever agency that state designates.  States require out-of-state corporations ("foreign" corporations) in order for those foreign corporations to have the right to do business in that state.  Were the corporation to do business in more than one state other than its home state (state of incorporation), it would be required to register as a foreign corporation in each of those states.  Major US corporations, e.g., doing business in all states, register in all states.  Cheeck with your state's register of corporations if you doubt me.

3.  As a foreign (NV) corporation doing business in Mass., the corporation must pay all the license, franchise, sales and other taxes and comply with the state corporate laws just as imposed on "domestic" corporations, i.e., those incorporated in Mass.  And, of course, the corporation must pay its NV annual taxes for its right to exist.  Yup; two sets of corporate tax.

4.  So, what if you don't register?  Well, then the legal protections and benefits of a corpoartion are unavailable to you in Mass because, in Mass, you do not exist in the legal sense.  You will be sued in your individual capacity, i.e., personally.  You must have determined there to be some benefit to incorporation otherwise why do it?  I don't know what those or that benefit could be, but that's your issue.

5.  The person you dealt with sold you a fantasy.  I practice in California and hear this story at least twice a month from unsuspecting (new) clients.  You just wasted your money.  If you want to make a legitimate business out of illegal conduct, forget it.  That cannot be done.  If you want to continue illegal conduct but not compound it by not paying taxes, simply pay your taxes as the IRS is not the DA.  It cares less about your source than thee fact of your income.  There are other ways but that's another story, not for a public discussion board.

thing seem to be the subject of IRS warnings on fraudulent schemes which they target. Nuff said?

Minor correction on your otherwise excellent post:  The IRS form for S election is 2553, not 2552.