Legal Advantages of Corporations Filed in Nevada:

· Piercing the corporate veil in Nevada requires the presence of “fraud” or “manifest injustice”. This is the highest standard for personal indemnification available. NRS 78.138 (7)

· Charging order protection for stock of closely-held corporations protects stockholders of all Nevada corporations with between 2 and 75 shareholders. Nevada is the first – and only – state to offer this level of shareholder protection! NRS 78.746

· Nevada’s charging order protection statute protects S corporations from losing their federal S election in the event of a judgment against a shareholder. This prevents potentially significant negative tax consequences. NRS 78.746

· Corporate directors have greater flexibility in consenting to corporate actions. NRS 78.115 – 78.140

· Reinstatement of entities has the legal impact as if the corporation had always been in good standing, thus preserving the corporate veil. NRS 78.180(5)

· Dissenting shareholders prohibited from voting shares or receiving dividends in certain circumstances. NRS 92A.380(3)

· Stock transfer agents are required to be licensed, ensuring high ethical standards. NRS 90.310

· A corporation may elect to renounce specific business opportunities. NRS 78.070(8)

· Articles of incorporation may require more than a plurality of votes cast by stockholders in order to elect directors, if desired. NRS 78.115 – 78.130

· Restated articles of incorporation do not need an accompanying resolution upon filing. NRS 78.403

· Corporate revival procedures are simple. NRS 78.730

· Efficient, predictable Business Court minimizes the costs and risks of business litigation.

· Amendments may be filed with delayed effective dates. NRS 78.380, 78.390 and 78.403

· Entities formed in other states may be converted in Nevada entities so they can have the same advantages and flexibility. NRS 92A.195 and 92A.205

Legal Advantages of LLCs Filed in Nevada:

· The charging order is the sole remedy of the creditor of a member, preventing foreclosure of the membership interest and protecting other members from adverse economic impacts. NRS 86.401

· Professional LLCs are allowed. NRS 89.040

· Series LLCs are allowed. NRS 86.1255, NRS 86.161(1)(e)

· Indemnification of members or managers of LLCs has been increased to offer greater statutory separation between the entity and the individual. NRS 86.411 – 86.451

· Operating agreements adopted after filing the articles may be enforced. NRS 86.286

· Non-economic members may bring an action on behalf of the LLC. NRS 86.483

· Perpetual life of an LLC is allowed. NRS 86.155

Tags: Nevada Corp, Nevada Corporations, Nevada Incorporating, Nevada Incorporation, Nevada Limited Liability Companies, Nevada LLC, Nevada Registered Agent

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