Nevada corporation
From Wikipedia, the free encyclopedia
 |
| Companies law |
|---|
| Company · Business |
| Sole proprietorship |
| Partnership (General · Limited · LLP) |
| Corporation |
| Cooperative |
| United States: |
| S corporation · C corporation LLC · LLLP · Series LLC Delaware corporation Nevada corporation Business trust |
| UK/Ireland/Commonwealth: |
| Limited company (By shares · By guarantee) (Public · Proprietary) Community interest company |
| European Union/EEA: |
| SE · SCE |
| Other countries: |
| AB · AG · ANS · A/S · AS · GmbH |
| K.K. · N.V. · OY · S.A. · Full list |
| Doctrines |
| Corporate governance |
| Limited liability · Ultra vires |
| Business judgment rule |
| Internal affairs doctrine |
| De facto corporation and corporation by estoppel |
| Piercing the corporate veil |
| Rochdale Principles |
| Related areas of law |
| Contract · Civil procedure |
A Nevada Corporation is a corporation chartered under the laws of the U.S. state of Nevada.
Nevada, like the state of Delaware (See Delaware corporation), is well known as a corporate haven. Many major corporations are chartered in Nevada, particularly corporations whose headquarters are located in California and other Western U.S. states.
While public companies can benefit from Nevada's flexible statute, Nevada is particularly attractive to privately-held corporations, and its statute's default provisions are particularly favorable to management. As in the case of Delaware, critics of the Nevada corporate law believe that its provisions, and the Nevada courts, are excessively friendly to corporations and their managers at the expense of shareholders' rights.
[edit] Legal benefits
Nevada's laws offer flexibility to a board of directors in managing the affairs of a corporation, and permit management to put in place strong protection from hostile takeovers. It also provides extremely strong protection against piercing the corporate veil, where a corporation's owners can be held responsible for the actions of a corporation. As of 2007, in all of the court cases involving a corporation, in a period of twenty years, only one case has the piercing of a corporate veil been permitted under Nevada law, and in this single case the reason was because of fraud on the part of the corporation's owners.
Nevada (unlike other states) permits the corporation's articles of incorporation to vest authority to adopt, amend or repeal bylaws exclusively in the directors, so that shareholders would not be able to change the corporation's bylaws.
Disputes over the internal affairs of Nevada corporations are usually filed in the Nevada District Courts, from which judgments can be appealed to the state Supreme Court. Because of the large number of corporations chartered in Nevada, the courts in that state are more focused on the application of corporate law than the courts of most other states. Nevada's courts are developing a strong body of case law that serves to give corporations and their counsel guidance on matters of corporate governance, although Delaware and some other states have a larger body of such case law.
[edit] Tax benefits
Nevada's tax structure is also a large benefit to incorporation in Nevada. Nevada has no franchise tax. It also has no corporate income tax or personal income tax [1]. While Nevada likes to promote that there are "no corporation taxes" in the state, there is an annual $100 "Business License Fee" which is paid to the Nevada Department of Taxation in some cases (but not all). Nevada and Texas are the only two states who do not have information sharing agreements with the Internal Revenue Service.
