Your first question was, why do people incorporate in Nevada and/or Delaware. There are several factors for this but the simple response is, both states are cheap to incorporate in and both states have tax and legal benefits that most other states do not.
Why incorporate in Delaware of all places...I mean Delaware??? I've heard of that place before but couldn't tell you where it is on the map! Well...Delaware has a few advantages that other states don't have. First, Delaware is cheap to incorporate in. In fact, many fortune 500 companies are Delaware corporations. Second, in order to be a Delaware corporation you do not need to live in Delaware. No one does! The directors, officers, grunts, not a single employee needs to live in Delaware. And if I can be frank, why would they want to? Third, only one person of the company can hold all the officer positions. You could be President, Vice President, Secretary, Treasurer, Director, Member, etc., although I wouldn't recommend putting all of those on your business cards. Fourth, Delaware has a separate court system without jury trials. The benefit to this is that there isn't a pool of Delaware locals deciding the fate of your court case. There is a judge that knows corporate law that makes all the decisions. Plus he gets to wear a cool choir robe and a nice wooden hammer! Lastly, if your business is a Delaware corporation but does not actually conduct business in Delaware, your business does not have to pay Delaware corporate taxes. In a nut shell, Delaware corporations are really designed to benefit large public companies and not necessarily small businesses.
Now let's look at the benefits of a Nevada corporation. Like a Delaware corporation, incorporating in Nevada is really cheap. Sure you can hire an attorney and pay around $1,500 for them to create your corporation but it is not necessary. In fact, Profit and Las Vegas Bookkeeping will do it for 1/2 of that! Ok, another plug...I couldn't resist. Nevada also has a court system that is advantageous to businesses in where the laws are directed at encouraging businesses to become Nevada corporations. Below is a really good list of other the main reasons to choose incorporating your business in Nevada:
- No Taxes on Corporate Shares
- No Franchise Taxes
- No Gift Taxes
- No Stock Transfer Taxes
- No State Personal Income Taxes
- No State Occupation Taxes
- No Minimum Capital is Required
- No Public Record of Stockholders
- Only Directors, Officers, and /or Resident Agents are Disclosed
- Only One Person Can Hold all Officer Positions Within the Company
- No IRS Information Sharing Agreement
- There are Minimum Reporting and Disclosure Requirements
Now that you have narrowed it down to either becoming a Delaware corporation or a Nevada corporation, let's look at the differences to decided which state is actually better to incorporate in.
Franchise Tax: Delaware - Yes..........Nevada - No
Income Tax: Delaware - Yes..........Nevada - No
Disclosure of Business Location Out of State: Delaware - Yes.......Nevada - No
Regulated by Corporate Commission: Delaware - Yes..........Nevada - No
Stockholder Information is Public Record: Delaware - Yes..........Nevada - No
Annual Meeting Date Reporting Required: Delaware - Yes..........Nevada - No
More Fun to Visit: Delaware - No..........Nevada - Yes
Ok, so that last one doesn't really matter as far as business sense but as you can see from the above list of the few differences between incorporating in Delaware vs Nevada, Nevada is really the better choice. Both states do have advantages when deciding to incorporate your business but as you can clearly see, Nevada is the best choice.
As mentioned previously, here at Profit and Las Vegas Bookkeeping, LLC we help many people that want to start their own businesses become legal corporations. Our rates are extremely inexpensive and we give you everything you will need in order to become a legal corporation. From filing all of the state fees, issuing stock certificates, corporate binders with all the necessary documents, free registered agent fees, embossing seal, plus more, as well as the satisfaction of knowing that your business was created correctly. For more information please visit us on the web at www.profitandlasvegas.com/formation. You can also visit www.nevadabusinessformation.com. For more questions, please feel free to call us at (702) 405-9912. We look forward to working with you.
Profit and Las Vegas Bookkeeping
9767 Gentle Spirit Drive
Las Vegas, NV 89148
(702) 405-9912 - Office
(866) 835-9912 - Fax