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Garrett Sutton. Start Your Own Corporation
Start Your Own Corporation: Why the Rich Own their Own Companies and Everyone Else Works for Them. Garrett Sutton, Esq
Acknowledgments
Contents
Foreword. by Robert Kiyosaki
747 Replaces Cargo Ships
Introducing Garrett Sutton
Introduction
Chapter One. Your Entity Menu
Case No. 1: Johnny
Other Sole Proprietorship Disadvantages
Case No. 2: Louise
Other General Partnership Disadvantages
Rich Dad Tips
Chapter Two. Good Entities
Corporations
Case No. 3: The English Rose/Sir Richard Starkey
Rich Dad Tips
Limited Liability Companies
Case No. 4: Thelma/Millennium Salsa
LIMITED LIABILITY PROTECTION
UNLIMITED OWNERSHIP
FLEXIBLE MANAGEMENT
Rich Dad Tip
DISTRIBUTION OF LLC PROFITS AND LOSSES/SPECIAL ALLOCATIONS
FLOW-THROUGH TAXATION
LACK OF PRECEDENT
Rich Dad Tips
Limited Partnerships
Case No. 5: Jim
LIMITED LIABILITY
RETAINED MANAGEMENT
RESTRICTIONS ON TRANSFER
PROTECTION FROM CREDITORS
FAMILY WEALTH TRANSFERS
FLEXIBILITY
TAXATION
FAMILY LIMITED PARTNERSHIPS
Rich Dad Tips
Chapter Three. Corporation or LLC?
C Corporations
S Corporations
Limited Liability Companies
Operate a Business
Payroll Taxes
Business Debts
Fringe Benefits
Owner Flexibility
Case No. 6: Burnham’s Baked Hams
S Corporation Eligibility Requirements
Corporate Form
Hold Assets
Case No. 7: Teo and Mitch
Case No. 8: Armon
The Series LLC
Taxation
Conclusion
Chapter Four. Using Nevada and Wyoming Entities to Your Maximum
Strategy One: Doing Business in Your State
Strategy Two: Doing Business in Your State and in Wyoming. Case No. 9: Ken and Cindy
Expenses In Your State-Income In Wyoming
Asset Protection
Lower Corporate Taxes
What Is Controlled Group Status?
Strategy Three: Doing Business in Your State Borrowing Money from Nevada, Inc. Case No. 10: John and Denise
Concerns When Transferring Assets
Fraudulent Conveyance
Bearer Shares
Money Laundering
One Final Point on Maximizing Corporate Benefits
Chapter Five. How a Charging Order Works to Your Advantage
Case No. 11: Joe and Family
Rich Dad Tips
Chapter Six. Crossing State Lines
Case No. 12: Diane and Eric
Stealth vs. Structure
Case No. 13: Paul
Rich Dad Tips
Chapter Seven. Professional Corporations. Case No. 14: Denny
Rich Dad Tips
Chapter Eight. Organizational Steps for Forming a Corporation, Limited Liability Company, and Limited Partnership
Corporations
Articles of Incorporation. Corporate Name
Purposes and Powers
Board of Directors
Authorized Capital
Duration
Name and Address of Resident Agent
Bylaws
Meetings of Directors
Meetings of Shareholders
Officers and Directors
Records and Reports
Limited Liability Companies
Articles Of Organization. LLC Name
Purposes and Powers
Name and Address of Resident Agent
Manager-or Member-Managed
Operating Agreement
Managers
Restrictions on Transfer of Interests
Distributions to Members; Profits and Losses
Meetings
Charging Order
Limited Partnerships
Certificate Of Limited Partnership. Limited Partnership Name
General Character of Business
Name and Address of Resident Agent
Name and Address of General Partner
Amounts of Contributions
Duration
Events of Termination/Dissolution
Limited Partnership Agreement
Management by General Partner
Limited Partner’s Role
Restrictions on Transfers/Distributions to Partners
Events of Termination/Dissolution
Charging Order
Rich Dad Tips
Chapter Nine. The Importance of Corporate Formalities
Case No. 15: Roger and Donny
Minutes of Meetings
Minutes of the First Meeting of Shareholders of XYZ, Inc
Organizational Minutes of the Board of Directors of XYZ, Inc
Minutes of Annual Meeting of Shareholders of XYZ, Inc
Minutes of Annual Meeting of Board of Directors of XYZ, Inc
Rich Dad Tips
Chapter Ten. Business Tax Deductions
Start-up Expenses
Operating Expenses
Inventory
Capital Expenses
Case No. 16: Tony and Theresa
Office Rent Expense
Start-up Expenses
Meals
Computer Expense
Telephone Expense
Employee Expense
Auto Allowance
Achievement Awards
Travel Expenses
Health Insurance
Group Term Life Insurance
Dependent Care
Cafeteria Plan
Education/Dues/Subscriptions
Retirement Plans
Conclusion
Rich Dad Tips
Chapter Eleven. Building Corporate Credit
Level One: Whatever It Takes
Level Two: Wising Up
Rich Dad Tip
Level Three: Established Business Credit
Watch Out for Scams
Get Started Now
Chapter Twelve. Insurance
Real Property and Personal Property Insurance
Replacement Cost vs. Current Value
Liability Insurance
Director and Officer Liability Coverage
Reading the Fine Print
Rich Dad Tips
Chapter Thirteen. Joint Ventures. Case No. 17: Jon and Singh
Rich Dad Tips
Chapter Fourteen. Raising Money
Merit Review States
Limited Partnership
Limited Liability Company
Corporations
Case No. 18: Z Tech
LP and LLC Investor Rounds
How to Bring Investors In
Rich Dad Tips
Chapter Fifteen. Voting Trusts. Case No.19: Miguel and Florence
VOTING TRUST AGREEMENT
RECITALS
SECTION ONE. TRANSFER TO TRUSTEES
SECTION TWO. OTHER STOCKHOLDERS MAY JOIN
SECTION THREE. TRUSTEES TO HOLD SUBJECT TO AGREEMENT
SECTION FOUR. TRUSTEE S CERTIFICATES
SECTION FIVE. LIST, RECORDS
SECTION SIX. TRUSTEES TO VOTE STOCK
SECTION SEVEN. DIVIDENDS
SECTION EIGHT. TRUSTEES INDEMNITY
SECTION NINE. RIGHT OF FIRST REFUSAL
SECTION TEN. NEW TRUSTEES
SECTION ELEVEN. RULES AND ACTIONS
SECTION TWELVE. DURATION
Rich Dad Tips
Chapter Sixteen. Know Who Your Director and Officers Are!
What Are Directors and Officers and What Powers Do They Have?
Rich Dad Tips
Fiduciary Duty and Indemnification
Duty of Care
Duty of Loyalty
Which Directors Can Be Held Liable?
Directors and Officers Liability Insurance
Consent to Act as a Director and Conflict-of-Interest Check
Consent to Act as a Director
Chapter Seventeen. How to Use a Buy-Sell Agreement
Case No. 20: Herman, Chloe, and Matty
AweTech, Inc. Buy-Sell Agreement
Spousal Consent
Rich Dad Tips
Chapter Eighteen. Protecting You and Your Business from Scams
Asset Protection Scams to Avoid
Case No. 21: Pamela
$99 Incorporation
Nevada Office Package
Tax Scams to Avoid
Rich Dad Tips
Chapter Nineteen. What Happens at the End
Limited Partnership
Limited Liability Company
Corporation
But Why Dissolve?
Chapter Twenty. Some Miscellaneous Traps
Personal Service Company
Personal Holding Company
Accumulated Earnings
Rich Dad Tips
Chapter Twenty-One. Seven Steps to Achieve Limited Liability
References and Resources
About the Author
Other Books by Garrett Sutton, Esq
How Can I Protect My Personal, Business and Real Estate Assets?
