Aha... hitting on a complicated topic.
That depends on what you are trying to accomplish by incorporating in 
another state. There are many potential reasons...

1) To be governed by a "right to work" state, to improve employer rights. 
(VA)
2) To avoid Property Tax (Delaware), or Sales Tax , in states that might not 
charge it.
3) To make it harder to be sued, meaning making it harder for the 
prospective opposition to travel to file claim.
4) To Take advantage of other complicated Tax law, that might benefit 
profits.
5) To gain incentives from the local government in the area that you newly 
locate to.
6) To take advantage of a specific State Corporate Law that may benefit your 
business model.
        (For example, in one state a non-profit director may take a larger 
salary than allowed in another state.)
7) To have less State Income Tax.
8) To take advantage of states with fewer anoying laws. (For example, a 
state that has less permit and licensing requirements).

One of the factors is to determine whether where you incorporate has any 
effect. Sometimes it matters where you conduct business (where clients are 
located), or where offices and employees reside, or where property is 
located.

It should also be noted that it is much easier to find good professional 
services in your state, when incorporated in your state, as they are likely 
licensed in your state. This has a convenience benefit. To not take 
advantage of that, there should be a clear reason why the alternative will 
be more beneficial.

Tom DeReggi
RapidDSL & Wireless, Inc
IntAirNet- Fixed Wireless Broadband


----- Original Message ----- 
From: "RickG" <rgunder...@gmail.com>
To: <leyun...@wispadvantage.com>; "WISPA General List" <wireless@wispa.org>
Sent: Thursday, June 04, 2009 12:01 AM
Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital Availability


Very nice info Larry! So, what is your take on incorporating in a
state other than your home state for tax reasons? Is it worth the
effort?
-RickG

On Wed, Jun 3, 2009 at 1:09 PM, Larry Yunker <leyun...@wispadvantage.com> 
wrote:
> What you are referring to is called "corporate formalities". These same
> concepts exist with regards to LLC's. For instance: You must have those
> officers which the state statute requires (usually president and secretary
> but some states require others), you must make those filings which the 
> state
> statute requires, you must properly finance the company, you must 
> reasonably
> insure the company, you must follow appropriate accounting procedures for
> the company, you must adhere to your own bylaws - articles of organization
> or other controlling documents, etc.
>
> The bottom line is that the more that you do to treat the company as an
> independent entity the less likely that someone can "pierce the corporate
> veil." The more often that you treat the company like an empty shell or as
> something owned and controlled solely for your benefit, the more likely it
> is that a creditor can reach beyond the company and attach to your assets.
>
> Yet, I think the most commonly overlooked liability is the dreaded 
> "personal
> guarantee". Until your company has built up sufficient credit history of
> its own, it is likely that you will be asked to guarantee the liabilities 
> of
> your company. When you purchase on credit or if you take out a loan, it is
> quite likely that you will be asked and/or required to sign a personal
> guarantee regardless of the structure of your company. If you sign such a
> document, you may be held personally liable for the underlying debt EVEN 
> IF
> the company is a limited liability entity (such as a LLC or a S-Corp). Be
> CAREFUL, some of these guarantees allow the creditor to seek payment from
> YOU FIRST instead of even chasing the company!
>
> So, keep in mind that one of the biggest reasons for going with a limited
> liability entity early-on is NOT to limit your liability to creditors 
> (they
> probably will reach you through personal guarantees). The reason to go 
> with
> limited liability from the start is to limit your liability in "tort"
> (meaning when you or someone that works for you causes someone else to be
> hurt). Also remember that torts happen outside of the company AND inside 
> of
> the company. I'd say at least half of the calls that I'm fielding these
> days come from people who have recently been laid-off from their employers
> and now they are suing their employers for some sort of tort. (wrongful
> discharge, employment discrimination, sexual harassment, etc.)
>
> - Larry
>
>
>
> -----Original Message-----
> From: wireless-boun...@wispa.org [mailto:wireless-boun...@wispa.org] On
> Behalf Of RickG
> Sent: Wednesday, June 03, 2009 11:29 AM
> To: WISPA General List
> Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital 
> Availability
>
> Apparently, "meeting minutes" are one of the differences between an
> LLC & Corporation. I do my "minutes" for the "annual meeting". No
> biggie, but considering changing over to an LLC.
> -RickG
>
> On Wed, Jun 3, 2009 at 6:06 AM, George Rogato <wi...@oregonfast.net> 
> wrote:
>> Yeah, my accountant told me a story about one of his un named clients
>> who was previously part of a corp . Turns out there was a lawsuit
>> against a corporation that had filed for bk protection a couple years
>> earlier.
>>
>> The person filing the lawsuit wanted to see the corporate minutes for
>> the now defunct corporation to see if they were done on a regular basis.
>>
>> What they were after is, was it a real corporation that held directors
>> meetings on a regular basis and kept minutes.
>>
>> if not, then the corporation would in fact be considered an illegal
>> corporation and the shareholders would then be considered sole
>> proprietors and the corporations bk would be over turned, leaving them
>> open to that lawsuit. More so than exposing the share holders to that
>> type of liability, the share holders, now sole proprietor or partners
>> would have also filed false tax returns and would be subject to all
>> those unpaid taxes and penalties interest etc.
>>
>> A can of worms indeed, when not done right.
>>
>>
>>
>> Travis Johnson wrote:
>>> I understand the corporate structure and how it works. I also know that
>>> if you follow all the proper corporate bylaws, they can NOT break the
>>> corporate barrier. Yes, they will try and list each person individually,
>>> but if you have a good attorney, that is a simple motion to get the
>>> individuals removed (been there, done that).
>>>
>>> Travis
>>> Microserv
>>>
>>> Marlon K. Schafer wrote:
>>>> It can be done a lot cheaper. But we work hard to do it right not cheap
> these days.
>>>>
>>>> And the corporate veil isn't as strong as it used to be. If your
> company screws up the officers (that's you) will be named on any suit 
> these
> days too.
>>>>
>>>> marlon
>>>>
>>>> ----- Original Message -----
>>>> From: Travis Johnson
>>>> To: WISPA General List
>>>> Sent: Monday, May 25, 2009 9:53 AM
>>>> Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital
> Availability
>>>>
>>>>
>>>> Huh? We incorporated in 1997 and I think total cost was less than
> $500. How do you ever expect to get away from having to do personal
> guarantees if you don't operate like a "real" business?
>>>>
>>>> Travis
>>>> Microserv
>>>>
>>>> Marlon K. Schafer wrote:
>>>> One more thing. I don't agree with your definitions per se'.
>>>>
>>>> We all have businesses. A proprietorship is a TYPE of business. We are
> a
>>>> proprietorship because I'm not incorporated (incorporating is over 
>>>> rated
> and
>>>> expensive to do right). I'm still a business though....
>>>>
>>>> http://en.wikipedia.org/wiki/Business
>>>>
>>>> http://en.wikipedia.org/wiki/Sole_proprietorship
>>>>
>>>> http://en.wikipedia.org/wiki/Asset
>>>>
>>>> marlon
>>>>
>>>> ----- Original Message -----
>>>> From: "Charles Wu" <c...@cticonnect.com>
>>>> To: "WISPA General List" <wireless@wispa.org>
>>>> Sent: Sunday, May 24, 2009 10:03 PM
>>>> Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital
> Availability
>>>>
>>>>
>>>> Hi Marlon,
>>>>
>>>> I think it's appropriate to make a few definitions and distinctions on
>>>> things so everyone is on the same page
>>>>
>>>> Specifically, for purposes of making my point, I define
>>>>
>>>> Proprietorship: A commercial activity engaged in as a means of
> livelihood
>>>> or profit
>>>>
>>>> Business: A unique system of processes and procedures that documents 
>>>> and
>>>> codifies a specific method of proprietorship
>>>>
>>>> Asset: cash, inventory, equipment, infrastructure, customer contracts,
>>>> brand, marketing, etc
>>>>
>>>> Grin. Sure it is. That's what a LOT of small business people do.
> It's
>>>> also kind of common for doctors, dentists, plumbers etc.... Sometimes
> it
>>>> sucks,
>>>> Now, everything you stated above is just a method of
> proprietorship, and
>>>> in most cases, from a sale perspective, a proprietorships isn't worth
>>>> anything more than the depreciated value of its assets
>>>>
>>>> Say you were buying out the local plumber's office -- what would he 
>>>> have
>>>> of value? His truck? Some old tools? A customer list / brand perhaps
>>>> (but the reality of things is that customers do business with him
> because
>>>> of him, and if you bought him out and he moved out of town, those
>>>> customers would probably go back to being on the open market)
>>>>
>>>> Now, in comparing the WISP 'proprietorship' vs. the plumber, it's worth
>>>> noting that the WISP is somewhat unique in that it results in the
> creation
>>>> of an independent asset that holds onto a lot of value (e.g., the
>>>> recurring revenue and everything that goes to support it); in many 
>>>> ways,
>>>> this is akin to real-estate
>>>>
>>>> Not
>>>> everyone out there even wants to get that big (if I had a nickle for
> every
>>>> business owner that's told me the most fun they had and the most money
>>>> they
>>>> made was when it was just them, no employees......) But then again,
>>>> that's
>>>> one of the really cool things about this buisness, it's big enough and
>>>> flexible enough to allow many different business models and operator
>>>> dreams
>>>> to bear fuit!
>>>> True...and you have the added benefit of building an asset that
> has value
>>>> (be happy we're not plumbers =)
>>>>
>>>> -Charles
>>>>
>>>>
>>>>
>>>>
>>>>
>>>>
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