Because they probably aren't legally allowed to practice law in that state :-) Why give the client away :-)
Tom DeReggi RapidDSL & Wireless, Inc IntAirNet- Fixed Wireless Broadband ----- Original Message ----- From: "Charles Wyble" <char...@thewybles.com> To: "WISPA General List" <wireless@wispa.org> Sent: Thursday, June 04, 2009 1:42 AM Subject: Re: [WISPA] Quesiton on Funding / Financing / Capital Availability > Advice I have heard from lawyers, is NEVER EVER EVER DO THIS (emphasis > from them). > > RickG wrote: >> 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 >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wants You! Join today! >>>>>> http://signup.wispa.org/ >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wireless List: wireless@wispa.org >>>>>> >>>>>> Subscribe/Unsubscribe: >>>>>> http://lists.wispa.org/mailman/listinfo/wireless >>>>>> >>>>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>>>> >>>>>> >>>>>> >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wants You! Join today! >>>>>> http://signup.wispa.org/ >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wireless List: wireless@wispa.org >>>>>> >>>>>> Subscribe/Unsubscribe: >>>>>> http://lists.wispa.org/mailman/listinfo/wireless >>>>>> >>>>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>>>> >>>>>> >>>>>> >>>>>> >>> ---------------------------------------------------------------------------- >>> -- >>>>>> >>>>>> >>>>>> >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wants You! Join today! >>>>>> http://signup.wispa.org/ >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wireless List: wireless@wispa.org >>>>>> >>>>>> Subscribe/Unsubscribe: >>>>>> http://lists.wispa.org/mailman/listinfo/wireless >>>>>> >>>>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>>>> >>>>>> >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wants You! Join today! >>>>>> http://signup.wispa.org/ >>>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>>> WISPA Wireless List: wireless@wispa.org >>>>>> >>>>>> Subscribe/Unsubscribe: >>>>>> http://lists.wispa.org/mailman/listinfo/wireless >>>>>> >>>>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>>>> >>>>>> >>>>> >>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>> WISPA Wants You! Join today! >>>>> http://signup.wispa.org/ >>>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>>> WISPA Wireless List: wireless@wispa.org >>>>> >>>>> Subscribe/Unsubscribe: >>>>> http://lists.wispa.org/mailman/listinfo/wireless >>>>> >>>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>> >>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>> WISPA Wants You! Join today! >>>> http://signup.wispa.org/ >>>> >>> ---------------------------------------------------------------------------- >>> ---- >>>> WISPA Wireless List: wireless@wispa.org >>>> >>>> Subscribe/Unsubscribe: >>>> http://lists.wispa.org/mailman/listinfo/wireless >>>> >>>> Archives: http://lists.wispa.org/pipermail/wireless/ >>>> >>> >>> ---------------------------------------------------------------------------- >>> ---- >>> WISPA Wants You! Join today! >>> http://signup.wispa.org/ >>> ---------------------------------------------------------------------------- >>> ---- >>> >>> WISPA Wireless List: wireless@wispa.org >>> >>> Subscribe/Unsubscribe: >>> http://lists.wispa.org/mailman/listinfo/wireless >>> >>> Archives: http://lists.wispa.org/pipermail/wireless/ >>> >>> >>> >>> -------------------------------------------------------------------------------- >>> WISPA Wants You! Join today! >>> http://signup.wispa.org/ >>> -------------------------------------------------------------------------------- >>> >>> WISPA Wireless List: wireless@wispa.org >>> >>> Subscribe/Unsubscribe: >>> http://lists.wispa.org/mailman/listinfo/wireless >>> >>> Archives: http://lists.wispa.org/pipermail/wireless/ >>> >> >> >> -------------------------------------------------------------------------------- >> WISPA Wants You! Join today! >> http://signup.wispa.org/ >> -------------------------------------------------------------------------------- >> >> WISPA Wireless List: wireless@wispa.org >> >> Subscribe/Unsubscribe: >> http://lists.wispa.org/mailman/listinfo/wireless >> >> Archives: http://lists.wispa.org/pipermail/wireless/ >> > > > -------------------------------------------------------------------------------- > WISPA Wants You! Join today! > http://signup.wispa.org/ > -------------------------------------------------------------------------------- > > WISPA Wireless List: wireless@wispa.org > > Subscribe/Unsubscribe: > http://lists.wispa.org/mailman/listinfo/wireless > > Archives: http://lists.wispa.org/pipermail/wireless/ -------------------------------------------------------------------------------- WISPA Wants You! Join today! http://signup.wispa.org/ -------------------------------------------------------------------------------- WISPA Wireless List: wireless@wispa.org Subscribe/Unsubscribe: http://lists.wispa.org/mailman/listinfo/wireless Archives: http://lists.wispa.org/pipermail/wireless/
