Nevada

Nominee Services – We help you protect your privacy.

As you grow your net worth, privacy becomes an increasingly important consideration.  No one wants to feel that others may target him or her owing to their perceived wealth; however, this can happen.  People search the various government databases every day, looking for information they can use to their advantage.  In some states it is very easy to see how many companies someone owns or manages.  The assumption, of course, is the more companies, the richer the person must be. 

 

One way to prevent being targeted is to stay out of the public eye.  A nominee manager for your company or officer for your corporation can help you do that.  A nominee in this sense is someone who stands in your place for the purpose of filing documents that will appear on public record.  In Nevada, those documents include the annual list filed with the Secretary of State and the Business Registration filed with the Nevada Department of Taxation. 

 

A nominee is legal in Nevada.  To be in strict compliance with the filing requirements, all managers or officers and directors must resign their posts.  The owners vote to appoint the nominee to all manager or officer and director positions.  The nominee files the public documents, and then resigns.  The owners then elect themselves back into their previous positions to continue running the business. 

 

During the period of time that the owners are not in their normal management positions, they cannot do anything that will bind the company since legally they do not have authority to do so.  However, under certain circumstances, the nominee could bind the company while they are in position.  That is why we have our clients sign a contract that states we are acting as nominee to protect their privacy and will perform 2 duties only – file the annual list and file the business license renewal. 

 

What about IRS documents?  Those documents are not open to the public, so you do not need a nominee to file them.  Remember, you are protecting yourself from the public, not the government.

 

Do the managers / officers and directors have to resign and re-elect themselves every year?  Yes.  We take the wording on the documents we file seriously, so we do not allow a VP to stay in control of the company while we file.  However, we try to time our work carefully so the inconvenience is minimal.  We prepare all paperwork in advance, then email the appropriate resolutions and resignations.  We do our filings as soon as the paperwork is returned to us, signed and dated; then resign as quickly as is practical and email the last set of resolutions. 

 

How do I protect myself if I have entities formed outside of Nevada?  The easiest way is to list your Nevada company as the manager of your new entity instead of you when it is formed.  If the state requires the name of the owner as well, you will need to speak with a structuring coach to ensure that the tax election on the Nevada company and on the new one would not be a problem if the Nevada company owned the new one.

 

Since history is often available for a small fee, once the company has been established with your name on the filing, your privacy is compromised.  In this case a nominee may be able to hide you from immediate view; however, a better approach would be to dissolve the old company and create a new, one naming your Nevada company as the manager.   

 

While nominee service is valuable for protecting your private assets and businesses, it is not practical for those companies where you face the public every day.  If you make your nominee Nevada company the manager for companies you are already associated with, you will simply invite someone to see what other companies the Nevada entity manages in order to link them all back to you.  Save your Nevada company for those businesses and assets that are truly private.

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