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Las Vegas Review Journal: 5/3/08

Transparency bill draws mixed reactions

Group official says measure to have secretaries of state keep records of businessowners' identities impedes business

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May 3, 2008

By JOHN G. EDWARDS
REVIEW-JOURNAL

A spokesman for Nevada registered agents, who make their living filing incorporation papers for businesses, says a bill that would require states to keep corporate ownership records is the worst legislation imaginable.
But other state officials reacted differently to the Incorporation Transparency and Law Enforcement Assistance Act, which Democratic presidential candidate Barack Obama, Sen. Carl Levin, D-Mich., and Sen. Norm Coleman, R-Minn., introduced Thursday.Assembly Speaker Barbara Buckley, D-Las Vegas, liked the idea of more disclosure on corporate and limited liability company ownership. Senate Majority Leader Harry Reid, D-Nev., was noncommittal on the idea.
Sheriff Doug Gillespie couldn't be reached for comment about whether the bill would help police investigate financial crimes.
The bill would require secretaries of state to maintain records of the identities of owners of private corporations and limited liability companies. Although states could keep the owners' names confidential from the public, state officials would be required to provide the records in response to a law enforcement agency's subpoena or summons.
"Criminals are hiding behind U.S. corporations while committing all sorts of crimes -- from terrorism to money laundering, fraud and tax evasion," Levin said. "The bill we are introducing today will strike a blow against corporate secrecy, strengthen law enforcement, and curb the misuse of U.S. corporations."
Levin is chairman of the Senate Permanent Subcommittee for Investigations, which in November 2006 challenged officials of Nevada and Delaware about laws that allow corporate owners to hide their identities.
Critics of the bill call the measure unnecessary government intrusion into the investments of businesspeople who are legitimate.
"This is a huge impediment to new business," Derek Rowley, president of the Nevada Registered Agent Association, said in an e-mail. "In our current economic times, I can't imagine a worse idea."
But Buckley liked the bill.
"As a general rule, I think, for government, that the system works better if you're able to find out who owns the company," said Buckley, who had earlier pushed through legislation that requires disclosure of ownership in LLCs that are doing business with the government.
Meanwhile, Summers said: "Senator Reid wants to see what the bill looks like when it's done going through committee. He'll make his decision then."
Rowley lambasted the bill.
"It surprises me that Senator Levin is introducing this bill at this time, given the fact that the National Association of Secretaries of State has adopted a series of recommendations that we feel offer a very reasonable solution if they were instituted consistently in all the states," Rowley said in an e-mail. "Senator Levin is introducing this bill as though the states have been completely unresponsive, and that simply isn't the case."
The registered agent association worked with the Nevada secretary of state's office to help lawmakers adopt legislation for dealing with the same issue, he said.
The new Nevada law provides that law enforcement can request ownership records from corporations and LLCs. If the company fails to respond, the secretary of state can dissolve the corporation.
Rowley thinks the federal bill goes too far.
"(The Levin bill) mandates the disclosure of 'beneficial ownership' of all corporations and LLCs in the U.S.," he said, "a feat that is technically impossible."

Physicians Money Digest, Oct 2007




Ed Rabinowitz

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"Prosperity is not without many fears and disasters; and adversity is not without comforts and hopes." —Francis Bacon

37%–Percentage of increased bankruptcy filings for the month of June 2007 over the previous year. (American Bankruptcy Institute, 2007)


On October 17, 2005, the Bankruptcy Abuse Prevention and Consumer Protection Act went into effect. One of the major goals of the legislation, according to US Senator Jeff Sessions (R, Alabama), was to disallow people from filing bankruptcy simply for the sake of taking advantage of a financial opportunity provided by the government.
"People who can afford to pay all or a part of their debts over a limited period of time should not get off scot-free," Sessions explained.
One year later, the number of bankruptcy filings for the first three quarters of 2006 fell by nearly one million from the previous year. For the time being, at least, the new law was making an impact.
But for the month of June 2007, consumer bankruptcy filings increased nearly 37% over the previous year, according to the American Bankruptcy Institute. And for the first quarter of 2007, filings were up 66% over the same period in 2006.
While the 2007 numbers are down from the all-time high figures of 2005, they're still a sad reminder that bankruptcy—for a wide range of reasons—is widespread in the United States. It can happen to anyone, at any time. Even to doctors.
Just how vulnerable are physicians? Consider these case histories.

Starting Over at 50
In the process of opening a medical clinic in town, Kevin Jensen, MD, a family physician practicing in Carson City, Nevada, and his wife, Lois, borrowed all they could borrow and mortgaged everything they could mortgage in order to come up with the equipment necessary to open the clinic. They spent the next several years working between 60 and 90 hours a week to get the clinic off the ground.
Then, just when it started to look like their life's effort and sacrifice would pay off, Dr. Jensen decided to purchase an airplane. He learned how to fly and obtained his pilot’s license.
One September morning in 2001, Dr. Jensen and his wife climbed into their airplane and took off from the Carson City Airport. Just after takeoff, the plane's engine cut out. Dr. Jensen tried to turn the plane around and bring it in for a landing at the airport but, without power, he was unable to make it back. The low-flying plane clipped a tree and fell into the backyard of a home near the airport.
Miraculously, no one was killed. Dr. Jensen shattered a leg and his wife had minor bumps and bruises. But the plane had fallen on the owner of the home and inflicted serious back injuries. Litigation followed. The homeowner sued Dr. Jensen, his wife, the airplane mechanic, and the mechanic's shop. Everyone began pointing fingers at someone else.
"It was a horrible tragedy," recalls Derek Rowley, a friend of Dr. Jensen's and cofounder of Nevada Corporate Headquarters, a premier business formation and small business consulting firm. "For the next several years, it took everything Dr. Jensen had to defend the lawsuits. He lost his practice and all of his savings."
Dr. Jensen ended up selling his practice to a company that hired him on as a staff physician—but with a contract containing a no-compete clause stating he couldn't practice in competition anywhere within 50 miles of the clinic. A few months later, when Dr. Jensen was let go, he found himself unemployed and unable to practice medicine in his hometown.
Dr. Jensen had to relocate, and began serving as an emergency room physician at a rural Nevada hospital in Mesquite. Shortly thereafter, he called Rowley and asked if they could have lunch. "I've lost everything once, and I’m in the process of trying to get my feet under me again," Dr. Jensen told his friend. "I want to rebuild my life and I don't want to make the same mistakes. What do I need to do to protect myself?"
Rowley explained how Dr. Jensen needed to organize and structure his business, and how he needed to be careful about the way he held assets so that they weren't exposed.
Dr. Jensen has since begun rebuilding his life, only this time he's doing it with some planning and foresight. He has several business entities that he uses not only for his practice, but as building blocks toward his retirement.
"I'm very pleased to say that he's going to recover from this, but he's 50 years old and he's starting from scratch," Rowley says. "But at this point, I think he's counting his blessings."
In the Line of Duty
Maurice Ramirez, DO, BCEM, CNS, CMRO, is a highly regarded physician in south Florida. He is also the founding chairperson of the American Board of Disaster Medicine, and a senior physician-federal medical officer for the Department of Homeland Security. When trouble calls, he responds.
"My equipment is in the back of my car," Dr. Ramirez explains. "I can leave on 2 hours' notice from anywhere inside the continental United States. If I travel on vacation, I carry 200 lb of gear with me."
Dr. Ramirez and physicians like him deploy any time there is a nationally declared disaster, an event of national significance, or in anticipation of a potential terrorist attack, as an advance field medical team. Part of his team was at the New Orleans Superdome following Hurricane Katrina.
"We are effectively the M.A.S.H. units within the continental United States," says Dr. Ramirez, who, during the 2004 and 2005 hurricane seasons, spent 12 weeks away from his practice. Dr. Ramirez has seen what lack of financial preparation can do to a physician's practice.
"A member of my disaster response team had to resign his commission, and this is a guy who held the third highest rank you can get," Dr. Ramirez explains. "He's an anesthesiologist, and all of the hospitals where his group had contracts had terminated the contracts because he wasn't around. He had become, in their words, unreliable, because over a 14-month period of time, he had been gone 12 weeks."
Dr. Ramirez explains that financial and business preparation is critical to physicians who volunteer their time as he does. But he adds a third, and maybe even more important element—relationship preparation, or what he likes to call physician self-disclosure.
"I know a physician assistant who was not just Army Reserve but he was Army Ranger Reserve, and every one of his patients knew that he was a Ranger, and knew that as we were ramping into the potential for a second Gulf War, every one of his people knew that at some point he would probably get a deployment call up," Dr. Ramirez explains. "He was in-country for a solid year before he went back to that practice. And when he came back, his patients didn't migrate, every one of them insisted on going back to Dr. Rob. Because he told them in advance that he was going. And the patients actually brought him cake and cookies. I swear, the guy actually gained 5 lbs before he left. And I think that’s the relationship issue."
Dr. Ramirez advocates financial resilience, or good money management. He says that there are many physicians who end up losing their practices because of being called up for National Guard deployments. And the only thing they've done wrong is that they've failed to provide for their own financial security.
"If you know that you're going to go from a business income of $750,000 a year to captain's pay, which if I remember correctly is somewhere around $78,000 a year, taxable, it's going to be less than 12% of what your business usually brings in," Dr. Ramirez says. "And yet your expenses are not going to go down that much. You need to have a year's worth of capital in place if you know you could be gone for a year. And you must have projects for everyone in the office. That way, on days when you don't have cross-coverage in the office, your people have something to do. They can follow up on past due accounts or catch up on the conversion to electronic records."
Dr. Ramirez saw this very principle in practice when his own doctor recently took a 1-month vacation.
"He came back to an office that was clean, everything was done, everything was filed, and they had their best month of collection the month that he got back, because they had been able to chase accounts that nobody had the time to hunt down," Dr. Ramirez says. "It's about financial preparation, relationship preparation, and business preparation."
Turning Things Around
Don Saelinger, MD, and two other physicians founded Patient's First Physician Group (PFPG) in the 1970s, and built it into the practice to be associated with in the Cincinnati-northern Kentucky market.
In 1993, with managed care beginning to roll into the local market, PFPG was looking for capital in order to grow its business. After considerable investigation into practice management companies, Dr. Saelinger and his partners sold their practice to Health Partners, a privately held company, for stock and cash, but they maintained their own infrastructure.
Then, in 1995, Health Partners was sold to a publicly traded company called FPA, which, in 1999, filed Chapter 11.
"That made our management company bankrupt, and essentially, our practice bankrupt," Dr. Saelinger says, adding that he and his colleagues could see the handwriting on the wall. "The leadership of FPA began pushing us for our cash, which they had not done before. They tried to get us to move our infrastructure to their national infrastructure, which we steadfastly refused to do. And I guess the advice to physician groups that want to survive to the end of the day is don’t give up your infrastructure."
The next 2 years took "a couple of years off my life," Dr. Saelinger recalls, but in the end, he and his colleagues banded together to repurchase their management company from bankruptcy court and have continued straight uphill ever since—adding new doctors, new sites, a new surgery center, and a variety of other capabilities.
One key element to the practice's success, Dr. Saelinger says, is "aligning the physician incentives so that when push comes to shove, there's not a lot of pulling apart in your organization. You don't have disruption in the ranks. And as we moved forward in our new model after the bankruptcy, physician ownership of the organization was vital in building the group."
PFPG was recently acquired by St. Elizabeth Medical Center in Covington, Kentucky, the leading hospital in the area, a move that Dr. Saelinger says positions the practice for success no matter what health care reimbursement model comes down the pike. And he credits his solid physician organization with making it all possible.
"Doctors are usually not very readily convinced that they should pull money out of their pockets for their organization," Dr. Saelinger explains. "That's a difficult sell, generally. But we were able to do that, and that's what saved the day."


Doctors Going Bankrupt. It Can Happen to You
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Los Angeles Times: 9/12/05

Tax-Averse Firms Cross a State Line
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Forget complicated wire transfers to the Cayman Islands or secret Swiss deposit boxes. Californians who want to hide their money from tax authorities are increasingly opting for a simpler alternative: socking it away just over the state line.
No need for savvy accountants or high-priced lawyers. Seminars, webcasts and radio advertisements bray that it’s easy to slash a California tax bill – or eliminate it altogether – by creating a corporation in Nevada, where there is no income tax on businesses or individuals. Set one up online with a few keystrokes and a $395 credit card payment! For a little extra, a Nevada mailing address, telephone number and bank account can be added.
Promoters peddling the packages call it good tax planning. California officials call it something else: tax fraud. They say the cash-strapped state’s coffers are being drained as even some of the smallest California businesses shift their profits into hastily created corporate shells in the Silver State.
“We want to catch this scam before it gets out of hand,” said state Controller Steve Westly. “We think it will cost the state tens of millions of dollars if this continues.”
After months of urging by tax preparers, the California Franchise Tax Board, of which Westly is chairman, has begun investigating reports that there has been a surge of interest from California in setting up shell companies registered in Nevada.
Establishing such companies requires only filing some simple paperwork with the Nevada secretary of state. California firms can then shift their income to the shell corporation, even though no business is transacted in Nevada and all operations and executives remain in California.
State officials say the law is clear: Money earned in California is taxable in California. Authorities are only a few weeks into their investigation but have already turned up enough activity for the tax board to launch a dozen audits.
State officials say many more may be on the way, as they scrutinize the returns of nearly 500 more California taxpayers who have formed Nevada corporations through a single business that advises clients on how to shelter income.
Officials would not name the business. But they said it is one of a number of companies pitching Nevada tax plans to Californians on 
AM radio, over the Internet and in newspaper ads. The tax board has so far uncovered about 270 individuals and companies promoting Nevada incorporation schemes they suspect are fraudulent.
Experts say California investigators will have a tough time stamping it all out. Nevada corporate secrecy laws can make it impossible to unearth how exactly money is being used once it is shifted there. Unlike most other states, Nevada doesn’t work cooperatively with the
IRS to root out tax cheats – something the office of the Nevada secretary of state highlights in a pamphlet titled “Why Incorporate in Nevada?”
The pamphlet also says: “Stockholders, directors and officers need not live or hold meetings in Nevada, or even be
U.S. citizens.” And it touts “minimal reporting and disclosure requirements.”
The incorporation schemes, meanwhile, may have received a boost from a recent
U.S. Supreme Court decision that limits how far California tax agents can go in pursuing cases over the state line.
“If you are trying to track down a fraudster and the trail leads to Nevada, it is a dead-end,” said Jack Blum, a Washington, 
D.C., attorney and tax-shelter expert who has assisted Congress in financial crime investigations. “The place has become famous internationally for enabling people who want to evade taxes or hide what they are doing. A lot of California people have figured this out.
“Everyone is trying to get a piece of this.” Californians are supporting a cottage industry of incorporation agents in such places as Carson City, Las Vegas and Reno. A decade ago there were only a handful of businesses that specialized in setting up Nevada corporations. Now there are nearly 200. Californians own roughly 40% of the 71,000 Nevada corporations those companies helped form last year, according to the Nevada Resident Agent Assn., an umbrella group for incorporation businesses.
Nevada officials dispute that more than a handful of those companies are engaged in tax fraud. They say the days of people viewing Nevada as a haven for tax outlaws are over, and few taxpayers really believe that they can hide their profits in Nevada and not get caught.
Derek Rowley, the association president, points to numerous legitimate reasons Californians might incorporate in Nevada, such as laws many Californians believe offer more privacy protection for investors and shield business owners from being held personally liable in lawsuits against their company. California companies with a lot of business out of state also can save on taxes legally by operating under the banner of a Nevada corporation, he said.
“We have made a lot of effort in the last few years to educate people in this industry about the complexity of the tax system,” said Rowley. “There is a clear understanding that you can’t use the Nevada corporation to get out of paying taxes.”
On a recent afternoon, as a hot breeze kicked up the dust outside his storefront office in a Carson City strip mall 25 miles from the California border, Alan Teegardin fielded calls from Californians and other out-of-staters curious about incorporating. Teegardin, a former Marine pilot with law licenses in Ohio and the
U.S. Virgin Islands, is general counsel for Resident Agents of Nevada, one of the many incorporation companies that have sprouted in town in recent years.
With a few desks and a handful of employees, Teegardin’s office is among the more established in town. The industry isn’t regulated, and setting up shop doesn’t take much. Some in the business merely hang a shingle at home, buy an answering machine and work out of the kitchen.
Teegardin said in an interview that Californians come to him every week looking to legally avoid the state’s 9.6% tax on corporate income – and he tells them he can help.
One of his strategies involves setting up a Nevada corporation to own all of a company’s equipment – ovens for a bakery, for example, or maybe computers and fax machines for a travel agency. But no baking or travel planning is being done in Nevada. No one involved in the business is even located there. Everything is still happening in California.
The owners simply use the Nevada company to lease the equipment back to the store in California. The cost of the lease cancels out California profits, possibly eliminating taxes owed there. The profit gets shifted to Nevada, which has no corporate or personal state income tax.
Teegardin said it is merely sensible financial planning. “Some people play closer to the line than others. I don’t do anything close to the line.”
Teegardin said California agents, from time to time, come to his and other nearby offices looking for information about clients.
“They ask to look at records,” he said casually. “I say, ‘Absolutely not.’ California has no jurisdiction. You don’t have to turn any of your Nevada stuff over to them.”
California officials disagree. And they say agents will not even need to go to Nevada to find most of the people they’re looking for. Investigators say they can rely on computers that compare bank, sales and payroll records linked to California addresses. Tax professionals say the state is still a few years away from foolproof technology.
Alfonso Bundoc Jr., a former
IRS agent who owns Premier Tax Service in Los Angeles, has been urging the state to crack down on the Nevada schemes. The computers are a good start, he said, but it’s also possible for a crafty tax planner to exploit the system’s shortcomings to help clients evade detection.
“The ability to find all of these people is not yet there,” he said.
Going across the state line, meanwhile, raises other issues. Like how to deal with the 2003
U.S. Supreme Court decision that allows Nevada taxpayers audited by the California tax board to sue for harassment. The decision is related to a case winding its way through the Nevada courts, in which a jury verdict in favor of the taxpayer, inventor Gil Hyatt, could cost California hundreds of millions of dollars.
There are reasons the Hyatt case may not be the best gauge of how far California agents can go. Hyatt alleges that a California agent went through his mail and trash, spread vicious rumors about him, claimed that he had sent a “one-armed man” to tail her and declared that she was going to “get that Jew bastard.”
Even so, the 9-0 high court decision may have opened the door for any taxpayer targeted in Nevada to file suit.
“It makes it a little more scary to audit someone in Nevada,” said Frank Katz, general counsel for the Multistate Tax Commission, an organization of state governments working to make tax collections more efficient. “The person can now just sue you there.”

Startupnation.com

Incorporating a Business Out of State – Is it Right for You?
Full Article
By Lekan Oguntoyinbo
Is incorporation in Nevada right for you?
Malik Lowry, a Detroit-area entrepreneur, is considering incorporating his hip-hop social-networking Web site in Delaware instead of his home state.
Lowry expects fast growth for his site, Dfonic.com, and hopes for strong profits. While searching the Web, he found a number of financial advantages to incorporating in Delaware.
"Delaware has no sales tax, personal property tax or intangible property tax on corporations," Lowry says. "If I go public, my investors who live outside of Delaware won't pay taxes on stock shares or even inheritance taxes. It just plain makes sense."
Registering a business in another state may offer some enticing legal and tax benefits. This is particularly true in pro-business states like Delaware and Nevada. And depending on the type of business, the process can be simple and straightforward.
But it also could be full of big problems. There’s a lot of bad information around, as Los Angeles-based author and tax expert Eva Rosenberg found.
Incorporating in another state doesn’t get you off the hook from meeting your tax and legal obligations in the states in which you do business, says Rosenberg, author of
Small Business Taxes Made Easy (McGraw-Hill, 2004, $16.95).
“I wrote an article years ago that said it was OK to register in another state because it would help avoiding certain kinds of taxes here in California,” she says. “But that wasn’t so.”
Look for Business-Friendly States
Income tax breaks and stronger limited liability protection for corporate officers make registering a business in Delaware or Nevada an attractive option, experts say.
“In Nevada they have improved liability for corporate officers to make it difficult to hold them responsible in litigation,” says Derek Rowley, president of Superior Capital Corp., a Las Vegas-based holding company for incorporation-services firms. “The standard for piercing the corporate veil is much higher in Nevada.”
Lower corporate taxes also makes Delaware especially attractive to publicly traded companies, says Ralph DiLeone, a Raleigh, N.C.-based corporate lawyer with more than 20 years’ experience working with companies that register out of state.
Calculate and Compare Cost Savings
There are some basic housekeeping chores in registering out of state that need be considered when calculating your cost savings, Rosenberg says.
You’ll need a mailing address in the registration state and a service agent – someone who can accept legal and other documents on your behalf – located at a physical address in the state and available during regular business hours. You’ll also need a telephone and, likely, a mail forwarding service, which can slow down your mail delivery.
“If trying to avoid some local taxes, money is coming out another way,” she says. “You’d better have a darn good reason for registering elsewhere because you might not be saving money.”
Getting Started
If, after carefully evaluating the move, you decide to go ahead, here are some steps to getting started:
  • Visit the registration state’s Secretary of State Web site and research the specific requirements for incorporating there.
  • Familiarize yourself with the state’s tax laws. It will save you a lot of headaches in the long run.
  • Put together an advisory team, including your attorney, accountant, insurance broker, banker and possibly your bookkeeper, top vendors and, depending on the business, one of your principal customers, Rosenberg says.
  • Rowley recommends hiring an incorporating service. But if you plan to take your company public, get an attorney.
And a lawyer gets the last word. “Get the right professionals involved,” DiLeone says, “because it’s going to save your butt.”

USA Today: 2/23/07



Full Article


How easy is it to incorporate a new business in the USA? So easy that it can sometimes be done in five minutes.
A 2006 survey by the Government Accountability Office documented the swift processing and limited restrictions by most states when they review proposed new incorporations.
The applications may be filed by an owner or principal of the new company, but more typically they are filed by an attorney or a firm that specializes in registering corporations.
STORY: Corporate owners hide assets, identities
Many states allow incorporations to be filed by fax or online for a median fee of $95, the GAO found. The only documentation typically required is the company name, the number and type of shares, plus the name and address of a local agent to accept legal notices on the company's behalf.
State agencies, such as the Secretary of State's office or a tax division, check whether the proposed corporate name is being used and review the application for omissions or misstatements before filing the incorporation.
Only two states, Massachusetts and Utah, require company officers' names and addresses on incorporation documents, the GAO survey found. Ten states require the names of directors, and nine require their addresses. But no state verifies the names or checks them against criminal records, the GAO found.
Laws in Nevada, Wyoming and most other states are even less restrictive, because they don't bar corporations from listing nominees in place of actual owners on company formation documents.
State officials and law enforcement agencies say corporations are entitled to some privacy to protect their operations against business competitors and to limit their legal liability.
"The way that Nevada is positioned is it provides a higher level of personal protection and indemnification for officers, directors, owners and agents of a corporation than any other state does," said Derek Rowley, president of the Nevada Resident Agent Association.
"Protecting personal assets is a legitimate business purpose," added Rowley.
Got $95 and 5 minutes? That's about all it takes