Incorporate in Nevada
Nominee Service—Officers and Directors “In Name Only”
The use of what is commonly called “nominee service” has been practiced in the State of Nevada for around 75 years. Typically, this service, offered by most of the largest and most well-established resident agents in the state, provides the name and signature of a nominee on the annual list of officers filed with the Secretary of State, the only NRS 78 mandated public record of the corporation. The use of nominee service is inherent in many of the strategies presented here. A nominee Officer, or Director when properly used has no authority to act in any manner for the corporation except that as a nominee signer. When the Articles of Incorporation and Corporate Bylaws are formed correctly the Corporation will appoint the nominee signer with specificity of purpose. The purpose of course is only to be the public individual(s) of the private Corporation.
The use of nominee stockholders is far less common (to our knowledge) but the flexibility of this device enables strategies that would otherwise be considered “impossible”. Many regulations aimed at determining a corporation’s status are determined on the basis of ownership. In Nevada, it is relatively easy for the real owner(s) of a corporation to enjoy privacy of ownership: For any matter of record, the corporation’s stock may be held by any number of “outside” entities—persons or corporations.
Let’s say you have a half-dozen or more good and trustworthy friends, some or all of whom might desire a reciprocal “favor”. Do you suppose they would mind holding stock in your corporation, covered by a side agreement whereby you could vote the stock at any meetings and repurchase the stock on demand for a nominal price? The reason this works in Nevada is that stockholders are not a matter of public record, as explained previously.
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