0:02
OK, everyone, thanks for joining. This is John Jay, today's September the 15th, 2022. And I'm not going to do Q&A today. I just wanted to share a couple of concepts with you for that from actual cases. And I just ended a phone call recently. We're discussing this interesting scenario, and I wanted to share it with y'all, but also there's something else regarding filing annual reports in the state of Wyoming for your LLC.
0:29
So I want to cover that more in depth.
0:33
So that if you have this experience in other states like New Mexico, for example, I don't see that in the near future, you're not going to file an annual report in the way I'm going to describe that Wyoming is doing it, and if you're experiencing it's worth Wyoming. I think that's old.
0:46
This will answer a lot of your questions.
0:48
So let me do a share screen real quick here and I'm going to I'm going to start by talking about the very simple concept of this, this gentleman was, he was in a car wreck, it was his fault.
1:00
He was found responsible, and then the, the judge is going to make him pay, right? So, because there were damages he's got. He's gotta compensate the other person.
1:12
So, as we're discussing this, that occurred to me that because it's damages, and it happened to be in Utah because it's these types of damages and he's just making him be the chomp. I mean, they're just want him to handle all the liability. And maybe, maybe he's supposed to, I don't know, but it's kinda not fair, because the city and the county and the state, they all have insurance, but nobody makes insurance claims with them.
1:35
And yeah, let's say it's his fault, it is the judge said it's his fault, but still the damage took place.
1:41
It's just like if you had to slip and fall, Yeah, you slipped and fell because you didn't pay attention to the sign that said Wet Floor, but you went stepped into syrup anyways or whatever any itself. So, but the, the owner of the property is still liable. OK, so here's what happens.
1:56
If you have damage or loss on county or city or government property, there's an insurance policy that covers that. In most cases, there can be some exclusions right with negligence and things like that. And this was not a case of negligence. This was just an auto collision. And so I suggested that he make a claim against the city.
2:18
Now, remember, this case is already adjudicated. He's that he's up now for a hearing on to determine how much he's gonna pay and when.
2:25
So, I said, why don't you make a claim against the city for the actual damages and tell the truth? So you go through, and you can see here, here's the actual form. I found it like a half, a second, on the internet while we're talking, and here's the actual claim form.
2:35
You can do this with, your city and your county for similar situations. Not just auto collisions, OK? But anyways, look here, that very nice. They give you the whole thing They tell you who to send it to the legal department, right? And property damage. You put the information that pertains here. You say, the truth, I would put the police report here, OK?
2:57
Can't go wrong with that.
3:00
All right, all the details. Total amount, OK?
3:03
That's probably the total amount is going to be, but he's liable for, I don't know, maybe 20, $30,000 maybe, and so then You got the witness who is the other party here. So it's all there the cases already there.
3:15
Now keep in mind here is not just a notary for witnessing your signature. You actually have to tell the truth here, so make sure that's in your mind, you tell the truth, and then you, you never, I said, OK, and you sell, you, send that in. Now what's interesting is, I think is my speculation I've never done it like this before.
3:31
But my speculation is that it's going to it's going to make them step back a little bit.
3:38
The Court, I told the file this in the court when it's notarized, file it in the court.
3:43
So now it brings the city in as a liable party with him.
3:47
And it might make the court take pause about how much money he may be liable for. He may be able to share the risk, or they may want may not want to proceed at all.
3:56
And then I said, once you file it, the clerk puts the file number on there, and all this and the date. I said, Go ahead and get a certified copy of it.
4:03
So it's so, it's an official document, and then use it at the restitution, because this claim becomes part of your income in the restitution process, OK? So just something to think about. I hope you guys are not in that situation, If I just wanted to share that with you. But what I really want to share with you is this. so someone, someone asked me an, apparently, there's a few of you they're dealing with this, but that's why I wanted to do this video. So I'm looking at the Wyoming statutes here, and this is why.
4:31
So under the whaling statutes under Section 17, 29, 2 0 9, Paragraph A This is what is the rule. The statute that governs filing annual reports.
4:45
Now an annual report in every state that I've ever seen, I didn't even pay attention here until recently. I'm sure this has been on the books for awhile, but an annual report just reaffirms what's in your articles and it says to the state. Yeah, you know, the registered agent is still the same addresses, the same principle, is the same members of the same, the name of the company is the same. Oh yeah, by the way, we change the registered agent. Here's the new address, oh, and here's the new agent. I'm gonna, we're updating the state in our annual report, right?
5:14
So that's what the annual report is for, To give that information to affirm it's still accurate or to reflect new changes or if you make annual changes, then that's what you do and the annual report.
5:24
And then there are some states that want a financial statement, AKA a tax return.
5:29
Well, Wyoming has merged its annual report with a tax return. So you gotta be careful.
5:36
When you file a tax return with a government agency, it's expected that you file a tax return with the government agency right from for every year after that. Now, I'm not saying this is a tax return.
5:46
I'm just suspicious of it.
5:48
If I look at the online renewal process, they don't give you a choice.
5:52
The software does not give you a choice to answer any other question, other than the way they want you to. So what I suggested is that the client not use the online order form. So if you have a Wyoming LLC and you want to keep the charter in good standing. I would just suggest that you not use the online renewal form.
6:10
Use this method I'm going to share with you right now. So this is the statute. And I want you to I want to point out a couple of things.
6:15
So, this says, every limited liability company organized under the laws of the state, that's everybody, that's all of us, everybody who's been using a Wyoming LLC and then what we don't care about this part, we're not going to domesticate from another state or something like that, OK, which obtains a certificate of authority.
6:35
So, let's look at this again.
6:38
Every limited liability company which obtains a certificate of authority to transact and carry out business in this state, you're not doing that. If, for most of you, you're gonna get a Wyoming company, because I said, Hey, that's a good idea, and you live in California, or you live in, Florida or Georgia, or something like that? Well, you're not going to carry on business, and Wyoming, that is not your intention, OK.
7:01
And, moreover, you did not get a certificate of authority to do that, unless the, unless the filing of the LLC is a certificate authority, which I don't believe it is. I think it's a separate, separate instrument. But in any case, you are not carrying on business in the state of Wyoming.
7:18
And even if your company, your LLC, a Wyoming LLC, is being used, and, let's say, Georgia, and, it makes $27 million last year, has nothing to do with the state of Wyoming.
7:29
OK, because it has to be within the State of Wyoming, and it's not, you're you're doing something outside outside the State of Wyoming, right?
7:38
So then what you're what you're supposed to do is, well, the LLC, it's supposed to file with the Secretary of State on or before the first day of the month, under a certification under the penalty of perjury, OK?
7:52
By its treasurer or other fiscal agent, fiscal means tax, by the way, guys.
7:56
So whenever you see this word, you know the timeout tax, OK?
7:59
So I would just recommend that square meter managing member. It's going to be your authorized signatory.
8:05
You can call it your Vice President. In fact, you can even make up a name here. I don't see a problem with that, but there's no problem in using your name or the name that's already on the record, OK. It's not a problem.
8:14
But technically, if you're not doing business in the state of Wyoming, then why would you fall in the first place?
8:22
Well, like I said, they merged the annual report update with tax return information.
8:28
So the only way to keep it, in good standing is to do this process.
8:32
So this is the lesser of two evils are kind of mixing them both together. So, I just strictly went on this statute here. You're gonna pay not a $650 fee, it's going to be a $60. It's updated, so if you check the actual website for the Center of State, you'll find out that the statute has been updated.
8:51
I don't know if they updated the statute or revise a rule. It doesn't really matter, at $60. If you paid 50, you'd get a letter back saying, hey, Yost another 10. Right.
8:59
So That's the document there. Let me see.
9:02
If you can look at this I might have to do I'm going to have to do a new screen share So I'm going to flip over to Looking at this statute, OK.
9:08
The statute basically is saying right You have to give all this information, OK, and it also wants To Know about how much how much capital and property and assets are located and employed in the state of Wyoming?
9:25
Georgia is not in the state of Wyoming, right so just keep this in mind.
9:30
Let me go over to this. I'm going to do a new screen share, so give me a second here.
9:33
Stop that share. Come back!
9:36
All right, so, what I did here is I, I wrote on a, start with a blank piece of paper, and I just had the idea, you don't do this way, but I went online and I found the logo for Wyoming Secretary of State, And I just put that in here, that showed up as a black and white document, OK?
9:52
Black and white image, whatever. So, that I put just for the clients convenience. I put this information over here, right? So, this is where it gets mailed if you're going to file this by mail, which is what I'm recommending, and I got this from the instructions on the Secretary of State's website that said, if you're filing by mail.
10:10
So this is the address, you guys can check it out, and I'm gonna call this an annual report for and what you would simply do is, you would put in your LLC's name, right. Please delete these underlines, it's so annoying to see these underlined still there. So take those underlines out then. You can do a global search and replace or whatever, but basically you're going to copy this everywhere. Here. You see, and then you want to get the file number. So go look at your articles from Wyoming you know, your your filed articles You will have a phone number on there. If you don't remember You know, you can look it up online.
10:42
You can just look it up on the Internet, OK, do a search and you'll get it So you type in your phone number. And I think it's this long number in Wyoming. I think it's like the year was filed dash and as long number. So, and then you want to put on what day of, whatever, so let's say we do this, let's say we filed this exactly last year, so let's say it would be on the 15th day of September.
11:08
Thousand, up to 20 21 I did last year, right? That's what it looks like. Do you need to know, OK?
11:14
And then I'm going to say that the LLC as of this date is in good standing. So hopefully it still is.
11:20
And that the street address is unchanged.
11:23
Or the street address has changed for print spiders as amended to OK, so what I would suggest is choose which of these you'll want to use, so if it's this one because you didn't make any changes, I would just simply delete this out.
11:37
Makes sense.
11:38
So that's, it's up to you.
11:40
I mean, you make this look isn't as nice as you want, so let me just back out of here.
11:45
All right. So let me go to the next one, mailing address.
11:48
Again, I made it to where you, because you say the mailing address is what it was, or it's changed, Either way, delete the one that doesn't apply, so forth, and so on. You get the idea, OK?
11:58
Now, this is the most important part, I think. This is where you avoid doing a financial statement.
12:05
Furthermore, my company LLC does not transact and carry on business within the state of Wyoming.
12:12
Notice it said that in the statute, actually, that language right out of the statute, and therefore, therefore, is not obtain any certificate of authority for this reason.
12:22
Didn't need to.
12:23
And at this time, my company has no capital property or assets located or employed in the state of Wyoming. Now.
12:31
I've done many versions of this, in, many, many cases over the years, and that's just fine. That's all they want to hear. So, they want to hear. It's just like those those states like Texas, and I think Illinois that. Send you a letter after you file and say, We think you have three employees and May $27,000 last year. You know, and so you have to write them a letter Saying, No, I didn't have any employees, and I didn't pay any wages in Minnesota that Kentucky was doing that.
12:56
So I believe you should should not have any problem. If you're in Wyoming. You're wondering what the heck to do.
13:01
Just use this form. You can make up your own, if you want. You don't need this logo.
13:05
You could put your company logo if you'd like to.
13:08
It doesn't really matter, so I just want to share that with y'all.
13:12
Nothing much there. Sorry for no Q&A this week, but I will send you all the link from last week. We did some, some discussion on the California Franchise Tax Board. And then with this short video, I'm going to publish that. Hopefully, today, I should, I should be able to get that out today.
13:28
So, thanks so much, and I appreciate your attention, and you guys have a nice weekend, right?