0:01
Alright, this is going to be part one, we're going to discuss the PMA again. now the last time I discuss this with your was when I explain how to actually create write the articles, prepare the articles, and explain all the different components of the articles. It's in one of the videos in the ultimate section under privacy phi dot IO, but anyways um lately I've been getting some calls about the PMA being rejected, refuse, things like that. So it looks like there's some collaboration going on with the banking system.
0:27
And the state Secretaries of state.
0:30
It's amazing, I've never seen anything like this before So it just goes to show you when you got something that's effective and you're using it.
0:38
That the corresponding party that we're actually dealing with is going to, to do something about it Because otherwise they're just gonna ignore you, right? You've you've gone through her life, probably some of you have used S corpse and single member LLCs not paying any attention and no one cares and everyone doesn't and then you do whatever you're told and stand in line and fill out forms and here we are not doing all that stuff. And guess what.
1:00
It's taken a few years but they finally I guess I didn't expect them to do this but that's OK.
1:06
I mean over the years I've encountered similar things and what we do is change change the method.
1:11
But anyways I just want to share Option's.
1:13
OK, and I'm recording this before the call I normally do on Thursday.
1:18
So November 18th, Thursday, I'm going to this tomorrow, I'm going to cover this again, But I'm going to publish this video now so you guys can have a chance to look it over, think it through, and then we can do some questions and answers and discussion on Thursday. And I'll record that this time, I promise I'll remember to record it.
1:33
So what I want to explain to you as not only did I do that video, explaining about the components of a PMA, but I did a follow up which is about 20 minutes long.
1:43
I think it's in the ultimate section, and I'm explaining about having a PMA as the managing member of an LLC. The sole owner, OK, now, if you have difficulty, which occasionally over the years we've had, we always get our accounts opened, We still do.
2:01
But if you have too much difficulty, and sometimes you don't want to deal with it, you just change the articles, or, you tell the bank what it wants to hear, and leave the articles like they are. Lots of times the banks won't even tell you to go change the articles.
2:16
So we could do that, too. This is what I said in my last 20 minute video, OK, on the subject.
2:22
We can start them out the LLCs as a single member LLC.
2:26
You can do a single member LLC and be just fine for awhile.
2:30
There'll be, maybe some events that come up that you're not covered for.
2:33
That's why I like to make it a multiple member or an innocent party.
2:37
I like to call it, OK, as the owner of my client's LLC, because going forward, that'll cover him from, for anything, and he doesn't need me to baby, sit him the whole way. Alright? Not that I don't mind being available, and answering questions and things like that, even three years down the road, but you don't wanna have to go find me. Maybe, and I want to handle everything that comes your way, and so that's why I like to send these out the door. This way, OK, But you guys can always change, however I do it, and I have that in mind.
3:06
That's why when I send your documents, I send you the documents and PDFs and leiber Office, so you can edit what you need.
3:15
Yeah, you can get your account open any way necessary. You can do a single member get all your accounts opened, and then modify or amend the articles at the State You. can it started out as a PMA, or however you want to do it if you have difficulty with the bank, tell them whatever they want to know.
3:29
OK, the rule is that if you happen to have, if the members happen to have a 25% interest, or more, the bank once complete KYC, KYC, disclosure, I know your customer documents ID, all these things, right? No problem. But what's funny is, when you come in there with an Innocent Party, like a PMA, or a trusted owns 100% of the company, and the signer own 0%.
3:50
And the signer still gives up his ID and provides all the documentation for the LLC. And then, the bank says, No! You're required to be a 25% owner has totally ridiculous. It just shows you. They don't know what they're doing, OK?
4:03
So, we get through all that.
4:06
The laws on our side always, but again we're dealing with, I call them Muppets vegetables, OK? So we don't want to spend our lives fighting these vegetables.
4:14
We just want to, you know, get our thing down. So that's my focus, is to try to get this thing done. So here are some options, like I said before.
4:20
You can just get it open any way you can, right? You can always amend the articles.
4:26
What I'm seeing happen, though, in the State of Arizona and I think North North Carolina, they gave us some pushback on the PMA designation for the sole member or managing member of a new LLC. We just didn't think about a week ago or so.
4:40
So, I think it is, maybe there's, you know, some collaborations with the banks in the state, I think they're all working together anyways, I mean, it's kinda obvious. They want you to create a tax liability for yourself. They want you to have no protection that way. All their buddies can get your stuff if they want. That's just how it is. It just seems so simplistic, but really that's what it is.
5:00
I've seen enough of this over the years, that that's that's what I can just have to conclude, so I liked the PMA, but here's what we're trying to do. Why the heck are we using a PMA?
5:10
Well, we've been I've been doing that since I guess the late nineties, and I just did it. And I've done it in different forums.
5:14
I never, until recently designated an owner as a PMA.
5:19
It is not necessary to do that because, for example, if something is a PMA, you don't have to say PMA next to it.
5:27
What's a PMA? It's a private membership association. Let me give you a couple of examples, Your church is a PMA now. I'm not talking about the 501 C 3 corporation.
5:36
I'm talking about the church members, what do they have in common, they go to the church together.
5:41
At the same time, they probably talk to each other, they're probably friends, things like that.
5:45
A church members of a church are a private club.
5:49
It's a private membership association. The same thing with a school that's not publicly funded.
5:54
The school that is not publicly funded is a private membership association or the students that go there are members of an association And likewise the parents are OK. That's maybe two different associations, or maybe that's one. It has to be all one together.
6:08
Neighbors are a private membership association.
6:12
You're H away, maybe describes a private membership association, but I would, you know, I would caution you on considering the corporate version of your H OA a private membership association. It may just be, but really it's the people in your neighborhood that comprise the association because they have something in common, same neighborhood.
6:34
So the one I liked the best is the family.
6:37
A family is a private membership association. I don't have to say it is I don't have to put PMA next to it.
6:43
You guys have seen me I write the operating agreements and all this stuff, where semi-closed name is John Smith alright. The John Smith society, PMA, OK. We can we can certainly do that.
6:55
But we can also do this the John Smith family with no PMA designation, we can make that the owner. Let him deal with that.
7:04
We didn't put a PMA designation, who it's going to change everything, right?
7:08
So if you name a thing that consists of group a group of people, members of people, and actually a PMA or an association, can include persons like corporations and other trusts and things like that. Include a group of those things, I'm just saying For our purposes, most of us are going to use people, we're going to use to people in the association.
7:29
Sometimes you guys want to multiple member LLC, so OK, So it's a, you know: John Smith and Bill, Bill, James, whatever, and those are up.
7:37
Maybe business partners and that's an association, except that they're individually the owners, and they're not named as one group.
7:45
So, as individual owners, separately, the two of them, they create charging or protection for the LLC, so we've discussed that before. You guys know what that is. I would hope you remember that by now. But, if you want the Association, let's say there's three people, and you don't wanna identify who they are, but you want someone to sign for the whole company.
8:03
You can and should be able to use a name for that group, So you have an LLC name, whatever that is, and then you have three owners in the company, but maybe you don't want to list the three owners as members.
8:17
You just want to list it. You know as like what do you call it? the three Stooges? Let's just say OK.
8:21
So we can call it the three Stooges as the owner of the LLC that's an innocent party OK. It doesn't need a tax number. It does not need to be registered.
8:32
It exists because those three people are alive. They're in the association. They're not dead, they're not infants. They are people you want to use adults too by the way.
8:42
You don't want to have children unless you're close to being adult age. I mean, 17 years old spine.
8:48
Um, so, I would just, you're going to see me change a couple of things.
8:51
And now I'm about to publish the latest version and the latest strategies on the banking abstract methods, and the operating agreement. And the reason why I do these things, the reason why I write down Misstate all over again, I'm gonna give you guys the actual documents. This is my final, latest version.
9:07
I don't know that I'm any too much, too many changes.
9:09
I've only made a few changes in the last 10 years, so, I don't really think that we're going to need many changes, but I want you to just kinda get this knowledge and get this gets us, thinking, it's just like if you went to learn martial arts, and I taught you how to kick something in breaks and boards, and stuff, OK, Fine, but if you're in a fight, you gotta figure out when to throw a punch, and when the cake, and when to run away, if, if you need to know. So, you have to kind of figure out how to apply some of these strategies.
9:31
But the understanding is this, what I'm doing is, I'm taking the ownership of property and I'm putting it in the title of a limited liability company.
9:41
And two, separate, my personal, single interests from the ownership of that entity.
9:50
By making myself, the single member, if I'm going to separate myself from the ownership, meaning it's going to be out of my state, well, then I just add my brother bill or something. Right.
9:59
Add my friend. I can't add my spouse, but I can add somebody else, OK and adult.
10:04
Or I can name the owner as a trust or it's a family or something, I just have to give it a name, OK? There just has to be a name. It doesn't have to be registered. It doesn't have to have articles. And so here's the cool thing about it.
10:16
Let's say I decided to make my family the owner. So it'd be, let's say call it the John Smith Family. OK, so I don't I'm not gonna use the PMA designation.
10:24
So what I've done is I've established an LLC that holds title of property. That's the owner of the property.
10:30
When you talk to me about LLCs, that's all we're talking about. A lot of you guys talk to me about the PMA. I'm not doing ... I'm setting up LLCs with a strategy, OK.
10:39
Just so happens that sometimes there's a PMA in there.
10:42
I'm going to use the John Smith family.
10:45
Leave it just like that, right? And the pushback I'm going to get is something like, Hey, this owner is not a, an individual doesn't have a first name, last name. It's not a person, I get that as a driver's license, right?
10:58
True.
10:59
It is the name of a family, In this case, it happens to be a family. I could call it the John Smith Family, and it could be my car club.
11:06
I'm just saying, let's just keep it simple, though, the John Smith family.
11:10
So, like I just had a phone conversation today and someone's asking, it's not the bank or somebody somebody else they're doing, they're registering the company from or they're doing some sort of thing for him a service, and they can't get it out of their little brain.
11:25
You don't need a written contract to establish a sibling.
11:30
If I have a brother, he's my brother because my mother gave birth to him, and then me, OK. I don't need a written agreement.
11:38
And so, if it's my family, it's my mom, My dad, my son, my, my brother, my sister, my cousin, all this stuff, my uncle Bob, OK.
11:47
Those relationships do not require written document, of course.
11:51
So it should be easy enough to have a conversation with people who ask you for a written documentation, some written documentation, the articles, and respond to say what are you crazy?
12:03
I don't need articles, I don't need an agreement to establish, my family as an owner and my family can own stuff.
12:09
Would you disagree with me? Because your family own stuff?
12:11
Probably, My family can own stuff. My family decided to own this thing.
12:16
Do I need a written document for that? I do not, absolutely. Do I need to registered my family name, but the state I do not?
12:23
Does it need a tax number? No.
12:26
It can have all those things, it's not necessary.
12:28
What I'm trying to tell you all is that I want you to not just submit to whatever you're being told to do, because there's a real reason here. Why we're doing this.
12:39
I'm showing you how to manage risk.
12:41
I'm not showing you how to open up a bank account.
12:45
Any fool can do that, OK? You don't just go in the bank and do whatever they tell you. Hey, you have to have 25%, no. I don't.
12:52
Your rules say, if I have 25%, I'm not required to have 25%, but if you're going to sit there and tell me that I have to have 25% ownership to open an account, I'm going to ask you this question.
13:02
Why would the CPA for International Business Machines, IBM, be required to own stock in IBM in order to be a signer for its bank account here in this town?
13:13
Why would you make him do that? No, you wouldn't do that, would you? So why are you telling me, I have to acquire an ownership in this company when I've already organized this company?
13:21
You can see on the organizer, and I organized it in a specific way to manage risk, in a specific way, risk, which you have no idea about.
13:30
You don't understand the risks I've chosen to manage in this way. And now you're telling me, I have to change the way I manage risk.
13:36
So I can do that, I don't want to, but I will do it if your bank or your exchange or whatever your institution is.
13:45
Guarantee in writing to indemnify me against the losses or the risks I was trying to manage. by the way I had the articles written.
13:55
If you want me to change the articles, you're going to indemnify me against the risk.
13:59
I was trying to avoid and you don't know what that risk is.
14:03
You're not even allowed to do that, Your stockholders would fire you.
14:06
You can't do that.
14:07
I know they can't do that.
14:09
So, you see the silliness here.
14:12
So you gotta think this stuff through, you want to divest your exclusive rights and property that is what we're doing.
14:19
If you, if it's convenient for you to add your brother and they're your sister or your friend or something.
14:24
Sometimes I've had clients, you know, in certain situations, where I would say, you really need to add a person here, this is going to solve your situation. Like, this is going to avoid litigation, this is going to win a case, whatever is going to be.
14:35
And, there was a, yeah, I can call my friend, and my neighbor, I can call my brother, and then I'll ask if I can just use his name. And I just ask, my clients, do that as a courtesy to the persons, whose name he's going to use.
14:47
Not that it's necessary, but it's kinda nice to do that. I've always done that. I think it's the right thing to do.
14:51
And so the person always asked for, Wow, OK, yeah, Sure. You could do that because he trusts you right.
14:56
You can add my name to your LLC, now we have two, a two member LLC and are there tax consequences? Or, am I going to have any? You know, I'm not going to be audited and all these things, right, and, the answer to that is, No. It doesn't create a liability for the other person.
15:11
The only liability comes when you're receiving money, OK, For the most part. Unless you're doing something really illegal. So, anyways, we know we're not doing that.
15:18
So, to avoid that inconvenience of having to add another stranger and then have that whole store and explain it, it's actually not very professional. to do that. I really want to be able to provide my client with a turnkey closed solution.
15:31
It's a private, confidential conversation I'm having. I don't want to bring in the other world, OK, into what he's doing and I'm I don't think he does either. A lot of times people will do what I ask just because they trust me. So I want to do the right thing.
15:43
So if you're having difficulty with this PMA designation, you can you can deal with it however you want. I'm gonna give you another idea.
15:49
Here's what you do realize that The PMA, the purpose of it, is to divest your exclusive rights that you would normally have as an owner in the shares or the interest in the LLC you're divesting that exclusive right into a group.
16:05
And the group is innocent. It doesn't have a liability.
16:09
Your mom, your dad, your brother, your sister, and your dog would never together sign a commerical lease agreement.
16:15
They would never file a joint tax return together, OK, Yeah. They could certainly do that. They're not doing that, OK? I've never met anybody that's doing that.
16:24
But they do have property rights collectively in, and I can describe this property rights, but I don't have to.
16:30
the articles do that for me.
16:32
If I just name something, an entity, an association.
16:37
Whatever, like, I use the term Unincorporated Association, unincorporated means it's not listed or registered with the government.
16:45
So that's your family.
16:47
So if I give my family a name, I mean you could use your last name, the Smith Family, right?
16:53
That's a private membership association, so you can say the Smith family is the single member manager of this LLC, it has 100% interest. It has 100% ownership interest, and 100% beneficial interest.
17:07
And by the way, I get to sign for it, Because everybody said, so, I don't need articles for that, because the Association is established by the, by nature, by the fact that someone is my brother or sister, whether adopted or not, really, that's not even necessary to establish that. I don't need articles.
17:23
And I don't need any written documentation to establish the validity of this type of association, the families that easily easiest, I think, for most of us to understand.
17:33
Now, I'm leaving this with you like this, so that you can have a conversation with someone, and get what you want, because it's so obvious.
17:43
A family.
17:44
Is it a private association? And you cannot argue with that. I mean you can't if you're an idiot, OK? But you can always prevail.
17:51
If you just have a regular conversation to say, to the person who's asking you for this documentation that you have a brother, ask them, Do you have documentation that says, you have a mom?
18:01
Let me see the contract that says you have a mom.
18:05
OK, this is what we're talking about, so I'm giving you this tool.
18:10
I'm giving you this ability to have this conversation in this way with people, You can come up with better metaphors than I can.
18:17
I'm sure.
18:18
So let me just go through a list here of other types of associations your chess club, your bowling club, your baseball team, your Facebook followers.
18:28
Your list of friends, your best friends, OK, there's four of them, let's say if you're extra lucky, OK, most people don't have four best friends, but you can have an association of two people that are your friends. That's an association, you describe it as being unique, exclusive, aside from other people, OK?
18:45
It excludes other people, Um, it's a group of people, a list of people. It could also be persons. Like I said, It can be companies and people, it doesn't need to be all that complicated.
18:53
I'd just like to say, use your family, OK?
18:57
Even if you have no living relatives, No one's going to know.
19:03
You can still have this conversation. You can use your friends, family. That's part of an association. You can use the neighbor that comes over every week, you know, or you get the idea, OK?
19:13
I'm, I'm providing you with the tools and the understanding I hope, so that you can articulate this in a way that's appropriate to whomever you're speaking with.
19:24
Let's see here.
19:26
I hope that that nails it. I hope.
19:31
It's not that I don't like talking to ya, but I really want you to go and do this stuff.
19:35
You can do this unless you just want to give up.
19:40
Would be a single member LLC, had divot, everybody tells you, OK, you could probably get by pretty well with that, you can still have your pass through, if you wanted to. You can still be a single member, John Smith owns everything, and still have a pass through.
19:53
You're just not going to have all the protections, I don't see any reason why you shouldn't, should just go for it, OK.
19:59
This is your money, your life, your property rights, you should speak for them.
20:04
Don't let someone tell you what they are, OK.
20:08
All right, well, I'll look forward to our call. I'm going to publish this as soon as it renders, and then you guys will have a chance to listen to it.
20:16
I'm doing the call, it's going to be live Q&A Tomorrow, it looks like 7 0 PM, That's going to be November 18th, about 24 hours from now, Look forward to talk to you then.