\r\n U39 \u2013 Example Organizing an LLC in Colorado\r\n0:03\r\nEverybody, this is John Jay, thanks for joining. I\u2019m gonna try something new this time.\r\n0:07\r\nI\u2019m here with my friend Marissa, and we\u2019re going to talk about setting up a company in Colorado instead of New Mexico.\r\n0:13\r\nWe chose Colorado fo… <\/div>\r\n
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U39 \u2013 Example Organizing an LLC in Colorado
\n0:03
\nEverybody, this is John Jay, thanks for joining. I\u2019m gonna try something new this time.
\n0:07
\nI\u2019m here with my friend Marissa, and we\u2019re going to talk about setting up a company in Colorado instead of New Mexico.
\n0:13
\nWe chose Colorado for a couple of reasons, we\u2019re going to cover that in just a just a moment here.
\n0:17
\nMarissa is off camera, so you\u2019ll just hear her voice from the Beyond.
\n0:22
\nBut anyways, um, so we were discussing earlier the, the interest in setting up a company, and I suggested Colorado.
\n0:32
\nYeah. Yeah, I was, like, I live in New York, so why?
\n0:40
\nYou can do one in New York, but, um, you can do it in Colorado, and the reason why you would do that is to say that there\u2019s less regulatory compliance in Colorado. The state\u2019s not going to really bother you.
\n0:50
\nIt\u2019s easier. It\u2019s easier. Yeah, and the state won\u2019t get involved in sending you all kinds of forms and documents to fill out New York, kinda get too bogged down with documents. You can ignore, and they\u2019ll be fine. But it\u2019s just easier to do with Colorado. There\u2019s a few states like Colorado New, Mexico, Florida, Georgia, those.
\n1:06
\nPretty much leave you alone, Wyoming\u2019s good, things like that, Idaho too.
\n1:11
\nI mean, some of those states Yeah, if you\u2019re if you\u2019re in New York, and you want to use a company, let\u2019s just say four Running an online business or investing.
\n1:21
\nPick a state that doesn\u2019t bother you and We\u2019re just gonna use Colorado this time and we can do that, because we can We can do everything we need to for banking and contracts.
\n1:31
\nAn account over the internet, oh, that\u2019s good, yes, Do I have to have an address?
\n1:39
\nYou do it because you need an agent. So, the old-school way of doing it, now, I have my unique way of doing it.
\n1:45
\nMost other people, most people that set up companies, are going to pay a registered agent.
\n1:51
\nUsually, it\u2019s $150 a year. You can find them for free for the first year. You can find them for $25. You can find for $99 a year, it\u2019s worth it to do it and less.
\n2:02
\nThe company is not really doing anything. It\u2019s not running a business.
\n2:05
\nIf it\u2019s just holding an account somewhere like a holding company, I would pick an address, and I\u2019ll show you how to do that in a second.
\n2:11
\nI would pick an address in the State where I\u2019m registering. So for our purposes, we\u2019re going to use Colorado.
\n2:16
\nSo I\u2019m gonna switch over here, and I\u2019m gonna, I\u2019m going to show you the notes I made, So before this call, I went and created some notes.
\n2:24
\nYeah, Here we go.
\n2:29
\nThat\u2019s what I recommend if you want to set up a company.
\n2:31
\nNow, we used to, long time ago. I mean, you can still do: to this day, you can form a company by announcing its existence. You announce its name.
\n2:39
\nWho\u2019s running it? Who owns it?
\n2:42
\nHow long it\u2019s going to exist?
\n2:44
\nIt can be perpetual.
\n2:46
\nIt can be for a short-term, and you just put that, and then you would publish that information in a newspaper or anything.
\n2:52
\nIt could be city, paper this mm It could be a business journal like you can look in your local newspaper for legal notices and you can put it in there.
\n3:02
\nLike, you\u2019ll see notices for Divorces or foreclosures or Public Auctions, things like that. You would list the formation of a new company.
\n3:11
\nYou could listen in the newspaper, Does it have to be? In New York, where it should be, where the company is going to operate, or be considered to be operating.
\n3:21
\nSo, yeah, it could be really, it could be anywhere.
\n3:26
\nYou don\u2019t have to be there, in other words, All right, So as you, as you can see by my, my notes here. My file is called nuts.
\n3:36
\nThere\u2019s a couple elements to accompany.
\n3:38
\nSo the first first set of documents is going to be what\u2019s called the articles of association. So a company really has a contract between people.
\n3:47
\nEven though the states allow us to set up a company with one person, They\u2019re just gonna go along with that for one person. So it\u2019s called Articles of Association. The articles are the ones, the things being published in the newspaper.
\n3:59
\nIn this case, we will publish those with the Secretary of State because that\u2019s usually what the bank expects OK, with that. That is, OK, when you register that one. Yeah, that\u2019s so easy, right, Colorado in this case, right?
\n4:15
\nSo let me just um, you should be able to see my window, I think you see everything.
\n4:20
\nSure.
\n4:25
\nI\u2019m gonna, I\u2019m gonna do my my share screen real quick just to make sure that You can see everything.
\n4:31
\nOh, yeah, OK, you can see everything. All right.
\n4:34
\nYeah.
\n4:35
\nYou guys should be able to see the search box I have here. I used \u2026
\n4:39
\ndot go dot com So I searched on Colorado Secretary of State. This is just how I do it.
\n4:44
\nSo when I search on that, I end up with, I land at the website four.
\n4:50
\nI got a search listing, and it gave me the Business organization section, OK, so you\u2019re gonna end up doing that for your state. Now some states are more cryptic, it\u2019s harder to find the section that I\u2019m gonna show you right now.
\n5:00
\nSo once we have this, you can see there\u2019s all kinds of options. You can search for business.
\n5:04
\nYou don\u2019t have to have your e-mail registered with the state I do because it\u2019s easier.
\n5:08
\nWhat I\u2019m showing you right now is where it\u2019s not registered.
\n5:12
\nI didn\u2019t do anything to have an account with the State.
\n5:16
\nYou\u2019ll see on the third item, where it says Search and File a Company where I\u2019m highlighting here, The third item says, File a Business Document.
\n5:24
\nAnd that\u2019s all we\u2019re doing, we click that link, it\u2019s going to guide us through, it\u2019s going to ask us all kinda is it?
\n5:29
\nIt\u2019s going to save file, a form to create a new, a new record, or it\u2019s going to file a form for an existing record.
\n5:35
\nSo, I want a new records on file.
\n5:40
\nThat\u2019s right.
\n5:41
\nAnd we\u2019re going to put in the information from the articles.
\n5:46
\nAlright, so that I\u2019ve done that I selected.
\n5:47
\nIt\u2019s going to be a new, limited liability company Colorado and as you can see on the left column here you can file a form and then the title of this column, this doesn\u2019t highlight so there\u2019s not a link.
\n5:59
\nDown below, I\u2019ve got I can form a trade name.
\n6:02
\nIf I just want to trade name, I could just make up a trade name sometimes. In this case, I want to do a limited liability company.
\n6:08
\nThis is different than a professional limited liability company like like a physician would have.
\n6:13
\nIt\u2019s just a limited liability cup, So I\u2019m gonna click on that link.
\n6:17
\nAnd it\u2019s going to give me some information about the laws that set up the, this, the company.
\n6:24
\nIt\u2019s going to tell me the filing fee, it\u2019s going to tell me the statute says under there\u2019s a checklist, I don\u2019t need to see that I\u2019m just going to, I\u2019m just going to skip to. Next, I\u2019m going to show you the checklist. I\u2019m going to show you my checklist.
\n6:37
\nAlright, so then it\u2019s gonna walk me through the different categories.
\n6:40
\nNow, before I got to this page, I went and made notes for myself because I have to decide who is going to be the owner of the company and who\u2019s going to sign for the company.
\n6:49
\nAll right. So, I\u2019d like to put those that information in a separate document. So I have a record of that.
\n6:55
\nYeah. We\u2019re gonna get to that in just a second.
\n7:01
\nAlright, so, the articles tell about who the owners are, how long it\u2019s going to be, the name of the company, who the agent is, its address and things like that.
\n7:08
\nThere\u2019s another aspect of the Articles of Association, or the Articles of Association, or public record that sets forth the property rights and duties of the members. That\u2019s what you want everyone to see when people talk about an anonymous company. But I\u2019d just like to have the articles published so that everyone knows who owns what.
\n7:27
\nBecause I get to control that, and if I, if I have it a certain way, it\u2019s actually going to preclude my client from getting into different legal issues If creditors look at that and because that\u2019s what they\u2019ll do. They\u2019ll, they\u2019ll, they\u2019ll see that it\u2019s not worth doing anything to try to collect against that individual relating to that company.
\n7:45
\nThat\u2019s why I went the article to be published. The thing that\u2019s not published is the operating agreement, which is a contract between the owners of the company.
\n7:52
\nAnd a lot of times, you just have one owner.
\n7:53
\nSo, there\u2019s an operating agreement, which we would call for a limited liability company. It would be a single member operating agreement. So, we\u2019re just going to name one person like yourself, for example.
\n8:02
\nAnd it does set forth what rights and duties each person has regarding money and property and how things are going to be done.
\n8:07
\nAnd, if I have an operating Agreement and Let\u2019s say I take on a partner and he puts up $25,000, I would write a provision in the operating agreement expressing his interest in the equity of the company, OK.
\n8:21
\nSo, that\u2019s what that\u2019s for an Operating Agreement. So, here we get to the names.
\n8:25
\nSo, you can see on this document here, I\u2019ve got the name of the seiner, so let\u2019s just say it\u2019s, you know, I\u2019m just going to use the name of Bill Smith.
\n8:32
\nOK, so I decide who that\u2019s going to be as you can tell. I\u2019ve got it written down here.
\n8:39
\nOK, Um, we also wanted to determine who has the beneficial interests so it could be still Bill Smith. So Bill Smith assigned for the company and Bill Smith owns the company.
\n8:48
\nThat could be and that would be just fine. Unless you\u2019re trying to have a strict strategy for protecting the company\u2019s assets.
\n8:55
\nWhich I\u2019m going to show you here. The states mostly will ask you who the organizer is. Once you choose who the organizers and it can be anybody could be Charlie Brown.
\n9:04
\nNobody cares, it\u2019s just an organizer, You\u2019ll see that in every country too, there\u2019s an organizer, you can never change the organizer.
\n9:11
\nYou can change the company name, you can change the members, You can change the agent, but not the organizer for somebody\u2019s, it\u2019s just how it works, It doesn\u2019t matter anyways. The organizer has no legal rights or duties.
\n9:20
\nIt\u2019s just, it\u2019s just what they want you to have is who set this up.
\n9:24
\nYeah. The owner can be right. Bill Smith can be everything.
\n9:28
\nAll right.
\n9:29
\nAnd then we have to decide the address, and that, again, depends on what your purpose is, on, what you\u2019re willing to do. Some people don\u2019t mind use their home address.
\n9:37
\nUm, that.
\n9:40
\nRight, that\u2019s what appears in the articles.
\n9:42
\nDid I file at the state?
\n9:43
\nYeah, organizing, Colorado, Colorado.
\n9:51
\nYou only need a Colorado address for the registered agent, so we\u2019ll get to that. So there\u2019s two addresses here with they can be the same, but they at least have to be in Colorado because that\u2019s where we\u2019re registering it.
\n10:02
\nThey will not let me complete this unless it\u2019s in a physical address in the State of Colorado.
\n10:06
\nAnd so the office, the physical office, can be anywhere in the on the planet. It could be a PO box. It could be in Australia. Would it be a good idea?
\n10:19
\nIt is a good idea, It\u2019s not necessary. Whatever address you put there does not determine where you receive mail, because no one\u2019s going to go to the Secretary of State and look up your copyright. You establish what you tell people. Exactly.
\n10:31
\nWherever you want males, where you tell people they\u2019ll send it, was never like an issue, like that.
\n10:39
\nYou can use both. In this example here, you can use both.
\n10:42
\nNow, if you\u2019re pinging the agent, the agents don\u2019t generally want you to use their addresses as your office address. In fact, they ask you not.
\n10:51
\nUm, if I just use a business address, a valid one, that\u2019s actually not under lease.
\n10:56
\nYou\u2019re not actually using it under the, like you haven\u2019t, you don\u2019t have an agreement to use that address. You can list the address.
\n11:04
\nIt\u2019s kinda like being rude, OK? It\u2019s not illegal. But it\u2019s going to save you money, and it\u2019s convenient, right?
\n11:11
\nSo, what I do, is, if you don\u2019t wanna use your home address for anything, and you\u2019re in New York, and this is in Colorado, I would go to Colorado on the Internet, and I searched for office space for leasing in Colorado.
\n11:23
\nAnd I pick an office space for these, and I pick an address, and I use that address on everything here, I will show you.
\n11:29
\nIf you don\u2019t want to do that, get a registered agent. Pay the agent. Get the approval to be your agent.
\n11:35
\nThen, use whatever address you want for the principal office and then use the agent address. In this example, I\u2019m going to make up an address, so I\u2019ll show you that in a second.
\n11:45
\nSo I\u2019ve chosen to have chosen William Smith, William T Smith as the authorized signatory.
\n11:50
\nThe reason why I did it that way is because I don\u2019t want William Smith.
\n11:54
\nTo be the owner, I don\u2019t want him to be the managing member. I want the managing member to be an unincorporated Association.
\n12:02
\nAn example of that would be your Facebook followers, your fan club.
\n12:07
\nYour neighbors, your family, OK.
\n12:09
\nThese are unincorporated associations of which you\u2019re already a member, So I like naming them and then saying that that\u2019s the owner of the company. So that way, it\u2019s always legit, so I can just say, like, My e-mail, address people, in your contact list. Yeah, that is your association.
\n12:23
\nSo for this example, I put the Smithy Society, P, MA, a private membership association, and people ask me, what is that?
\n12:31
\nAnd I say, Well, it can be anything but to be, to be very specific. Let\u2019s just say it happens to be Bill Smith e-mail contact list.
\n12:39
\nNo one can argue with you on that and I don\u2019t need documents to prove it.
\n12:43
\nIt does have property rights Speak why, because I said so, but that is.
\n12:51
\nYeah it doesn\u2019t have any liability to anybody just all of a sudden poof, it exists now. It does have property rights as no liability to anybody. It\u2019s just like it arrived here from another planet that\u2019s really what we\u2019re doing. This is, guys, you guys like to do off shore stuff, if you\u2019re in the states, you\u2019d like to go to other countries.
\n13:06
\nThis is even better You\u2019re getting the better results and what are all the quagmire regulations going to, other countries by using a private association as the owner on a corporate association or, you Guys, You can even use a trust, I know. A lot of you out there would like to use a revocable trust.
\n13:21
\nYou can use that as the owner, the managing member of your LLC, so you have options there. They are the alternative to a single member.
\n13:30
\nLike I\u2019m describing here would be a two member LLC.
\n13:33
\nYou only need two to get charging our protection. So like, let\u2019s say Marissa wants to be an owner. And Bill Smith wants to be an owner.
\n13:40
\nThat\u2019s great because neither one of them is the owner, but both together are the owner.
\n13:46
\nSo the only time those two as the owner together would have a debt collection or creditor claim problem is if both together had a joint liability.
\n13:55
\nAnd since they\u2019re separate data, that\u2019s all they do together, there is nothing.
\n14:00
\nSo either one person can get someone fine but should not be a fad, right? You should not be espousing.
\n14:09
\nAh.
\n14:10
\nThen this ranking. But they may not really be necessary. You can do that way.
\n14:16
\nOr you can create this association.
\n14:19
\nThat\u2019s me.
\n14:20
\nOh, With the association, Thank you.
\n14:25
\nYou can either use a single member, like an association or a trust, or you can use yourself and a friend or a real business partner.
\n14:32
\nThe friend can be someone who\u2019s just there in name only just so you have charged under protection.
\n14:38
\nCharging or protection precludes a court from issuing an order or rid of attachment against any members, individual debt liability that would attached to the company assets.
\n14:47
\nThe only time a member of the company\u2019s liabilities debt would be collectable against the company assets at least 100% owner, right?
\n14:56
\nOr event, right.
\n14:58
\nOr if both members have the same exact liability, and they\u2019re not, right. So this is an example where we have two members that have no joint liability together. If the two members signed a commercial lease agreement, more than that would be one thing that that can be attached.
\n15:13
\nSo that if you don\u2019t pay on the commercial lease agreement, I can attach to the company assets because of the team members are having joint liability, otherwise they don\u2019t.
\n15:21
\nSo you can see here, I just created a file for that.
\n15:24
\nSo that\u2019s generally, let\u2019s walk through this process here, so I\u2019m gonna go, and I\u2019m gonna, I\u2019m gonna use a PM as this example here, so. So are you forming a professional service? Like I said before, this is not a professional limited liability company, it\u2019s just an LLC, so we\u2019re gonna say no.
\n15:39
\nAnd right away, it gives me choices, OK. So what do you want to call it? You must include one of the terms, so am I going to call it XYZ company?
\n15:46
\nLimited liability company, LTV, liability company, limited liability CIO, they give all these choices, right. So I\u2019d just like to pick LLC.
\n15:57
\nI\u2019m going to do that.
\n15:58
\nWhat does it say here, OK, so here\u2019s what we do. So let\u2019s just call it. You want to make up a name called XYZ, or what?
\n16:04
\nPineapple facilitate pineapple.
\n16:07
\nI spell it PI any \u2026, right?
\n16:10
\nOK, so I\u2019m gonna skip but come LLC\u2019s a pineapple come LLC.
\n16:15
\nLet\u2019s see if that\u2019s available.
\n16:17
\nNext, it usually checks. So it\u2019s telling me it\u2019s already being used, right? So if I just, you, know, do this pineapple 4 or 5 6 chances are it\u2019s not being used. Right.
\n16:27
\nWhat do you know?
\n16:29
\nSo let\u2019s say we have a street address.
\n16:31
\nLet\u2019s say I went, I\u2019m going to do this right now, but we could search for office space in California, and I can find an address, I\u2019m sorry, Colorado, and by the way, don\u2019t register in California, I don\u2019t know why that slipped out of my mouth.
\n16:44
\nSo we would pick an office space.
\n16:47
\nIf you\u2019re asking yourself, Gosh, that seems kind of, well, why would you, if you pick an office space address, and it\u2019s not yours, you\u2019re gonna get mail there? Yes. The answer is, you\u2019re gonna get mail there, and it\u2019s gonna be probably trying to sell you stuff.
\n16:58
\nSo this is great. That is, yeah, it\u2019s a way to dump out junk mail, and the address is an office space, and they\u2019re used to getting this stuff anyways. So it\u2019s not gonna really incubator.
\n17:07
\nNo one cares.
\n17:09
\nAnd of course, when I can use this for purposes of fraud, so it\u2019s not a problem.
\n17:13
\nSo, let\u2019s just say we found it 1 to 3 office. I\u2019m just going to type in something.
\n17:19
\nAnd it\u2019s whatever Sydney Woods folder.
\n17:25
\nAnd that\u2019s going to be Colorado.
\n17:27
\nYes.
\n17:29
\nSo I\u2019m actually typing out, Oh, gosh, I don\u2019t really know what.
\n17:33
\nWhat kind of zip codes are in Colorado. Let\u2019s just see what it does.
\n17:38
\nWhat are they, like, 8 to 8000 range?
\n17:43
\nLet\u2019s just try, I don\u2019t know.
\n17:45
\nWasn\u2019t asked me for products, OK?
\n17:48
\nSo these are the kind of things you\u2019re gonna run into, scroll down, Mailing address, let\u2019s just say the mailing address is same as the office address, just for demonstration purposes.
\n17:58
\nAnd then the agent address, OK, So it\u2019s going to be, the agent is going to be an individual.
\n18:02
\nSo the individual is going to be, let\u2019s say it\u2019s, it\u2019s the individual that is going to be the authorized signatory. So would that be, Yeah, OK, yeah. Unless they have a registry.
\n18:17
\nYeah, unless you\u2019re gonna pay for an agent, right? So, let me write, So, let\u2019s just pick that Bill Smith, for example.
\n18:25
\nAnd he\u2019s going to be the registered agent and the authorized signatory.
\n18:29
\nRegistered agent does not create a liability of any kind. You\u2019re not the owner, you\u2019re not liable. You\u2019re just the agent, you\u2019re just the messenger.
\n18:36
\nUm, no, it\u2019s not, It\u2019s not an entity.
\n18:40
\nLet\u2019s just say, same as the principal address, so you guys can see, I\u2019m not going to spend a lot of time here and mailing address.
\n18:46
\nOK, so it\u2019s asking about consent So in some states, every state has a little bit different way of doing this, is asking me, Does this agent consent to serve as the process and being the agent for the company? And this is important. If you lie here, it\u2019s actually a crime.
\n19:01
\nSo that\u2019s why. If you\u2019re signing for the company, you can certainly be the agent.
\n19:05
\nYou can also make up a fictitious name if you want to, because that is your fictitious name.
\n19:11
\nThat is not lying, OK? She\u2019s not using your name, but you\u2019re still responsible for that person, that name.
\n19:16
\nSo, yeah, we have consent, because it\u2019s me, and then we have, let\u2019s see, OK, so it\u2019s asking me who the management and members are going to be. So it\u2019s taking, it\u2019s actually taking me through the article that\u2019s forming the articles for me as I\u2019m typing these out.
\n19:30
\nSo, who manages the limited liability companies is? It\u2019s Cates.
\n19:34
\nI would recommend using members as managers, because if you say managers, as managers, it\u2019s presumed that the managers are third parties and then you get lots of other questions especially when you\u2019re applying for the EIN.
\n19:47
\nSo I can keep this process as simple as possible. So I say, members, it\u2019s going to be member managed.
\n19:54
\nAnd then, there\u2019s at least one member, right? Of course. So, that\u2019s all this. So, in this case, is one member.
\n19:59
\nIt\u2019s going to be an entity.
\n20:03
\nAnd it\u2019s going to be trust.
\n20:06
\nNow don\u2019t freak out, everybody.
\n20:09
\nA private membership association is a trust when you act on its behalf.
\n20:13
\nAnd, no, it does not need formal documents.
\n20:17
\nTake a break, trust me.
\n20:19
\nI\u2019m like, wait a minute, I said.
\n20:24
\nAll right, if it\u2019s Bill Smith, which I like to use commonly, I\u2019m going to say.
\n20:30
\nBut as I said before, this, what I said in my documents here, I said the smiths society, right?
\n20:34
\nSo I\u2019m just going to say the smiths society. And we\u2019re going to use the designation of the three Letter PMA, Private Membership Association.
\n20:44
\nAnd then the address is just some address. I\u2019m going to put some letters in the field.
\n20:49
\nOlder, I\u2019m probably gonna get tickets probably gonna stop on the zip code now. I\u2019m probably gonna have to lookup.
\n20:55
\na valid zip code for Boulder, Colorado.
\n20:59
\nYou want you want to see if saving, and maybe you know, I\u2019m going to try to guess.
\n21:06
\nYup, I just pick that.
\n21:09
\nThat\u2019s crazy.
\n21:11
\nThat\u2019s what I just said.
\n21:13
\nWhoo!
\n21:15
\nI don\u2019t know, let\u2019s see what they do.
\n21:17
\nDid they accept it? OK, so I go to the next.
\n21:20
\nIt says, You enter the following persons.
\n21:23
\nOK, the smiths society, so it\u2019s confirming.
\n21:27
\nPerson has added, Do I wanna do I want to add another person? No, I really don\u2019t. I want the Association.
\n21:31
\nAnd I\u2019m going to say, Next? We\u2019ll seek the ticket.
\n21:35
\nIt looks like it took it. All right. So it\u2019s it\u2019s asked me for additional information.
\n21:39
\nNow I\u2019m given the option, do I want additional information?
\n21:42
\nNow, Some states, if it does not publish the owners, I really want the owners to be published, as much as many people want anonymity. I don\u2019t think that\u2019s a good idea, because if I use public records, I can show who has what interests and by doing that, I can show why there is no liability, right, That you yeah. That avoids costs of litigation because if an attorney thinks he can get something, he\u2019ll keep doing it. He\u2019ll file stuff and then help then later we\u2019ll figure it out, but I want him to see right now.
\n22:09
\nSo, this colorados, give me a choice or a chance here to say certain things about the articles.
\n22:17
\nOK, so I\u2019m not, I\u2019m not going to add anything right now, but I can add something later.
\n22:22
\nIf the information that I want to appear does not appear, But just know I can add terms. Like, for example, let me just add a term here.
\n22:27
\nI\u2019m gonna say, just see you guys for demonstration purposes.
\n22:31
\nI\u2019m gonna say that, um, the individual members are not liable for the debts and obligations of this limited liability company.
\n22:51
\nYeah, some in some states, we have to do that.
\n22:54
\nIt\u2019s probably not even necessary.
\n22:55
\nBecause LLCs are in such a way where you\u2019re almost not going to, the company\u2019s not gonna get sued mostly, and the members are probably not gonna get sued. It\u2019s very unlikely.
\n23:04
\nAnd even if this needed to be in here, it would take years, it would take $100,000 of litigation to get to the point where I needed to have this.
\n23:13
\nSo what can you do in a year?
\n23:15
\nWhat can you do in that time? I mean, how would the QC to survive that, you know, so a silver moat, but still, if I want to be pragmatic, I\u2019m just going to say, Look, the individual members are not liable, and let\u2019s say I did that because maybe next year I\u2019m thinking I\u2019m gonna take on a partner. He may want to see this in the articles.
\n23:32
\nSo, let\u2019s just do, I\u2019m going to say, I don\u2019t want to attach anything else, but I\u2019ll add that statement.
\n23:38
\nAnd then I\u2019m gonna hit next.
\n23:42
\nLet\u2019s see if it lets me do that, OK. So, it\u2019s asking me, when is this going to become effective. So, am I going to when I filed this, and I hit submit? Is it effective now, or some other date? I\u2019ll have to do it now.
\n23:52
\nSo, delayed effective date, step 711. Do you want this finally to take effect immediately?
\n23:57
\nI\u2019m going to say yes, and then follow information.
\n24:01
\nIt\u2019s asking me, too, that I agree to all these things about data retention or whatever that I said things that are peltier perjury, I told you the truth.
\n24:09
\nNow, even if I use a fictitious name, it\u2019s OK, OK? It\u2019s OK to use a fictitious name, you\u2019re not lying, you are lying, but you\u2019re not really line because you\u2019re going to claim responsibility for that name.
\n24:20
\nThat\u2019s the whole idea if you do that, So I have, I\u2019ve read it understand, so this is like you\u2019re, you\u2019re, you\u2019re signing. And so I\u2019m gonna put Bill Smith here.
\n24:34
\nWell, assessment for no address, I don\u2019t think I need to even do that, let\u2019s see if it takes it, OK. I gotta do something new, OK?
\n24:39
\nIn our new address, alright, so I gotta dish.
\n24:42
\nGot it, OK, Let\u2019s do that.
\n24:47
\nBoulder, it didn\u2019t really check all the information I put as far as the address, so that\u2019s cool.
\n24:56
\nAll right, Colorado.
\n25:00
\nSame, zip.
\n25:02
\nSure.
\n25:05
\nNext.
\n25:10
\nAnd the reason why we do it this way is because the banks want to see it registered with the state before it will do business with you.
\n25:17
\nYeah.
\n25:19
\nYeah, third parties.
\n25:21
\nOtherwise, I wouldn\u2019t do this.
\n25:24
\nThere\u2019s no legal duty to do this.
\n25:27
\nHmm, next, And then, do you want to sign for e-mail notifications, if you\u2019re doing this for yourself.
\n25:35
\nYeah, you want, the state will tell you what\u2019s going on. The state will remind you, Hey, in a month, you can renew your charter.
\n25:40
\nOh, OK, so, maybe it\u2019s OK, and you can always get off the list anyways. You can e-mail, you could do that, too.
\n25:47
\nRight?
\n25:49
\nHmm, And if you\u2019re really organized, you don\u2019t need notifications, they will expire, in Colorado, you have to renew the charter every year at $50, so you may want to be reminded.
\n25:59
\nSo, in that case, I would say, Yeah, but I\u2019m just going to say, now, I don\u2019t want to have notifications, and then, OK, so here\u2019s the cool part, Many years ago, let\u2019s go back like 10 years and before.
\n26:11
\nThe banks one would want to see a certified copy of the articles. So what the information you just saw me type in, becomes the articles. It\u2019s like, just a document with lines on it, OK?
\n26:20
\nThey want a certified copy, which means that the state in which you registered would have fixed a seal to that page on paper. and it\u2019s usually a red seal or embossed or something.
\n26:30
\nIt\u2019s like embossed or YESS standard. And then it\u2019s unique. Sometimes litigant fold the page and stamp that OK. And they\u2019ll mail it to you. You gotta wait for awhile. It costs $50 sometimes. And then the bank wants to actually have it in its possession.
\n26:43
\nTo prove that it was registered with the State today, they will just go online and see this registered.
\n26:48
\nOh, yeah, They will accept that too. It looks at the unofficial or let\u2019s say a copy of the certified copy to the sort of the certified copy on the Internet will show a stamp from the state once they approve it in the issue of registration number.
\n27:03
\nAnd when you show me an image of that, the bankers accepted, I almost always, they do now, and your exchanges, your cryptographic exchanges, currency exchange.
\n27:12
\nSo now, what I\u2019m being prompted for is asking says, filing review, step 10 of 11, It\u2019s asked me if I\u2019m going to review that, what I just typed typed in, in the in the template of the articles. It\u2019s also letting me scroll through what I just typed in, and edit anything I may have made a mistake on.
\n27:29
\nAnd you can see what kind of a mess I created Here is just a bunch of garbage. But you get the idea.
\n27:33
\nSo if I click on this here, I get the PDF file.
\n27:38
\nAnd there you go. It looks all \u2026, kind of, better than when I had, all right? So, at the very top, it just says you\u2019re not finished.
\n27:45
\nBecause, you know, people like, yeah, I didn\u2019t know your one more step, but it does say articles of the organization. for the company. Say some laws and regurgitates, Everything I just put in there.
\n27:54
\nSo, what you\u2019ll see, are these headings here, about the principal office address, the mailing address, the agent address, all these items, OK, So then we go through, we just scroll down.
\n28:03
\nOK, so that\u2019s a PDF file, I can download it and save it, and I can use it at the bank. Yeah, yeah. I go back and I\u2019m gonna, I\u2019m gonna say OK, now, the Alex good. I\u2019m going to just say next.
\n28:19
\nAnd the final thing is: how would you like to pay?
\n28:22
\nOK, so if you do a lot of these, you can do a prepaid account if you didn\u2019t one time, Just use a credit debit card. You check that box.
\n28:34
\nOh, yeah, California\u2019s $800, and we\u2019re not going, no, no, no, and that\u2019s not really your biggest expense. Your biggest expense is dealing with the California Franchise Tax Board.
\n28:43
\nYeah, that\u2019s a big problem there. New York is $200 by remember correctly, Washington\u2019s $200 and those are each year. You have to pay $200 Colorado\u2019s 50 area, it\u2019s much better. That\u2019s one among your lowest, lowest of all \u2026, good, guess?
\n29:00
\nI think it\u2019s Kentucky, $45.
\n29:02
\nNorth Carolina is 100, 425, Georgia 100, So yeah, it\u2019s around there.
\n29:08
\nAnd the other thing I don\u2019t really mentioned too much, but I\u2019m just gonna, I\u2019m gonna get out of here, but um.
\n29:16
\nIf you want to let your charter expire, it takes a year and you can open up your account you want.
\n29:22
\nIf you have all your accounts you want, you can let your charter expire and it will be still be accepted as valid. It will not jeopardize anything you\u2019re doing. You do not have to keep registering, paying, and filing annual reports. It will get revoked by the State, but it\u2019s still valid.
\n29:36
\nBut you will not be able to open new accounts with banks and exchanges, maybe you can get a lease agreement.
\n29:44
\nYeah. So if you, if it\u2019s really a problem for you, just know that your company is still good.
\n29:49
\nAnd after, so many years, the penalties, or just be so high, that you\u2019ll be, like, I don\u2019t wanna, if I ever want to re-instate it, it\u2019s gonna.
\n29:56
\nbe it\u2019s gonna cost me like the average act like $400 a year when it was 50.
\n30:01
\nSo in that case, just set up a new company, is there any reason? Yes. Yeah.
\n30:06
\nIf you\u2019re running a brick and mortar business or an online store, and you\u2019re going to anticipate future contracts, like with shipping companies or fulfillment centers, I would keep it valid.
\n30:16
\nIf you\u2019re just going to set up a company for banking purposes and just managing cash flow from let\u2019s say, Real estate investments, I wouldn\u2019t bother.
\n30:23
\nOoh, kryptos, selling gold, wouldn\u2019t bother, nobody cares.
\n30:28
\nI\u2019ve been using an expired company for like 19 years now.
\n30:31
\nNobody cares.
\n30:32
\nAll right, so there\u2019s that, you need to save that.
\n30:35
\nSure.
\n30:39
\nYeah.
\n30:39
\nSo, I just, No. So, that\u2019s, you guys, get the idea, I mean, I just walked you through, That\u2019s the state of Colorado. That\u2019s the behind the scenes thinking.
\n30:48
\nYou\u2019ll find some states ask the purpose of the company, just notes none of their business.
\n30:53
\nDon\u2019t say that, though, because you\u2019ll have all kinds of problems. So, what you do is have a backstory and, I always, my backstory, is oh, it\u2019s real estate, why do I say real estate? Because, I can make it really boring.
\n31:03
\nIf someone says, oh, real estate, really, you\u2019re a real estate investor?
\n31:06
\nMy response is, Well, my brother said, it was a good investment and I\u2019m just waiting for him to tell me what to do.
\n31:12
\nThat\u2019s a conversation ender, and that\u2019s all I care about.
\n31:14
\nBut I didn\u2019t answer the question and it\u2019s a reasonable use of the company.
\n31:18
\nI don\u2019t want to say, I\u2019m speculating in oil futures or something like nothing interesting, so whatever, that\u2019s the idea, get out of here.
\n31:28
\nSo, are you an expert now?
\n31:30
\nWell, actually, yes, OK.
\n31:36
\nOK, so we got some more experts, but have fun with the company, again, we have a recommended list of companies, states, I should say.
\n31:45
\nWe\u2019ve already covered New Mexico.
\n31:47
\nThe ones that people usually prefer are New Mexico, number one, Arizona, Wyoming, Colorado, let\u2019s say, tied for number two.
\n31:55
\nAnd then you got Florida, Georgia, and then Pennsylvania does not require annual fees or reports. So New Mexico and Pennsylvania are really good states for that purpose.
\n32:04
\nThat bothers you, And then you can get away from that. And then Ohio is another good state.
\n32:09
\nWhy is it a good state? The reason why I picked them is because the states don\u2019t bother you that much, and the fees are reasonable, like Ohio is a $99 a year. And yeah, you do have to file an annual report.
\n32:18
\nAll that means is the information that you\u2019ve filed in the articles To form the company as you just find them again, And every time you get a chance to do another annual report, you can amend it, you can add your friend, take your name off, you can whatever, so.
\n32:32
\nWell, thanks for listening. All right.<\/p>\n <\/div>\r\n <\/div>\r\n\r\n \r\n<\/div>\t\t\t\t\t\t<\/div>\n\t\t\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/div>\n\t\t\t\t\t<\/div>\n\t\t<\/section>\n\t\t\t\t