\r\n P2 \u2013 Transcript - How To Set Up Your LLC\r\n0:00\r\nWell, thanks for joining me.\r\n0:02\r\nI\u2019m going to go into some details and an overview of setting up the limited liability company and the different criteria that you\u2019ll want to consider when you\u2019re setting it up.\r\n0:15\r\nBecause anybody can go t... <\/div>\r\n
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P2 \u2013 Transcript - How To Set Up Your LLC
\n0:00
\nWell, thanks for joining me.
\n0:02
\nI\u2019m going to go into some details and an overview of setting up the limited liability company and the different criteria that you\u2019ll want to consider when you\u2019re setting it up.
\n0:15
\nBecause anybody can go to your secretary of state, can go online and you can type out the information in five minutes on forming a company. You can register one and then you can stop there. Most people actually do it that way, and that\u2019s, that\u2019s the end of it. And it\u2019s amazing how people can, can just do that much, and then run a whole business and not even understand that there\u2019s an operating agreement. And a whole set of rules and procedures and things that go along with it.
\n0:37
\nSo, what I want to show you is how to use a limited liability company, even though it\u2019s a creature of the state. It\u2019s a creature of statute.
\n0:45
\nI\u2019m going to show you how to use it to manage property and cash flow in a way that the state can\u2019t interfere with, or the feds, OK? That\u2019s really what we\u2019re doing here.
\n0:55
\nSo there\u2019s, I\u2019m gonna give you this overview, and then I\u2019m going to dial it in and successive videos, right? So I know That\u2019s gonna bring up some questions. Just be patient. Let me lay all this out.
\n1:07
\nI know that when I explain some of these sections here, you\u2019re gonna have questions So just write those questions down. I intend to get to those.
\n1:15
\nMaybe it\u2019s going to be in the second, third, fourth, or fifth video, but that\u2019s the whole point of this, is just like a college course. OK?
\n1:21
\nSo, let me just start with this or so, I\u2019m going to take you through the process of registering a limited liability company and it\u2019s known as a domestic, limited liability company.
\n1:30
\nThe state makes a distinction between foreign and domestic, So, and also, the limited liability company that we\u2019re using is not a limited partnership.
\n1:39
\nAnd it\u2019s not a professional limited liability company.
\n1:42
\nSo just keep that in mind, we\u2019ll, we\u2019ll go over that shortly.
\n1:46
\nI want to talk about California real quick, as we get started. So California residents.
\n1:51
\nThere\u2019s a law in California, we\u2019re allows the Franchise Tax Board to send you a bill, or tax you, four, not registering a company in the state of California. If you are considered a resident of the state of California, and a resident would be someone who lives there, someone who gets mail there.
\n2:10
\nSomeone who has a driver\u2019s license there, someone who\u2019s enrolled his children in public school, or houses name on the utility bill or owns some real estate, OK, or is employed in the state of California.
\n2:22
\nSo, these are residents of the state of California.
\n2:26
\nSo, I just think that California\u2019s a good state to avoid. If you\u2019re there, even if you live there, it\u2019s good to organize outside the state.
\n2:33
\nSo for, for example, purposes, let\u2019s just say, we choose New Mexico.
\n2:39
\nIt doesn\u2019t mean you have to go to New Mexico to register your company.
\n2:42
\nSo you\u2019re, you live in California and you want to register the company, the LLC in New Mexico.
\n2:47
\nNow, the banks wouldn\u2019t want you to opened an account where they, the company has registered. So if I register New Mexico, the banks want you to open the account in New Mexico, and they want it to be a New Mexico resident.
\n3:01
\nYou\u2019re not going to be able to do that as a California resident unless you set up a paper trail to start with. And this is legal to do this. Everybody does it, Whoever is going to run a business this way, this is how you do it.
\n3:11
\nSo, in California, you would simply open a mailbox in the state of New Mexico, or whatever state. You\u2019re going to choose to register the company. And let\u2019s just say, New Mexico.
\n3:19
\nYou\u2019d use a Mailbox Service. You can find those on the internet.
\n3:22
\nYou find a Mailbox service, and you you call them up, and you say, Hey, can I open a mailbox? I\u2019m going to move over there, or I\u2019m going to do such and such whatever I\u2019m going to do. I want a mailbox, Or I\u2019m running a business out of the state of New Mexico.
\n3:33
\nSo, some will, some won\u2019t.
\n3:35
\nThey\u2019ll open the box, so, basically, what that will mean is, you will have to send them money.
\n3:39
\nTo open a box, maybe it\u2019s a credit card, maybe it\u2019s a money order.
\n3:43
\nAnd, you have to usually do a postal form.
\n3:46
\nThe form number is 1983. So, I\u2019m gonna, I\u2019m gonna put, this form is going to be associated with this video, so you\u2019ll, you\u2019ll have quick access to it. But you can also find it on the Internet, You can go search on it, using the term form, 1 5, 8 3, PDF.
\n4:01
\nIt\u2019s really easy to find.
\n4:02
\nYou can print that out, fill it out The one thing I\u2019m gonna go over on that is how to how to file that form with your Postal service or your mailbox service, so that you get certain benefits from it.
\n4:14
\nCertain privacy benefits.
\n4:16
\nNow, so that\u2019s one, that\u2019s one important aspect.
\n4:19
\nSo, when you, when you go to register a company outside of the state of California, you want to show that you have a mailbox where the principal place of business is in the state of New Mexico, even if you\u2019re a California resident.
\n4:31
\nThe reason being is when you submit the articles to the state in Mexico, It\u2019s Secretary of State.
\n4:36
\nI believe there\u2019s some arrangement with all the states in California.
\n4:40
\nWhere, if anyone has a California resident showing a California address, philes Articles in a foreign state, that Secretary of State\u2019s office will notify the State of California and the State of California will then send a bill.
\n4:52
\nThere\u2019s no other way for the state to, to know this.
\n4:55
\nI\u2019ve looked at different situations. And I think that\u2019s where the the Secretary of State is doing this. It\u2019s notifying the state of California whenever someone does that. I don\u2019t think it\u2019s the banks.
\n5:07
\nAnd the reason I mention that is because, when you open your bank account, you\u2019re going to need your California ID. We don\u2019t need to change that to get your account open, and you\u2019ll still get the same result.
\n5:16
\nWe can\u2019t get into, we\u2019ll get into some more information about changing residency. It\u2019s not so important to get your account open. It\u2019s actually quite simple.
\n5:22
\nSo, it sounds complicated, but there\u2019s, there\u2019s just some important things you want to do.
\n5:26
\nAll right. So that\u2019s one for California.
\n5:29
\nI would also recommend, if you\u2019re in Illinois or Texas, don\u2019t register a company in those states. You don\u2019t even need a company in Massachusetts. Massachusetts charges way too much for its charge, $500.
\n5:40
\nThat\u2019s ridiculous. You can easily go to Ohio. It\u2019s $99.
\n5:44
\nYou can go to Pennsylvania. I like Pennsylvania, because the fee is $125, and it\u2019s forever.
\n5:50
\nYou don\u2019t pay an annual fee, I don\u2019t believe in you even need to file an annual report.
\n5:54
\nThe same with New Mexico, you only pay $50, and there\u2019s no annual report and your charter is good forever, OK?
\n6:00
\nOther states you have to follow at least a charter and pay somewhat of a fee, $50, $100, or something like that, to renew the charter or to file your annual reports to prevent the state from revoking the charter.
\n6:13
\nLet me make 1, 1 comment about that.
\n6:16
\nTypically, you can register a limited liability company or any corporation for that matter. And you can open all your accounts the way you want your bank accounts.
\n6:23
\nIf it\u2019s at a Crypto exchange account, you can do that.
\n6:26
\nYou can title property, you can deal with third parties, you can get a commercial lease agreement with the company, and then you can let the charter be revoked or expired by the State. Because you choose not to file the annual reports or pay the annual fee.
\n6:40
\nYou can choose to let that happen.
\n6:41
\nNow, the case law for our court system says that the charter is still recognized as being valid, even though it\u2019s been expired or revoked by the state for failure to file the annual reports or pay the fee.
\n6:54
\nSo there\u2019s the courts will still recognize the charter, as valid. But if you have an invalid charter to this expire, for example, when you go into a bank to open a new account, it\u2019s not going to let you do that.
\n7:05
\nThe bank\u2019s going to make you renew the charter.
\n7:09
\nSo if you\u2019re in that situation, and usually it\u2019s cheaper just to set up a new company, so you can decide at that point.
\n7:16
\nYes, so It\u2019s OK if your charter is expired.
\n7:20
\nI tell everybody that it\u2019s So just decide what you want to do if you want to. If you want to wait a couple of years and get into a commercial lease agreement, or open some new accounts, or have some, you know, you want to use that same company, you want to keep it in. Good standing, and for the most part, it\u2019s pretty cheap and easy to keep it in. Good standing, You can file an annual report in about one minute, on the Internet. So, this is an interesting fact to keep in mind.
\n7:41
\nNow, when you go online to the Secretary of State for the state, Huge Tows, and like New Mexico, it\u2019s gonna ask you to create an account. So it\u2019s the same thing as you create an e-mail account. They just wanna have your e-mail address and a password that you can make up. Sometimes they ask you a couple other criteria.
\n7:57
\nLike, I think Ohio has some sort of, other additional code you have to remember.
\n8:03
\nSo I keep a file with all that information in case I forget, And then you, once you get in, on the Internet you set up, you select the option to register a new company.
\n8:13
\nSo, it\u2019s going to be, like I said before, it\u2019s gonna be a domestic limited liability company.
\n8:17
\nYou can started out as one member, and make it as the managing member, So let\u2019s say if it\u2019s yourself Bill Smith, right?
\n8:23
\nSo, Bill Smith is gonna register his own company.
\n8:26
\nIt\u2019s called Bill Smith LLC, and I\u2019m not saying your name as the company name is a good idea. I\u2019m just saying, for example, Bill Smith, LLC, so Bill Smith goes online. He names himself as the managing member.
\n8:37
\nHe\u2019s going to be the single member.
\n8:39
\nIf you have two members that are not spouses, they\u2019re not married. To members gives you legal protections called charging order.
\n8:46
\nCharter protection means that the companies, assets\u2019, can\u2019t be attached for the debts of the members.
\n8:56
\nSo Bill Smith goes on there. He registers as a single member. He can also, if he has an address where he\u2019s registering. So let\u2019s say he lives in New Mexico in this example.
\n9:06
\nLet\u2019s say, Bill Smith lives in New Mexico, and he has a home address or an apartment address.
\n9:09
\nHe can name himself as the registered agent.
\n9:13
\nNow, the registered agent is, an individual could be a company or a person that can accept a summons in behalf of the company.
\n9:23
\nAnd every, every state requires a company that\u2019s registered in the state to have it, someone designated to accept service of process, being sued, OK.
\n9:34
\nNow, mostly, the companies we\u2019re setting up are not going to be in a business, Are usually holding companies, they\u2019re usually managing crypto accounts or cash flows. They\u2019re not going to be involved in a business that would end up being sued, and even if they were in that sort of business, it would take years for that situation to develop.
\n9:49
\nSo, the reservation is really not that important, so I get around a little bit by finding a real address. So, let\u2019s say Bill was in Bill Smith is in California, and I needed a registered agent address. I cannot use a Post Office box, I have to use. I cannot use a Mailbox Service either. I have to use a real physical location. I can use an office address, but then, I have to pay for an office service, or monthly or virtual office, and that\u2019s, those are fairly cheap, but it\u2019s more convenient to just go on the Internet and find a valid address. So, here\u2019s what I do.
\n10:19
\nI go to white pages dot com and I just search on a name. A last name in the state. I want the physical address and I find a valid postal address.
\n10:28
\nIt\u2019s actually a valid residential address where mail can be received.
\n10:31
\nIt\u2019s somebody\u2019s address, It\u2019s somebody\u2019s house.
\n10:33
\nHe doesn\u2019t care that, we\u2019re going to, by mistake, use his address with somebody else\u2019s name, so that\u2019s, that\u2019s what I do in many cases. Some people don\u2019t like that, but it saves $150 a year on agent fees.
\n10:45
\nIf you\u2019re running a real business, I recommend getting a real registered agent. If you\u2019re just using it for cash flow in a holding company, it\u2019s not, it\u2019s not important.
\n10:53
\nSo, if you go to web page dot com and get a valid address, then use that as the agent put. Put Bill Smith, your name, OK, whoever is organized.
\n11:01
\nOrganizing this as a single member, make yourself the registered agent also.
\n11:06
\nAnd use that address you got from white pages dot com.
\n11:09
\nAlright, so what you\u2019re registering are the articles.
\n11:12
\nSo the information in the articles includes the company name With the LLC designation, it has to have that on there.
\n11:22
\nIt\u2019s going to be a list of the members, their legal names, the names that you would use if you\u2019re going to open a bank account with each member\u2019s address.
\n11:29
\nAnd, of course, your registered agent address, that\u2019s part of the articles.
\n11:34
\nIt\u2019s also going to ask you, when you\u2019re filling out the article or the prompts on the online, you do it on the Internet, it\u2019s going to ask you that the term of the charter, how long is this going to be a company that you\u2019re going to use?
\n11:48
\nAnd I always say perpetual perpetual, because, I mean, what was the point of telling? Registering it for only three years. It doesn\u2019t make any sense. So I always just say perpetual, because I can dissolve the company anytime I want.
\n12:01
\nAnd then the purpose of the company.
\n12:02
\nNow, generally, you can just make a generic statement saying, this company is organized for all purposes. That could be the complete complete version of it lately. I\u2019ve got some pushback from Pennsylvania, and they wanted me to give more specifics, which really isn\u2019t their business.
\n12:17
\nI\u2019m not asking for non-profit status. So I don\u2019t have to be that specific but just to appease them and get the job done.
\n12:23
\nI went ahead and I started from now on and all states doing this.
\n12:26
\nI\u2019m saying, the purpose for which this company is organized is for all lawful purposes.
\n12:33
\nIncluding, but not limited to live, not limited to investing in real estate, Or you can add whatever you want, something generic, then you can even be more specific. You can say the purpose for which this company is organized is for all lawful purposes.
\n12:47
\nIncluding, but not limited to, investing in real estate, Which may also include property management, and tax lien certificates.
\n12:57
\nRight. That could be it.
\n12:59
\nSo that\u2019s a little more detailed and just because you said that in the articles it doesn\u2019t mean that\u2019s all you have to do.
\n13:04
\nYou you\u2019re not limited to doing just what he said because you did say you can do whatever is legal, right?
\n13:10
\nObviously we\u2019re not gonna use a company for money laundering OK. Even though you\u2019ll be likely accused of that, I\u2019m not saying that that ever should be what your intensity.
\n13:19
\nAnd then of course, you can add other things.
\n13:21
\nNow, again, like I said before, this isn\u2019t a limited liability company, It\u2019s not a professional association, it\u2019s not a non-profit, that\u2019s different classification Altogether, we\u2019re not getting into that.
\n13:33
\nAnd then what will happen is, when you submit this, dobie, a signature page for authorizing the charter and then, there\u2019ll be a, there\u2019ll be a prompt when you\u2019re registering this.
\n13:44
\nIf you\u2019re doing this yourself, it\u2019ll prompt you for the name. And the name. And address of the organizer?
\n13:49
\nWell, the organizer, If it\u2019s Bill Smith, the Organizer\u2019s, Bylsma, he\u2019s also the managing Member.
\n13:55
\nThere are no third party managers. He\u2019s the member Manager.
\n13:59
\nAnd he\u2019s also the registered agent. And he\u2019s also the organizer.
\n14:03
\nAll right. If I had another member left, let\u2019s see if it\u2019s his friend.
\n14:07
\nWanted to do it Paul, something Paul Smith.
\n14:10
\nAll right. So we\u2019re going to add Paul\u2019s name in there and he can be a member or he can be a managing member.
\n14:15
\nHe could also be a non member. I wouldn\u2019t I wouldn\u2019t get into that because it\u2019s not necessary. You don\u2019t need non members for what I\u2019m describing here.
\n14:22
\nSo you\u2019re going to be a member managing member.
\n14:25
\nAnd you\u2019re going to be the organizer and the registered agent.
\n14:30
\nWhen you\u2019ve submitted everything, you\u2019re going to pay a fee.
\n14:32
\nYou can use a credit card in New Mexico, they want you to fund the account, first with the credit cards. You pay first.
\n14:39
\nAnd now you have money in the account.
\n14:41
\nAnd then when you go register everything, you just say, use my account.
\n14:44
\nYou\u2019ll get it. It\u2019ll pay out.
\n14:47
\nSo the secretary of state will assign a file number when you get the file number, don\u2019t do anything with the company until you get the file number. It\u2019s a registration number.
\n14:54
\nI know sometimes in the acknowledgement or the receipt for the payment, you get a document number that isn\u2019t always the file number assigned by the state when it\u2019s accepted as a valid charter.
\n15:05
\nSo waiting till you can confirm.
\n15:07
\nSo the way you confirm is that the Secretary of State has assigned a file number, or a registration number, or a document number.
\n15:14
\nExcept as your charter is just by simply going on the Internet and searching.
\n15:19
\nYou search on the name of the state, and then you search on the phrase, Business search, where you can search on the name of the state, the term Secretary of state, and then the term business search. And you\u2019ll get to a website, where you can type in the name of the company that you just registered.
\n15:34
\nAnd notice that you\u2019re not logging into searched for it. You\u2019re going to just search for it, just like anybody else would.
\n15:38
\nAnd you\u2019ll be able to see the listing of the company, if it\u2019s valid, if it\u2019s been accepted by the state.
\n15:43
\nIt will have a file number, and then copy that file number, and that\u2019ll go in your other documents, and I\u2019ll explain what those are in a second.
\n15:50
\nSo you want the file number first.
\n15:51
\nNow, once you get the file number, you can apply for your employer identification number. You need your EIN, if you\u2019re going to use a bank account.
\n15:58
\nIf you\u2019re going to use the LLC to hold title to real estate, and that\u2019s all it\u2019s going to do.
\n16:03
\nOr maybe it\u2019s going to hold a lean to some real estate, and you do not need an EIN for that.
\n16:06
\nYou only need the EIN, because the bank is going to say, We won\u2019t open the account unless you have an EIN for it. Just getting an EIN does not create any new obligations.
\n16:15
\nIt doesn\u2019t make the person who gets the EIN obligated for anything.
\n16:19
\nThink of it like, if you were organized, helping your friend organize a church, and it was his business, and you\u2019re just volunteering, and he wants to open a bank account for it, and he you\u2019re the Secretary, that\u2019s your volunteer job, you would use your SSN to apply for the churches, EIN.
\n16:36
\nThat doesn\u2019t create an obligation for you, that doesn\u2019t create an obligation for the church, there\u2019s still a separate, uh, there\u2019s this separation and legal separation there. So don\u2019t be so concerned about that.
\n16:47
\nSo once you get your file number, you can then apply for your EIN and you\u2019ll see a link.
\n16:54
\nIt\u2019s either next, associated this video or in my instruction set, there\u2019s a link there, but if there\u2019s no link, I mean, you can just go search on the Internet for Redis IRS EIN Application Online.
\n17:08
\nOK, those phrases, if you put them in the search term on Google or whatever search engine you\u2019d like to use, you\u2019ll get to the website.
\n17:15
\nNow be careful, because there are some services that try to sell you the service and getting an EIN for $50. It\u2019s not necessary, you can do for free.
\n17:23
\nIt takes just about maybe 5 or 10 minutes. You gotta fill out this application. You gotta give them all kinds of information. I\u2019ll go over that in a minute.
\n17:30
\nAnd then you\u2019ll get an EIN Approval letter with an EIN on there and the name of your company.
\n17:36
\nIt\u2019ll list your name as a member, and then you want to save that document. There\u2019ll be a PDF on your screen and save it immediately. Don\u2019t wait. Because if that document goes away and you can\u2019t recover it, it\u2019s really difficult to get it back from the IRS. And you can easily just go get another number. You can assign two numbers to an LLC, it has to be just that one number.
\n17:54
\nLikewise, you can\u2019t use an EIN from another company for a different company. It has it stuck with that company forever.
\n18:01
\nDon\u2019t, don\u2019t ever try to use an end, is assigned to a company, don\u2019t ever use it for another company, just like you wouldn\u2019t use a registration plate for a different car when it\u2019s been assigned to another car. That\u2019s, that\u2019s not a good idea.
\n18:15
\nSo, what you\u2019re going to do is you assign, you apply for the EIN.
\n18:19
\nYou can use your SSN to do it. It\u2019s very easy, it doesn\u2019t create an obligation like I said.
\n18:23
\nYou can also use another company to apply for the new EIN for your new company.
\n18:28
\nYou can use its EIN, and its name, and its address as the applicant for the New EIN for your new company.
\n18:35
\nOK, you can also use a friend\u2019s SSN if you really want to.
\n18:38
\nI\u2019ve done this before.
\n18:39
\nI\u2019ve gone to find companies that were abandoned through the Secretary of State\u2019s office, and some of the companies had listed ends.
\n18:46
\nAnd I was able to use the EIN and the company name and the address, and I noticed that was inactive, OK, don\u2019t use an act of one to do this.
\n18:54
\nAlthough, it shouldn\u2019t be a problem, I just wanna do it that way. Make sure it\u2019s been inactive for awhile a couple of years.
\n18:59
\nUse its \u2026 as the applicant for this new UI, and if you really want to, you can do it that way. I rarely do it that way, but I just want to share that with you. So here\u2019s what you do.
\n19:08
\nThe, the, the applicant, your company is the applicant, but you\u2019re going to sign for it.
\n19:14
\nIt\u2019s going to be a single member LLC. I don\u2019t care if it\u2019s a multi-member, you tell the IRS it\u2019s a single member, that\u2019s how you started out.
\n19:21
\nRemember what you say in the EIN application is not binding on the company. Only the articles are binding.
\n19:27
\nWhat you say to the bank is not binding on the company.
\n19:31
\nIt\u2019s a single member, that\u2019s how you\u2019re going to apply.
\n19:34
\nYou\u2019re also going to say that it\u2019s member managed, that means there\u2019s no third party that\u2019s going to manage the company.
\n19:40
\nYou can do that later if you want to, and there are reasons why you\u2019d want to, we can go over that later.
\n19:44
\nOK, the EIN you\u2019re asking for is only for banking purposes.
\n19:50
\nAnd of course, you want to say again if you\u2019re asked for what reasons you\u2019re getting this EIN, and what reasons the company is getting it.
\n20:00
\nIt\u2019s going to be for real estate investing.
\n20:03
\nYou can tell them whatever you want. I\u2019m just saying, if you disrupt, don\u2019t want to answer the question, just skim a generic response like that.
\n20:08
\nYou get that approval letter. Save on your computer, print it out, you know walk into the back. If you\u2019re going to open the account, the bank account online, you want to be able to e-mail it to the back.
\n20:19
\nWe\u2019ll get we\u2019re without a second.
\n20:21
\nSo you want to keep it on in your file. So open a folder. With your LLC\u2019s name and you put all these documents in there, OK, You keep records of everything. You\u2019re gonna get an abstract. So if you have my service do it, we\u2019re gonna give you an abstract. Now. nobody does this. This is just my creation.
\n20:35
\nI\u2019ve done it this way over the years and abstract is is a watered down version, very watered down version of the operating agreement.
\n20:43
\nIt\u2019s just enough to get your account open. Now you don\u2019t go and tell the bank. It\u2019s an abstract of the operating agreement.
\n20:48
\nYou tell them what it says at the top, it\u2019s an operating agreement, This is your operating agreement.
\n20:53
\nAs far as the bank is concerned, OK, it\u2019s usually it\u2019s one page. I mean, I might make them, too, But pretty much every one page, you\u2019re going to have that, I\u2019m associated with this video, you\u2019ll be able to download it. I have a banking resolution.
\n21:04
\nBasically, all this means is the the banking resolution is where the members are the managers which in this case happened to be the members are authorizing an individual to be signing for the LLC at the bank account.
\n21:20
\nSo, The banking resolution is where the members saying, yes, I\u2019m authorizing this individual this member to be a sign up for the account while Bill Smith that he\u2019s a single member.
\n21:29
\nHe\u2019s going to authorize himself to sign as managing member, OK? Now remember, he\u2019s, this is his title.
\n21:36
\nThis is not Bill Smith individually anymore. This is Bill Smith authorizing.
\n21:40
\nBill Smith as a managing member, authorizing himself as Managing Member to be a signer for the account.
\n21:45
\nNow, it sounds funny, but this is how we do things. This is how companies operate.
\n21:50
\nNow with that, you\u2019re gonna get, you should include, if you don\u2019t have this, if you don\u2019t get this for me, or you don\u2019t have this, the bank will have this is called a Certificate of beneficial interest.
\n22:01
\nAll you\u2019re doing is stating what the members, interest is in the company. So I always say that it\u2019s more than 25%. That\u2019s all they care about. They don\u2019t care what it is, they just care whether or not it\u2019s over 25%, it is 100% if you\u2019re single member.
\n22:15
\nBut the Certificate of Beneficial Interests just says that the member who\u2019s signing here has more than 25% interest in the company.
\n22:22
\nThere will be times when it can be zero interest if you\u2019re the managing non member, so we can get into that later.
\n22:30
\nNow, the real important document is your Operating Agreement.
\n22:33
\nNow, we don\u2019t show that to anyone, but it is, it is written, it is how your company operates. It is the law of the company.
\n22:41
\nAnd it\u2019s there to protect your interests in the company.
\n22:45
\nIf the company sued or there\u2019s an investigation, and someone wants to subpoena the opening agreement. So it\u2019s important to keep it going, it\u2019s important to update it. It\u2019s important to memorialize agreements in the operating agreement. If you bring on a partner, you want to put a provision or at an article into the operating agreement.
\n23:03
\nAnd just like we do with the blockchain trust, that is how we treat certain classes of assets.
\n23:09
\nSo, the blockchain trust describes how the company is going to interact with its assets held at the cryptographic exchanges. All right.
\n23:17
\nSo, the operating agreement is important, but we\u2019re not going to show it to anybody unless it\u2019s under subpoena.
\n23:22
\nNow, I\u2019m gonna go in a little bit more here.
\n23:24
\nI\u2019ve got about another 12 minutes.
\n23:26
\nI think, some of this is redundant, so that\u2019s probably a good thing.
\n23:31
\nWe will get into more detail, but this is really is largest overview, as I can provide at this time.
\n23:36
\nSo we, we\u2019ve covered this EIN application process I think pretty well.
\n23:42
\nThe address that you\u2019re using in the EIN application, just use the address that we chose for the registered agent address. You can use any address just to be consistent, though. Use the one for the registered agent. That\u2019s common practice because on the approval letter, it\u2019s going to show the address that was used. You can also use the principal place of business.
\n24:02
\nI would, again, I would use the registered agent address. That would work, in most cases. You may be asked along the way. Maybe the bank will ask you. I don\u2019t think the IRS asks you, but the bank may ask you.
\n24:12
\nWhat\u2019s the tax treatment for the LLC.
\n24:14
\nNow, most of these I\u2019m doing for managing cash flow and accounts at the exchanges, most of them are not going to file tax returns.
\n24:21
\nSo you could say that it\u2019s an S corps, but it doesn\u2019t matter.
\n24:24
\nYou can tell whomever is asking, it\u2019s an S corp, it\u2019s not an S corp until you file the right documents, and you\u2019re never going to do that, but it doesn\u2019t matter again. So just to ask the question, just tell them it\u2019s an S corp, and that\u2019s your tax treatment. If you have, if you\u2019re asked the purpose of the LLC.
\n24:38
\nWhat I\u2019d like to do is answer in a way that that ends the conversation quickly.
\n24:42
\nSo if I say something like, I\u2019m a multi-billion dollar international real estate tycoon, and I\u2019m going to build a hotel right here in your town, the banks, the personnel at the bank, are trained to engage you in conversation. They\u2019re gonna say, The person you\u2019re talking to is going to say, Wow, that\u2019s interesting. Well, how did you learn how to do that? Do you already have your investors can ask you a lot of questions? And don\u2019t think he\u2019s being your friend. He wants to collect information, so what you want to do is answer the question so that it ends the conversation. Here\u2019s how you do it. You say, Yeah, I open an account, because my my friends said, He\u2019s going to show me how to invest in real estate. So, what that says is, you don\u2019t know anything about real estate. Don\u2019t bother asking me any questions.
\n25:21
\nAnd this is I\u2019m a newbie, right, And this ends the conversation.
\n25:26
\nYou want to be polite to the back the bank personnel. They\u2019re going to ask you a lot of nosey questions. Be polite but give them responses that are not getting.
\n25:33
\nYou don\u2019t need to know that you\u2019re involved in cryptographic currency and all these things and whatever it is you\u2019re doing.
\n25:37
\nJust give them enough to get the account opened.
\n25:41
\nBecause the companies that we\u2019re typically using here, there are some exceptions.
\n25:46
\nI know that I I do these on occasion but for the most part the it\u2019s not going to have any employees, Your LLC is not gonna have any employees.
\n25:55
\nThere\u2019s gonna be no W twos.
\n25:56
\nW fours, it\u2019s not gonna pay wages. Again, no W twos. Know Debbie for wages means I\u2019m, I\u2019m paying out and reporting on a W two.
\n26:05
\nIf I\u2019m reporting on a W two, that means I\u2019m filing tax returns, We\u2019re not doing that. What is managing some assets for measuring some cash flow?
\n26:11
\nIt\u2019s gotta be a pass through in a tax deferred structure.
\n26:16
\nThe reason why I say that is because the State may send you forms, requesting you to fill things out or make affidavit or things like that. You want to respond, respond without filling out their forms. Do not fill out the forms. You want to respond with a written letter or phone call, whichever you\u2019re comfortable with, and explain.
\n26:35
\nFirst of all, how did you get this information? Because I didn\u2019t give it to you. How did you know anything about my company?
\n26:40
\nI didn\u2019t disclose anything to you.
\n26:42
\nAnd how did you conclude that I had wages was paying wages, or had employees and they were receiving wages? How did you make that conclusion? You can do that if you want to try to get them to step back a little bit, but you don\u2019t have to. You don\u2019t have to be argumentative with them.
\n26:54
\nIt\u2019s simple enough to just tell them, Hey, I\u2019ve got your forms and everything, but none of this applies to my company because it\u2019s just a holding company. I\u2019m not. I don\u2019t have employees, and we\u2019re not paying wages.
\n27:05
\nHowever, maybe we might So we\u2019ll let you know. But, in the meantime, we don\u2019t have those in our plans. And we don\u2019t have anybody on our, on our records that suits that criteria.
\n27:15
\nThat should end the conversation. That\u2019s what you want.
\n27:18
\nSometimes you have to similar, I think you should send them a letter, because you want to keep that letter in your, your company folder on your computer. So it keeps a history of what you\u2019re, what you\u2019re doing.
\n27:29
\nSo that way you can remember fairly easily, all right.
\n27:32
\nAnd if you bring on a partner or if you sell the company, there\u2019s a record as to what happened.
\n27:37
\nAgain, this is a pass through.
\n27:39
\nIt doesn\u2019t file, and the reports are tax returns. However, you should do some accounting.
\n27:43
\nYou should keep track of what\u2019s going on with your assets and your income so we can make good decisions. Let me give you a couple of notes on, on the accounting process, and then I\u2019ll, I\u2019m gonna close. Will go into the next video, Like I said, I did the biggest overview.
\n27:54
\nI could, and then as we proceed to the next video, it\u2019s going to get more detailed.
\n27:59
\nAll right.
\n27:59
\nSo on the accounting, I like to have bookkeepers. That\u2019s just my preference.
\n28:04
\nSo I use bookkeepers.
\n28:06
\nThey don\u2019t, they don\u2019t tend to ask a lot of questions. I use bookkeepers that don\u2019t have a CPA status.
\n28:12
\nThey\u2019re not enrolled agents, I don\u2019t. I don\u2019t like those guys too much. I don\u2019t care about those. And they\u2019re not special.
\n28:17
\nI just need someone to push the buttons on the computer, and generate my balance sheet in my income statement, or analyze one particular asset in my portfolio, with its own income statement, or balance sheet.
\n28:28
\nOr, maybe I need a report, so I can open a bank account. Or, maybe I need something, because maybe, I\u2019m going to buy an asset, and the broker is asking me for my books and records. And I don\u2019t want to give them all my books and records. I just want to go get some accounting, so I can show them the specific part that was that\u2019s pertinent to what we\u2019re.
\n28:44
\nTrying to do because when you\u2019re when you\u2019re buying another asset, usually you want to go through a broker and the broker is going to try to qualify to make sure that you can actually even talk to his cellar. OK, So that may be another reason to do accounting or at least have regular accounting records on file. And again, back to the abstract I have a note here. I use the abstract to open all accounts.
\n29:03
\nSo, the abstract we, I referenced earlier, we\u2019re talking about the Operating Agreement, I used that for the bank accounts, and crypto accounts, and any third party accounts.
\n29:15
\nYeah, any, anything anywhere? I\u2019m going to manage money, right?
\n29:18
\nI use the abstract for that purpose. I don\u2019t, I don\u2019t ever give out the operating agreement, or any portion of it, it\u2019s nobody\u2019s business.
\n29:23
\nThe same with the blockchain trust. You don\u2019t give that data out to anybody that is part of the operating agreement.
\n29:29
\nOK, now, I know that when you go to Gemini, and these other exchanges, they\u2019re asking you for things like an organizational chart.
\n29:37
\nYou\u2019re not required to have an organizational chart. They\u2019re not going to penalize you for that. Just tell them.
\n29:41
\nEither, we don\u2019t have an organizational chart at this time, or we have no plans to create one, where it\u2019s not necessary for what we\u2019re using the company for and in our estimation right, in my estimation, right, because I\u2019m the single member.
\n29:57
\nYou don\u2019t need a business plan open accounts either. It\u2019s going to ask you for a Business Plan, Gemini, especially may ask you for that.
\n30:04
\nNow here\u2019s another thing, some of the information that\u2019s being requested.
\n30:07
\nYou\u2019re a member, a managing member, you can call yourself Vice President of this LLC, if you want.
\n30:14
\nYou\u2019re a representative of the company. It\u2019s your job to operate the company in the proper manner.
\n30:20
\nIf your company happens to have a contract, like a non disclosure agreement, nobody needs to know or see the agreement, but they can take your word for it, that you\u2019re, that the information being requested as is protected by a contract, non disclosure agreement.
\n30:37
\nIt\u2019s also subject of a trade secret, OK?
\n30:40
\nIt\u2019s under Agreement, or it\u2019s under the Trade Secrets provision in your Operating Agreement, in your company, so you\u2019re not permitted to disclose that unless certain conditions are met and they won\u2019t be able to meet the conditions. It doesn\u2019t matter what they are.
\n30:51
\nSo you can just tell, whoever is asking for certain information, whether or not you have it, is irrelevant.
\n30:57
\nBut you can, just to answer the question, you can say, Well, I can\u2019t give that to you because that\u2019s 70 of a trade secret. Or I can\u2019t give that to you because it\u2019s not within my custody or control. Or, I can\u2019t give that to you, because I\u2019m under a contract to not disclose it, right? So, in most cases that will answer the question, they can move on. I\u2019m gonna, I\u2019m gonna get into the uses of the LLC in the next video.
\n31:15
\nI think that\u2019s going to be, this is going to be a good breaking point, and I think before I do that, I\u2019m gonna start off with covering more of the issues about the tax questions. So, y\u2019all can do some research and see for yourself how this works. So, let me cut this up now, and then I\u2019ll go into next segment.<\/p>\n <\/div>\r\n <\/div>\r\n\r\n \r\n<\/div><\/div>\n\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