Author Topic: Air America Media is ceasing its live programming operations... this afternoon  (Read 15222 times)

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Offline Aaron Burr

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That could be fun. No money at all here. Aaron Burr??

I got nothin' east of the Mississippi until you get to Andora. And that's more of a safe house considering they don't have an extradition treaty with us.

Offline Oceander

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Anyone wanna contribute to holding the corporate names in shell entities?

Offline bkg

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Anyone wanna contribute to holding the corporate names in shell entities?


:raises hand:

Offline Oceander

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Should I get up a quickie costs spreadsheet to put up here?

Offline bkg

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Should I get up a quickie costs spreadsheet to put up here?


Please include tax deduction opportunities.  :-)

Offline Oceander

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Please include tax deduction opportunities.  :-)

Okey-dokey.

Offline Aaron Burr

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I'm in. I'll just put the brakes on KillHippyLLC for a lil' while. Do we need a board of directors for any of these? I don't want to run any, being content with a V.P. position. Yes, Aaron Burr is all about Vice.

Offline The Village Idiot

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I'm in. I'll just put the brakes on KillHippyLLC for a lil' while. Do we need a board of directors for any of these? I don't want to run any, being content with a V.P. position. Yes, Aaron Burr is all about Vice.

Can a shell corp be owned by a shell corp if its owned by another shell corp?

Offline bkg

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Can a shell corp be owned by a shell corp if its owned by another shell corp?

only if you're in DC.  :-)

Offline The Village Idiot

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Mythsage should incorporate...

Paranormalsexcrimenovels LLC

Offline Specbid

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The big bee-itch is having a registered agent in Delaware - even the little hole-in-the-wall places want north of $100 per year to act as a glorified mailbox.

Actually, I have access to several addresses in Delaware. How can I be of service?

Offline Oceander

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I'm in. I'll just put the brakes on KillHippyLLC for a lil' while. Do we need a board of directors for any of these? I don't want to run any, being content with a V.P. position. Yes, Aaron Burr is all about Vice.
All that's really needed is a one-person skeleton crew to keep the corporate minute books and file the annual franchise returns.

Can a shell corp be owned by a shell corp if its owned by another shell corp?

Yup.  As a nice little matter of theoretical corporate law, I've always wondered if one could legally maintain a corporate structure formed in round-robin fashion so that, ultimately, there were no individuals acting as shareholders.  However, in this instance we wouldn't need to even go that far.  The simplest structure would probably be to form a parent corp as the hold-co, with every other entity wholly-owned by the parent (directly or indirectly through chains of subsidiaries), the LLCs would be single-member entities and thus disregarded for federal and most state/local tax purposes), the parent would elect S-corp status, thereby basically providing flow-through treatment for federal and most state/local tax purposes, and the parent would elect to treat all of the subsidiary corps as QSubs, which would result in them being disregarded for federal and most state/local tax purposes.  There would be a few places where the entities should not be held - NYC being one of the principal no-go places - but in general, most states/localities have seen the wisdom of tracking the federal treatment, so in most places the end result would be look as if the shareholder had one S-corp with a number of different divisions or branches and, because the entire structure would be passive, would not own any assets or conduct any business or investment activities, there would be very little tax effect, other than a possible tax deduction for the annual registered agent fees (I want to double-check on that before I state it as a fact), which, if allowed, would flow through to the individual shareholder at the apex of the structure.

Offline Aaron Burr

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Just tell me where to send the fuggin' check. I want some new stationary.

Offline Oceander

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Actually, I have access to several addresses in Delaware. How can I be of service?

By agreeing to act as the registered agent, which would make it possible to file everything without having to go to one of the companies that do it as a business, like the Corporation Trust Company (not to knock them or their business model - they provide a fantastic service, but I am trying to think of how to accomplish this with the absolute bare minimum of financial layout - it must be the Scots in me coming to the surface :D ).

That would basically entail receiving copies of stuff like the annual franchise tax returns, other correspondence from the State of Delaware, and of anything that was filed with the Del. Secretary of State.  In practice, since these would all be passive, inert shell entities, the only real work would be receiving the annual franchise report returns in the mail from the Del. Secretary of State, and forwarding them on to whomever is acting as the shareholder/director/officers for the entities.

To be clear, a registered agent has almost no exposure to liability in connection with the entities for which she or he acts as registered agent.

Offline Aaron Burr

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We need to move on this ASAP. Some unscrupulous bastard may beat us to the punch.

How to Scam

Offline Specbid

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By agreeing to act as the registered agent, which would make it possible to file everything without having to go to one of the companies that do it as a business, like the Corporation Trust Company (not to knock them or their business model - they provide a fantastic service, but I am trying to think of how to accomplish this with the absolute bare minimum of financial layout - it must be the Scots in me coming to the surface :D ).

That would basically entail receiving copies of stuff like the annual franchise tax returns, other correspondence from the State of Delaware, and of anything that was filed with the Del. Secretary of State.  In practice, since these would all be passive, inert shell entities, the only real work would be receiving the annual franchise report returns in the mail from the Del. Secretary of State, and forwarding them on to whomever is acting as the shareholder/director/officers for the entities.

To be clear, a registered agent has almost no exposure to liability in connection with the entities for which she or he acts as registered agent.

Now I happen to know one ex-sos of Del. Easy for me to get the info.

Offline The Village Idiot

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To be clear, a registered agent has almost no exposure to liability in connection with the entities for which she or he acts as registered agent.

This is actually interesting.

Offline Aaron Burr

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Great. I'll make you an intern.

I'll write a check tonight if BKG Spec and Oceander are in. $100 buy in and we'll make the rat bastards rue the fuggin' day they were born.

Offline Oceander

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We need to move on this ASAP. Some unscrupulous bastard may beat us to the punch.

How to Scam

Ok.  The thing to keep in mind is, unless qualifications to do business were filed in all fifty states, anyone else would still be able to form entities in other states with the same names - what I've proposed just grabs the Delaware entities, which are usually the most popular with corporate types (because Del. corporate law is the most efficient to work with) - but doesn't lock the names up in any other state unless there is some sort of filiing, like a foreign entity filing, that puts the names onto the records of the relevant Secretary of State.  That can be done, and maintained quite easily via a computer, but it does entail more cost and expense, for the initial filing as well as for annual franchise taxes (almost all states impose a minimum tax of around $100 per year).

To get a practical effect of tying up the names, one would not really have to hit all of the other states, getting the big commercial states - CA, NY, IL, and the like - would in practice achieve the desired end, but it would increase upfront and annual costs.

Now, as to basic formation costs, the filing fees schedule for Delaware is here.

Provided one doesn't want super-expedited service, it would cost about $89 to incorporate a corporation ($139 if one selected the 24-hour expedited filing option, which adds $50 to the filing fee).  Forming an LLC costs about $90 for standard filing, $140 if one chooses the 24-hour expedited filing option.

The basic forms that have to be completed, executed, and returned for filing can also be got from the Del. SoS' website, here, and filing them out is really not that big of a chore, particularly if you're really just going for a basic inert shell corp/shell LLC formation.

Offline Aaron Burr

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Sigh. Eventually you lawyer types are going to figure out how to charge by the keystroke.

So it's 5 grand to lock this thing up? Let's just start with a couple of states first. One of them being Az and/or Cali.

Offline The Village Idiot

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Wait a sec. what happens if one of the entities actually tries to make money? Does that complicate matters?  :popcorn:

Offline Specbid

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Now, I need to go to Wilmington one of these days anyway so it might as well be tomorrow. Am familiar with the State office building. Been there many times. Could walk this stuff through if necessary...now tell me what we might due with this LLC.

Offline Aaron Burr

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Personally, I was hoping to form some sort of Ponzi scheme. But it doesn't matter. I just wants it.

Offline Specbid

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Personally, I was hoping to form some sort of Ponzi scheme. But it doesn't matter. I just wants it.

So for the time being, we just want the name?

Offline Oceander

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Wait a sec. what happens if one of the entities actually tries to make money? Does that complicate matters?  :popcorn:

Yes it does.  That shouldn't be done without a lot of thought being put into it first.