Our Personal Liability Guarantee
Corporate Nevada Ltd is proud to stand behind its services and guarantees the compliance and integrity of the corporate veil, subject to the step-by-step compliance list, as provided in the Terms and Conditions of the Personal Liability Guarantee. The Guarantee is activated only upon the successful piercing of the corporate veil of the covered company, which results in the owners, directors, officers, managers or members of the company being held personally liable for the debts and contractual obligations that the covered company has to third parties, as determined by a court of competent jurisdiction in Nevada.
The Guarantee is not insurance, and is limited to up to $100,000 reimbursement of reasonable and documented legal defense expenses incurred and paid by the covered company as the direct result of the company’s good faith defense against a claim that attempts to pierce the corporate veil in a court of competent jurisdiction in Nevada.
The Terms and Conditions of the Personal Liability Guarantee require that all claims must be accompanied by certification and documentation verifying the timely and full completion and compliance of the following items:
- The corporation or LLC must be formed, maintained and current at all times with Corporate Nevada’s fulfillment compliance service.
- The corporation or LLC, or it owners, directors, officers, managers or members, must not be involved with or be convicted of any felony or fraud charges or any illegal activities.
- The corporation or LLC must be valid and filed with the Nevada Secretary of State. File any changes to original articles as official amendments, and pay associated fees.
- File all required applications for foreign qualification as a foreign corporation or foreign LLC in all foreign jurisdictions where the company has legal or tax nexus, as defined by the relevant jurisdiction and pay associated fees.
- File the initial and annual reports with the State of Nevada and any other jurisdiction in which the company is registered to do business as a foreign entity, and pay associated fees.
- File the Nevada Business Registration Application with the Nevada Department of Taxation, obtain a State Business License and file and pay the annual business license fees.
- Issue signed stock certificates (corporation) or membership units (LLC) to the shareholders/members in exchange for appropriate consideration, and record all stock or membership unit issuance, redemption or transfers in the register.
- Hold shareholder, directors, member and managers’ meetings as required and at least annually.
- Properly maintain a corporate or LLC record book, which includes copies of all organizational documents and amendments; by-laws or operating agreements (with amendments); notices and minutes of all meetings; resolutions of any/all significant company events; and stock/membership unit register.
- Properly executed bylaws (if a corporation) or an operating agreement (if LLC) that detail the internal affairs and operations of the management of the company. Ensure that the company’s current business practices are in compliance with the bylaws or operating agreement.
- Submit all tax reports and payments to local, state and federal governments in a timely manner.
- Document all loans to and from shareholders, directors, owners, members, managers, officers and employees with appropriate promissory notes and security agreements, including UCC-1 financing statements, where necessary.
- Confirm and ensure that the company keeps its own accounting records separate from that of other entities or individuals.
- Pay unemployment insurance and Social Security withholding on all applicable payroll and for all applicable employees.
- Conduct all business only in the name of the company. All contracts and agreements must be signed by duly authorized officers, directors, or managers, with all contract signatures accompanied by the proper use of the individual’s title with the company.
- To the extent that the company conducts business under a name other than its full corporate or LLC name, confirm and ensure that the company’s use of such name complies with all applicable laws and registration requirements.
In addition to the above requirements, the Entity plus its Members and Officers must demonstrate reasonable compliance with all applicable Nevada Revised Statutes(NRS). The Guarantee does not include criminal or fraudulent activities, bankruptcy proceedings, or any other proceedings or activities not in compliance with the Nevada Revised Statutes.
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