Establish a Network to Increase Net Worth

Your network is your net worth. To grow your network is to increase your net worth.

Our CEO, Scott Royal Smith, reminds our clients that their network IS their net worth. You can find many success gurus and experts who have similar beliefs.

Entrepreneur, author, and speaker Porter Gale, author of "Your Network Is Your Net Worth," says: "I believe that your social capital, or your ability to build a network of authentic personal and professional relationships, not your financial capital, is the most important asset in your portfolio."

Recently, Scott sent out a newsletter to our clients. In it, he shared, "Many entrepreneurs work within a vacuum, often wearing many hats and spreading themselves too thin. When you leverage your network, you are tapping into collective wisdom that would otherwise take you years to acquire on your own. The result is you'll be more quickly equipped to solve complex challenges unique to your situation."

What are the secrets to networking?

There are no secrets, but you must network to increase net worth

I don't know about you, but when I hear the phrase build your network, all I can think of is the dreaded practice of NETWORKING! Here's the catch, establishing, solidifying, and growing your network does not come naturally nor easily to most of us, including me.

Yet, what I learned over time is that building your network is not about going to events and forcing your way into awkward small talk conversations. It is about finding ways to make genuine connections.

Connections with other people are your greatest asset when done with the right intention. Finding the right people to collaborate with along the way is just as crucial as finding the best investment property.

Why is networking important?

Networking is a critical step to increasing your wealth

Let's examine that question, shall we?

You can't succeed alone. Trust me, I tried. My success came from my expertise, actions, and hard work for much of my career. However, my success stalled over time, and my stress levels increased. I had to do some solemn self-examination to get to the root of this dilemma.

Do you know what I found? As much as I thought I was Wonder Woman and could do it all, I was WRONG. If I genuinely desired massive success, I needed other people to help me. When I realized this truth, it forced me to look beyond myself.

Use these questions to establish and plan your network:

If so, it's time to let go and let others help you achieve more productivity.

How can networking translate to an increase in net worth?

Your network is your biggest asset and a way to add value

Others have what you need and need what you have. It helps to remember that building a network is not a slimy or needy one-way connection. Your relationship creates value if there are advantages for both of you.

It is essential to be clear and confident about what you need and what you can give. For instance, if you are a natural connector who enjoys introducing people to one another, find people who need a connector in their network.

On the other hand, many connectors are not good with the details. So, the best person to look to add to your network is one who can help with more information AND needs a connector. Success does not simply come from creating value; it comes from finding people who want to work together using their God-given talents and abilities.

How do I choose the right people to work with me?

Work with allies who share your vision

The right network brings you joy. In her book, "Joy at Work," Marie Kondo says: "Build a network full of people you enjoy spending time with and helping, who care about your development and success. Believe that you can have a more fulfilling life and contribute more to the lives of others when you're comfortable. Then say goodbye with gratitude to any relationship you no longer need and nurture those that you decide to keep."

I frequently find people with large networks but feel no joy or energy from having them. When they are honest with themselves, they discover that their networks drain them. Perhaps, that's because they created a network with a misguided intention of only taking or only giving instead of the common practice of giving and receiving.

When you focus on building your network as a collective, providing others what they need and receiving what you need, and finding people who bring you joy in collaborating, your net worth will increase.

What are the key takeaways?

Networking helps increase net worth

Remember these critical things about networking because it:

Ready to begin networking in our community of people just like you? Join our Royal Academy Discord Server. This platform provides a space for fellow real estate investors and entrepreneurs to share, learn, and collaborate with each other and our staff.

Sole Proprietorships: What Business Owners Should Watch Out For

Creating a sole proprietorship is simple. Filing taxes for a self-owned small business is pretty easy as well.

But it also means your business is in YOUR name.

That might be fine today. It might be fine tomorrow. But down the line?

Take real estate investors, for example. If a renter sues you, all of your personal assets are at risk. Your bank account, car, and home are all on the line if you lose a lawsuit.

The wealthiest real estate investors in America know better than to use a sole proprietorship because it simply doesn’t offer the level of protection they desire. Other corporate structures are safer. Other corporate structures give them advanced asset protection—and they're just as inexpensive and easy.

Here are some things you should watch out for when you’re thinking about forming a sole proprietorship for your real estate business (or any other small business).

A Sole Proprietorship Puts Your Personal Assets at Risk

A sole proprietorship isn’t really an incorporation; whoever makes money through it pays income tax on that money themselves—and that’s that. You might have to file some paperwork, but that’s just so the state can keep tabs on what you’re up to. It's simple. You might want to form a husband-and-wife business as a sole proprietor or partnership, for example.

So what’s the legal implication of operating your real estate business this way?

To answer that, let’s review how income should flow:

The key words in the above bullet points are “separate entity.” When you form an LLC or business trust, you separate the business (your rental property) from you (your car, your home, your savings). In the grand scheme of things, it seems like an incredibly small distinction. In the legal world, it’s incredibly important.

When you’re a sole proprietor, you’re the only entity. You’re taking full responsibility for everything that occurs at your rental properties while keeping in mind that there are certain disasters that are simply outside of your control.

When you’re a business owner, the business takes the brunt of the liability. After all, that’s why it’s called a “limited liability” company.

There isn’t anything wrong with this form of incorporation, they just aren’t as safe as other options.

What Can You Do Instead of Forming a Sole Proprietorship?

What options are available if you decide to go a different route? What are the best asset protection structures? And are they affordable?

One of the best ways to protect your assets is with the Series LLC, the Delaware Statutory Trust for real estate investors in California, and a traditional LLC network for investors in states without the Series LLC.

Using these structures to organize your business allows you to protect it from lawsuits by separating your personal assets from your business assets. That means, in the event of a lawsuit, the assets at stake are the property itself, not everything you own. If you’re found liable for some sort of issue at any of your rental properties, the worst thing that can happen is the loss of that specific rental property.

Finally, it isn’t even that costly. In many states, it only costs a few hundred dollars to open an LLC, and even less to maintain it year-to-year. Compared to other forms of asset protection, it’s very inexpensive.

sole proprietorship umbrellaCouldn’t an Umbrella Insurance Policy Do the Same Thing?

Instead of going through all of the trouble of setting up separate LLCs for each of your rental properties, why not just purchase an umbrella insurance policy?

There’s nothing inherently wrong with an umbrella insurance policy, but you should understand that, if you’re found liable for an issue at your rental property, as soon as you make a claim, an agent is assigned to find a way to deny coverage. After all, that’s how real estate insurance companies make money and stay profitable: by collecting more money on premiums than they hand out for claims. If you’re denied coverage, everything is at stake. There isn’t a safety net.

Again, that doesn’t mean an asset protection insurance policy is a bad idea—you should always be protected against events like floods and fires, but some methods offer more protection than others.

Want to make sure your real estate investing business is protected? Start with our investor quiz and we'll help you find ways to protect your assets.

A Sole Proprietorship Doesn’t Protect Your Anonymity; Series LLCs Can

Furthermore, LLCs offer a degree of anonymity that dissuades potential lawsuits. If the potential plaintiff’s lawyers can’t find the name of the person who is supposedly at fault for whatever occurred at their property, they can’t find a way to file a lawsuit against that person. When you’re a sole proprietor, your ownership of real estate is public record. It’s easily accessible to anyone with a computer and an internet connection.

When you use LLCs to organize your real estate assets, the names of those LLCs can be whatever you like, making it much harder (and in some cases, nearly impossible) for lawyers to track down the owner of the property.

That means proprietorships don’t protect your anonymity while LLCs and other forms of incorporation do.

Conclusion: Sole Proprietorships Come At A Cost

Doing business as a sole proprietor is easy. In fact, it’s so easy that as soon as you sign the dotted line on your first rental property, you’re a sole proprietor whether you know it or not.

However, there are better ways to protect your assets. If you’re found liable for an issue at your property, everything from your primary residence to your children’s college funds is on the line in.

If you lose, you could lose everything. It’s better to structure your companies in a way that makes this scenario impossible. You can do this by forming a Series LLC or whatever is appropriate in your state, and we highlight some of the advantages of doing this above, including asset protection, low costs, and anonymity.

Interested in learning more? Check out our related articles:

Is an LLC Structure Important for Real Estate Agents?

One of the first decisions you have to make as a small business owner (and yes, a real estate agent is a small business owner!) is how to structure your new venture. 

A business structure dictates how you operate, the tax guidelines you have to follow, and what kind of legal protection you have if problems arise; therefore, it is vital that you choose the right type of structure for your business.

When you start your own real estate investment company as a real estate agent, it is doubly important that you protect your assets with the right business structure. Due to the nature of the business, it is essential that you are protected from potential consequences of litigation. Dig deeper into why an LLC structure for real estate agents is important and how Royal Legal Solutions can set you up for success.

Is an LLC Structure Important for Real Estate Agents?

What is an LLC?

A Limited Liability Company (LLC) is a type of business structure that protects its owners from losing personal assets if the company is sued. An LLC also offers tax advantages that differ from a Sole Proprietorship or more complex corporations.

As a business structure, LLCs are typically used by small business owners who want to limit their personal liability. This includes Realtors/real estate agents.

Is a Real Estate Agent Considered a Small Business Owner?

Real estate agents who also invest in real estate are considered small business owners. According to the IRS, real estate agents are treated as self-employed and considered a small business owner if they:

If you work for yourself and file a 1099, you are considered a self-employed independent contractor in the eyes of the IRS.

Is an LLC Structure Important for Real Estate Agents?What is the Best Business Structure for a Real Estate Agent?

The short version? The best business structure for real estate agents who own a real estate investment business is an LLC.

An LLC structure for real estate agents provides several benefits to real estate agent investors over other business structures. Among them:

Benefit #1: It Protects Assets

Protecting your personal assets is one of the biggest benefits of structuring your business as an LLC. If you are sued, your brokerage insurance may not cover the damages. If you operate as a sole proprietor, every single asset you own can be liquidated in a lawsuit.

When you structure as an LLC, however, your personal assets are protected. You would simply liquidate the LLC and start a new company. This is why an LLC is so important for real estate investors. 

Benefit #2: It Saves Taxes

As an independent contractor, you are subject to the self-employment tax for independent contractors. The good news is that when you form an LLC and work with a knowledgeable legal real estate firm, you can choose to have your LLC taxed as a different type of entity.

An LLC is a legal designation rather than a tax designation; therefore, you can still be taxed as an S Corporation. S Corporations are not subject to the self-employment tax, which covers medicare and social security, that independent contractors have to pay, which benefits you.

Benefit #3: Self-Directed Retirement Accounts

When you structure as an LLC, you can use your LLC to start a Solo 401(k). With this account, you can buy tax-free investments, become a hard money lender and earn a high-interest rate on the money you loan. You can also loan money back to your LLC if needed. 

Benefit #4: Professionalism

An LLC operates as the face of your business. When you're talking with clients about potential investment properties, speaking on behalf of a business organization rather than your personal name goes a long way. This lends a sense of professionalism and trust to those you work with in the real estate investment industry. 

Work With a Legal Real Estate Team

As a real estate agent, you might not have considered the need for a corporate structure. But did you know 80% of real estate investors will be sued in their lifetime?

Are you prepared?

Don't let a frivolous lawsuit destroy your future. The correct LLC structure covers you in case your broker's insurance decides to leave you hanging. The right structure might be the difference between losing it all or just losing your LLC.

In the video below, Scott Smith, founder of Royal Legal Solutions, explains the best structure for real estate agents to pay fewer taxes through multiple tax strategies and shield themselves from litigation when deals go south.

 

When you work with a legal real estate team like Royal Legal Solutions, you set yourself up for success. You’ll learn how to maintain your LLC corporate structure to avoid losing your business. You'll benefit from our team’s expertise on asset protection structures that will protect your personal assets and build a wall of defense if a lawsuit happens.

Additionally, Royal Legal Solutions can help you work around the single-member LLC self-employment tax so your income is considered passive and you retain the financial benefits. 

Is an LLC Structure Important for Real Estate Agents?Protect Your Assets With Royal Legal Solutions

If you are a real estate agent who owns your own real estate investing company, ensure that you are protected from personal liability. Work with Royal Legal Solutions to structure your business as an LLC to avoid personal liability and gain the tax benefits of operating as a Limited Liability Company.

Want to make sure your real estate investing business is protected? Start with our investor quiz, and we'll help you find ways to protect your assets.

 

 

 

 

Realtor photo by Kindel Media from Pexels

When It Comes to Taxes, Is Managing Rental Properties a Business or an Investment?

Whether you are the landlord of a single-family rental or you own a share in a large apartment building, it’s essential to know how to classify this activity at tax time. 

Are you an investor or a business owner?

In this article, we’ll examine the distinction between the two and how qualifying as a business owner can save you money in deductions.

Rentals that qualify as a business

Your rental activity qualifies as a business under the law if you can prove your rentals are “for-profit” and that you work at this business “regularly and continuously.”  

Landlords can hire managers and contractors to do most of the work on their property, but they still must be engaged in running the rentals, according to the law. Also, if a rental unit is vacant, it doesn’t preclude you from qualifying as a business owner -- as long as you are marketing the space for rent.

Here are other factors the IRS uses to determine if your rental activity is a business:

Here are some other ways you can prove you are operating a business with your rental property:

The ‘three of five years’ test

If, as a landlord, you have earned a profit in three of the past five years, the IRS sees you as a business. If you cannot meet this requirement, you must pass the “behavior” test.

The behavior test

You can operate rentals at a loss every year and still qualify as a business owner if you meet the behavior test criteria. Here are the factors an IRS auditor will use in this case:

In order to pass the behavior test, you need to maintain excellent records, including a time log of all your real estate activities. You can establish your expertise through references, blogs, speeches, and podcasts.

Rentals that do not qualify as a business

Landlords often do not qualify as business owners when they do one or more of the following:

What you gain as a business owner versus an investor

For tax purposes, it’s always better for your rental activity to be a business rather than an investment. As a real estate business owner, you can deduct the following:

Landlords who meet the criteria of being business owners may qualify for the pass-through income tax deduction of up to 20% of their net rental income from 2018 through 2025.

This deduction—which is also called the Safe Harbor Rule—is part of the Tax Cuts and Jobs Act (TCJA), the tax reform package that became law in 2018. The deduction will end on January 1, 2026, unless Congress votes to extend it.

Use of the safe harbor rule is optional. To qualify for this deduction, a landlord must:

Landlords who use their rental property as their residence for more than 14 days during the year are not eligible for the Safe Harbor Rule. This requirement means that most short-term rental hosts may not apply for the deduction.

Finally, we cannot emphasize enough the importance of record-keeping as a landlord. Accurate, well-organized records will help you manage your rental property, prepare your financial statements, keep track of your expenses, prepare your tax returns, and support the items you report on your tax returns.

Keep more of your money with a Royal Tax Review

Find out about the tax savings strategies that you can implement as a real estate investor or entrepreneur by taking our Tax Discovery quiz. We'll use this information to prepare to have a productive conversation. At the end of the quiz, you'll have an opportunity to schedule your consultation.    TAKE THE TAX DISCOVERY QUIZ

How Limited Partnerships Protect Canadians Investing in the United States

Are you a Canadian real estate investor looking to buy property in the United States?

Canadians investing in the United States don’t usually think about the ugly prospect of litigation. But it's something you should take into account.

“The U.S. is a very litigious country,” says Scott Smith, lead attorney at Royal Legal Solutions. “That’s why you need proper asset protection in place.”

You can’t depend on insurance companies to cover you, either. You need asset protection structures to protect your holdings. For Canadian investors, that’s usually a Limited Partnership

While American investors are generally better off holding their real estate assets in a Series LLC or other LLC structure, the Canadian real estate investor has a different legal obstacle course to navigate.

So how does a Limited Partnership benefit Canadian real estate investors with assets in the United States? For one thing, it means you’ll only lose one asset at most if you are ever sued—and hopefully none at all. Let’s take a closer look.

How Limited Partnerships Protect Canadians Investing in the United StatesParts of a Limited Partnership

A Limited Partnership is formed and filed at the state level (like an LLC). It must contain four parts to be legally binding: 

The General Partner is typically a traditional LLC or shell company filed in the state where the Limited Partnership will be conducting business.

The Partnership Agreement must be drafted to isolate all of the operations to the General Partner while allocating all of the profits to the Limited Partner(s). You (the investor) are the Limited Partner

Accurate execution is vital to ensure that liability attaches to the General Partner/LLC, while all of your actual assets and profits are protected. Get help from a qualified attorney to make sure you’re protected! Overlooking minor details in a Partnership Agreement or during the purchase, sale, or transfer of property can result in costly and time-consuming errors.

Asset Protection Benefits of the Limited Partnership

Limited Partnerships offer liability protections similar to the LLC, but without the costs. On the U.S. side they are treated just like an LLC for asset protection and for financing purposes. Some of the internal paperwork is different, but that’s it.

Under Canadian law, the Limited Partnership is treated as if it is just you (the individual) purchasing the property. 

“When you establish a domestic (U.S. based) Limited Partnership structure in the state where you’re going to buy the assets, then purchase the assets, they will be held inside of that Limited Partnership structure,” Scott says.

This gives you a structure to purchase your property through in a way that protects your American-based assets and minimizes your tax responsibilities.

“The goal of my firm is always to put our clients in a position that makes it look like they own nothing on paper," Scott explains.

That's why the best asset protection strategies make Canadian real estate investors unattractive targets for litigious lawyers.

“And if you are sued, you lose little to nothing because of the protection and the structures are there to minimize damage.”

Tax Benefits of the Limited Partnership

You need to know how the U.S. and Canadian governments will tax your business. Canada’s income taxes can be high, but the Limited Partnership agreement helps you manage real estate profits in a tax-friendly manner. 

Limited Partnership income can be “passed through” and reported on your personal income tax return. While the LLC qualifies for pass-through treatment in the American tax system, Canadian laws treat the LLC differently. Corporate taxes apply to LLCs in Canada! As a result, the taxes are often too high for most investors to justify when a Limited Partnership can accomplish similar goals.

Scott helps Canadian investors and their families with wealth-building strategies that include asset protection and tax savings. These strategies may include using a business structure that has a separate entity status for Canadian taxation (C Corp, S Corp, LLC, etc). 

Remember: In Canada, an American LLC alone would be taxed as a foreign corporation. 

“So if you use LLC, C Corps, S Corps etc, Canada actually makes you pay a corporate tax,” Scott explains. “This is true even if it’s just you as a solo individual. That’s one way the Canadian tax law is different.”

How To Get Started

You’re a first-time Canadian investor in the U.S. Where do you start?

We’ve found that our friends in Canada want one source to help them on every step along the way. A lot of investors want to work with turnkey providers. They want coaching, preferred vendors, and connections to people who can help with their U.S. investments. A coach will help you clarify your situation. Goals and tactics from books and websites are great, but you need to know something beyond “I want to invest in apartment complexes.”

Royal Legal gives you access to a network of other investors and to turnkey professionals, including tax and accounting specialists who understand Canadian investing issues. You’ll have a team that can break down the numbers you need to hit to reach financial freedom. When you partner with Royal Legal Solutions, you will have some of the industry’s finest attorneys and CPAs on your personal real estate dream team.

Start with our investor quiz and we’ll help you get started. Royal Legal Solutions has years of experience creating Limited Partnerships. We stay current on state laws regarding these matters. We maintain relationships with CPAs licensed to practice in both the United States and Canada.

As investors ourselves, we take pride in setting you up for investment success. There is no good reason to take unnecessary risks with your hard-earned assets. 

 

 

 

 

 

 

 

 

 

 

Image by PublicDomainPictures from Pixabay

Asset Protection Structures For Canadians Investing In U.S. Real Estate

There’s another Gold Rush happening in the United States real estate market, and Canadian investors are getting in on the action.

Joe Biden’s $1.9 trillion coronavirus relief package in March (which followed relief packages going back to the start of the pandemic) gave Americans a bit of relief, and many of them put the extra money directly into savings.

“There's an opportunity like never before in real estate, and it's all artificially created because of the stimulus,” says Scott Smith, head attorney at Royal Legal Solutions. “Savings rates are higher than they've ever been, so once the coronavirus scare is over and people are back to work and businesses are working again, people are going to be less afraid. They're going to spend, which means that we should expect a rapid influx of money over the course of about a year.”

So how do Canadian investors take advantage of this real estate Gold Rush?  How do you start acquiring the right assets AND make sure that you’re protected so you don’t lose them in a lawsuit?

Scott recently discussed these issues with Canadian real estate investing coach David Dubeau and Lauren A. Cohen, a cross-border strategist experienced in both law and real estate who founded e-Council Global. Before you go, check out our article based on her Eight Steps to Successful Real Estate Investment Across Borders. You may also be interested in How Limited Partnerships Protect Canadians Investing in the United States.

Set Up Your Investing Structure The Right Way

There's a lot of opportunity awaiting Canadian investors in the U.S. real estate market. But before you can take advantage, you need to understand that it’s a different game in the U.S. You'll need to establish the proper legal framework to do business safely and profitably.

“I've heard of different nightmare scenarios where Canadian investors bought properties in the States and they weren't set up properly,” Lauren says. “And they either got double taxed or they got sued. They lost a ton of money.”

“As you might know, the United States is a very litigious country,” Scott adds. “We have unlimited liability here, which means that a single lawsuit can go after as much money as they want.”

Insurance is a component of asset protection, but proper corporate entity structuring is an often-overlooked aspect as well.

“Entity structuring is important because you can’t simply hope that the insurance company pays out. We know that insurance companies are profit-seeking corporations and that we can't rely on them to do the right thing, especially when claims get very expensive. That's why we use asset protection tools—to cap our losses,” Scott says. “Even in the worst case scenario we know we're going to be okay.”

Total Asset Protection requires anonymity - man in hoodie

Anonymity is your friend.

How Anonymity Protects You

“The goal of my firm is always to put our clients in a position that makes it look like they own nothing on paper," Scott explains. "People that don't look like they own anything don't get sued."

That's why the best asset protection strategies make Canadian real estate investors unattractive targets for litigious lawyers.

“And if you are sued, you lose little to nothing because of the protection and the structures are there to minimize damage.”

How The Structure Works

So … What are we looking for when we're building an asset protection structure?

You aren’t going to rely on an LLC, because LLCs in Canada are taxed at a corporate tax rate. Instead, you’ll use an entity called a Limited Partnership . The Limited Partnership offers unique asset protection benefits to Canadian real estate investors with assets in the United States. It protects your American-based assets while minimizing your tax responsibilities.

You can own this Limited Partnership (and all the assets underneath it) anonymously. Remember: People who look like they don't own anything don't get sued, so that’s your first line of defense.

Adding Land Trusts To Your Strategy

The next part of a secure asset protection structure is the “secret sauce” for Canadian investors, because it will help you acquire assets with the best financing you can get.

A Land Trust will let you own the property anonymously. It also allows us to avoid something called the due on sale clause.

“This means you can actually buy the asset with the absolute best financing and then you can transfer it into the Land Trust and you don't have to worry about the bank having a problem with you transferring the asset because a Land Trust will avoid the due on sale clause of your mortgage.”

This is a huge cost saving measure for Canadian investors.

Holding the property underneath the Land Trust gives you access to better financing rates. Because the property is actually owned by (for example) “123 Main Street Trust” (according to the deed records), no one can get more information about that trust because everything about that trust relates back to a law firm an attorney—and all that information is protected by attorney-client privilege.

What if they sue the property anyway? What if grandma got hurt on the stairs and they're blaming you? They sue the Land Trust. And the liability there is blocked by the Limited Partnership.

"This means they're not able to to go after you personally," Scott explains. "Any of your personal assets or other assets are protected. The only thing that they'd be able to go after is just the one asset held in the Land Trust because the limited partnership structure is what caps it and stops it from being able to go after anything else.

In a Limited Partnership structure you (the Canadian investor) are the limited partner. The partnership also has a general partner—this will be an LLC or a C Corporation. 

“Inside of a limited partnership, only the general partner is liable for actions taken—not the limited partners. That means that all of the income and all of the benefits flow to you as a limited partner. You don't have to pay any of the extra tax, but you get all of the protection of the limited partnership. If there's any liability, it’s going to be held by the LLC or C Corp—which don’t own anything.

There are worst-case scenarios they can attack an entity, but the only thing they're going to be able to attack here is an entity that doesn't own any assets.

What About Taxes?

The LLC is a great investment vehicle in the United States because it qualifies for pass-through treatment in the American tax system. However, Canadian laws treat the LLC differently. Corporate taxes apply to LLCs in Canada. As a result, the taxes are often too high for most investors to justify …. Unless they have a Limited Partnership.

Income taxes within Canada can be high, but the Limited Partnership agreement allows investors to gain liability protections while managing these profits in a tax-friendly manner. Of course, to reap these benefits, the LP must be properly constructed.

The Limited Partnership is a flow-through entity, so all income is taxed at the individual level. Income is also subject to U.S. federal income tax at the top marginal tax rate (currently 37%).

You will also be subject to Canadian taxation. However, thanks to the income tax treaty between the two countries, the U.S. tax paid counts as a foreign tax credit in Canada. This means the combined U.S. and Canadian tax on income on your real estate business would be 53.53% for (for example) an Ontario resident, since that is the top marginal tax rate in that province.

At Royal Legal, we hate corporate tax rates. The cool thing about Limited Partnerships is that they provide the exact same protections that an LLC does, but you don't get hit with corporate tax rates. All of the money flows from the investment property, to the Limited Partnership, then to you. The money never touches the LLC or C Corp.

“So for tax purposes all of the money is treated as a disregarded entity or a pass-through entity; the money never touches an LLC but all of the liability will rest inside of the LLC or C Corp.

For more information, see our article How Are Canadians Taxed If They Invest Or Do Business in The United States.

How Are Canadians Taxed If They Invest Or Do Business in The United States?Buying and Financing Real Estate

You may acquire assets directly in the name of the Limited Partnership. However, some of Scott’s Canadian clients can get better financing rates if they acquire the asset inside of their personal name first.

“That's not a problem either,” Scott says. “You can just acquire that asset inside of your personal name, then create the Land Trust. Next, you’ll create a warranty deed to transfer the asset it into the Land Trust so then it's now held by the Limited Partnership.”

No matter what type of financing or what type of asset you’re working with, you're going to be able to find the way to hold that asset anonymously, in a way that's protected. You're also going to be able to always be able to take advantage of the best possible financing and have the best possible tax advantages.

Frequently Asked Questions

How will My Assets Be Protected if I partner with other Canadian investors to buy Property In the States?

You will designate all the investors taking part inside of your Limited Partnership documents. Is there one person or multiple people? Each of them should probably have independent advice as well just to make sure that their structures are set up properly.

If it's just a few people (your friends and family, for example), you're typically never going to have a problem.

If there's any type of fund arrangement, you may need to consult a U.S.-based securities/SEC attorney.

How do Canadians avoid double taxation?

“The best way to make sure that you're not double taxed is to be very clear about where your residence is,” Lauren says. 

Treaty Investor (E-2) visas are for citizens of countries with which the United States maintains treaties of commerce. The visa gives you, the private investor, the flexibility to invest across the border without moving.

“If you do have an E-2 visa you need to keep track of exactly where you are at any given time. I will not work with anybody that does not get cross-border tax guidance—no matter what country they're from. Whether you're immigrating or not you need that cross-border tax guidance.”

There's a lot of people licensed in Canada to help people with U.S. immigration or U.S. investing. But you still need a U.S. contact. 

“I have colleagues on my team that are licensed in the U.S. and Canada, so they're tax experts on both sides of the border,” Lauren says. “To me that's the best way to go because it's seamless.”

At the end of the day, the Limited Partnership structure is the ideal structure to avoid and minimize your taxes. 

Is the LP/Land Trust taxed by the CRA as foreign income?

“The CRA will tax the entity," Laura says. "That's why the structure is so important because if you set it up this way your tax liability is going to be minimized. But this is definitely a question for your tax advisor."

What about owning multiple properties? Should investors repeat the structure for each property?

“Typically what we want to do is hold no more than $500,000 in equity in any one Limited Partnership structure,” Scott advises. “If we're underneath that threshold (assuming all these assets are inside of the same state), then what we'll do is we'll just create additional Land Trusts and hold additional properties underneath the additional Land Trusts.”

If an investor faces a lawsuit against one asset inside of one Limited Partnership, the litigant can target all of the assets held there. This is why we cap the amount of equity at $500,000. 

“If you're risk averse, you can lower this $500,000 threshold and hold fewer properties in the LP. Or if you're buying multiple assets in different states, you do one Limited Partnership per state”

What does the Limited Partnership structure cost? Along with the LLCs, they can cost between $4,500 to $12,000. On the Canadian side of things you have to consider the taxes as a primary concern because the taxes will always outweigh the costs of additional structuring.canadian investor - patriotic usa image

Does Limited Partnership mean passive or active investing?

Limited Partnerships are a type of entity structure that allow you to own active investments (flipping for example). It can also allow passive investments (for example, single family homes that you’re leasing out and typically holding those for more than a year).

A limited partner in a Limited Partnership is a passive member; the general partner is the active component of the partnership. The “active” component in U.S. litigation is the one that bears all the liability.

Canadian investors need an active business to qualify for a visa. So when you’re investing in U.S. real estate, you have to figure out how to turn what's otherwise looked at as a passive investment into an active business. Each individual business needs to be actively involved and needs boots on the ground.

You need to be at least 50 percent owner in the company. You could create an investment company that could invest in different assets. But you have to show that you have boots on the ground, even if all you're really doing is acting as an equity partner. 

Does The Limited Partnership/LLC Structure Work For Every State?

Yes! Remember, it’s the tax implications on the Canadian side we’re worried about here. Again, the taxes will always outweigh the costs of additional structuring.

“If you end up becoming a U.S. resident then we can modify accordingly,” Lauren explains. But remember, getting a non-immigrant visa (which is one of the most common ways that Canadians access the U.S. market) does not require you to live in the U.S. You won’t necessarily become a U.S. taxpayer.

“But you have that flexibility to get a U.S. Social Security number, open a U.S. bank account, and build U.S. credit so there's a lot of advantages to getting this visa and as you're building your net worth and your portfolio in the U.S. it's it's it could be really advantageous.”

What is actually sold when you sell a property? The actual property or an entity? 

You're almost always selling the asset out of your entity because your entity actually has other things that are valuable in it. The entity will have the bank account and the credit history—things you'll want to retain even when you dispose a property. On the U.S. side of things, that allows you to be able to get access to business lines of credit after a year to two years.

Unless there's a good tax reason to sell the entity, you're almost always going to sell the asset and hold on to your entity.

Do I Need an American tax I.D. to invest in the States?

No.

Is this legal?

You might be thinking this is too good to be true, and that’s exactly what you should feel when looking at advanced strategies. 

“You're always going to think that when you're working with high-level professionals who are blowing your mind about what is actually possible and what best practices look like,” Scott says.

“This is all on the up-and-up. These are the best practices that we do for liability and tax protection at Royal Legal Solutions, and we've been doing it for over five years for over 2,000 investors.”

Conclusion

Royal Legal Solutions is on a mission to help people find financial freedom. Take our investor quiz and see how we can help you achieve your goals in U.S. real estate or wherever your path takes you. As investors ourselves, we take pride in setting you up for investment success. There is no good reason to take unnecessary risks with your hard-earned assets. 

 

What are the Benefits of Creating an LLC for Each Rental Property I Own?

Should you hold all of your properties in your own name, put all of your properties under a single LLC, or create separate LLCs for each rental property?

Are there any other ways to set up your company structure?

When it comes to asset protection, there’s really no question: there are benefits of creating an LLC for each rental property you own. If you ever face issues with litigation, your entire portfolio is no longer at stake.

If you’re found liable for some property issue and all of your holdings are under your name, your life savings are potentially on the line. There’s no reason to stay up at night worrying about your kid’s college fund because you’re not sure about one of the basement stairs in your rental. Asset protection insurance doesn’t cover everything, but if you’re smart about the way you set up your structure, you can mitigate the chances of potential lawsuits.

If you’re interested in protecting your rental properties from litigation (and if you have a significant investment in those properties, or even just a positive net worth, you should be), the question isn’t whether or not you should create an LLC, but how many LLCs you should create.

In this article, we’ll go over the benefits of creating an LLC for your rentals, how many rental properties an LLC can legally have, and—of course—whether or not you should create multiple LLCs for each rental property.

What are the Benefits of Creating an LLC for Each Rental Property I Own?The Benefits of Creating an LLC for Rental Property

In short, it’s all about asset protection.

The benefits of creating an LLC for your properties are essentially the opposite of the drawbacks of keeping it all in your name. Disasters happen, and insurance policies don’t always cover the full scope of those disasters. If a tenant makes a claim that your insurance doesn’t cover and you’re found liable for any damages, you could lose your life savings.

If you create an LLC for your rental, the only thing at stake is your equity in that rental—which, if you’re using a significant amount of leverage—might not even be that much money. On the flip side, if you’re personally sued, your LLCs are separate. They won’t be affected by the lawsuit.

Furthermore, LLCs allow you to preserve your anonymity. This is especially important if you’re investing in out-of-state properties and hiring a professional management company. You don’t want to be contacted in the event that things go south. When the transaction appears on the auditor card, instead of your full legal name showing up, you could use a fictitious name or copy the property address and add an “LLC” at the end. 

Here are some of the benefits of creating LLCs, in a condensed format:

The only reason you wouldn’t create an LLC for rental properties is if you either 1) want to save a small amount of money now at the risk of losing your entire portfolio later; or if you 2) don’t understand the process. At Royal Legal Solutions, we specialize in asset protection, and we can help you find the best solution for your needs, particularly if you’re looking to protect your single-family home investments.

When Should You Have Multiple LLCs vs Just One?

If one LLC is good, why not have multiple?

If you have only one rental, you can set up a secondary LLC in addition to your primary in what’s called a “two-company structure.” This allows for even more protection. The secondary LLC will carry out the day-to-day operations of managing the rental, much like a property management company, while the primary will act as a holding company. That way, the operating (secondary) LLC holds most of the responsibility. If you get sued, it’s likely that the secondary LLC will be the one at stake—and it doesn’t have any of the equity.

Furthermore, if you own more than one rental, you can either keep repeating the above process, incorporating each rental property separately, or set up a series LLC. One of the issues with multiple LLCs is the annual costs of maintenance. A series LLC essentially just adds separate secondary LLCs for each rental property.

Are There Other Options for Asset Protection?

Another option for asset protection could be individual trusts. These operate in a similar fashion to LLCs, but there are different benefits and drawbacks. For more information, check out our article, “Should Rental Property Be in an LLC or Trust?”

A trust might offer just as much protection as an LLC, and it can even help you cut back on estate taxes, but it might require more time and resources than setting up separate LLCs. Feel free to contact us to see if it’s an appropriate solution for your asset protection needs.

What are the Benefits of Creating an LLC for Each Rental Property I Own?Conclusion: What are the Benefits of Creating an LLC for Each Rental Property I Own?

When it comes to creating LLCs for rental property, the objective is clear: asset protection.

If all of your rental properties are in your name and you’re found liable for damages, all of those rentals, as well as your personal assets, are on the line. Asset protection insurance doesn’t cover everything (and there’s a limit to how much each policy covers). Instead, setting up multiple LLCs offers an alternative effective insurance policy against litigation.

You can do this by creating multiple LLCs or by creating a Series LLC. Additionally, if you find it appropriate to your situation, you could put each rental property in its own trust.

There are lots of ways to bulletproof your rental property investments and protect your anonymity, and we’re here to help.  

Articles of Incorporation Vs. Operating Agreement: What's The Difference?

When you're starting a business, you have to think about the boring stuff.

There are legal decisions to make. There are forms to complete. Although the paperwork can seem overwhelming, these documents are essential to keeping your operation running smoothly.

One of the common questions new small business owners have concerns articles of information vs. operating agreements. What’s the difference?

Articles of incorporation and operating agreements both outline the structure of a business and define its ownership. But each of these documents serves a unique purpose, and small business owners and real estate investors often mix them up or think they are the same thing.

To help you understand which document you need for your business—or if you need both—we'll examine the characteristics of each one, including their similarities and their differences. Don't be bored ... Getting this right on the first try will increase your chance of success down the road.

articles of incorporation vs operating agreement cat

Bored? Don't be. A profitable business is exciting!

What are articles of incorporation?

Articles of incorporation (also called a corporate charter or a certificate of incorporation) is a set of legal documents that establishes a corporation in the eyes of the state. These documents, which are typically filed with the secretary of state, give the business owner asset protection by separating personal assets from the business assets.

The information included in your articles of incorporation can vary according to the nature of your business and your state's requirements. However, these documents generally include the following elements:

If you are filing for incorporation as an LLC, you are not legally required to have articles of incorporation. However, if your business is an S or C corporation, you must file these documents with your state.

articles of incorporation vs operating agreement bored womanWhat is an operating agreement?

An operating agreement is a legal document that establishes internal operating procedures and defines the business relationship between the members (owners) of a limited liability company (LLC). All LLCs with two or more members should have an operating agreement to protect the business' LLC status, clarify verbal agreements in writing, and legally protect the agreement in the eyes of your state.

An LLC operating agreement should include the following elements:

Although not all states require Series LLC operating agreements, legal experts recommend having a written agreement (or bylaws) that outlines your business operations. In addition to helping your business run more smoothly, some financial institutions will require corporate bylaws before you can open an account or get a loan.

articles of incorporation vs operating agreement bored gifHow do articles of incorporation and operating agreements differ?

One way to look at the difference between these two legal documents is that articles of incorporation define a business as a corporation with the state, while an operating agreement defines how the business owners relate to each other. Therefore, the first one is a public document, while the second is more for internal use.

Another difference is operating agreements are often less formal than articles of incorporation and therefore are usually easier to update and adjust as the organization changes and grows.

How are articles of incorporation and operating agreements similar?

Articles of incorporation and operating agreements both outline your business structure and share some similar features. Both documents contain basic business information, such as its name, purpose, management structure, and how it will operate.

Another thing the documents have in common is that they both can contribute to the successful operation of a small business. 

articles of incorporation vs operating agreement bored man smallHow do you write articles of incorporation or an operating agreement?

Both articles of incorporation and operating agreements require wording that is specific to your business, your state's requirements, and your type of operation. Vague or general verbiage can create problems down the road.

For example, here are some problems to guard against in your legal documents:

An experienced legal professional can answer questions and provide help with operating agreements or articles of incorporation. The bottom line is that while these documents can be a headache to prepare when you are launching your new business, you will be glad later that you took the time to do them right.

 

 

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Image by Sandy Müller from Pixabay

Foreign Registration for Real Estate Investors

If your company was formed in one state and does business in another, you may need foreign registration.

Go West … Or North, or South, or East …

But complete a Foreign Registration before doing business.

Foreign Registration, also called out-of-state registration, is the process required for a company formed under the laws of one state to do business in another state.

For example: if you and your company are set up in New York, but want to do business in Texas, you may be required to complete foreign registration.

Although the actual requirements vary from state to state, they typically apply to any and all business entities, including S Corps, LLCs, and even trusts!

WHAT ARE SOME OF THE REQUIREMENTS FOR FOREIGN REGISTRATION IN TEXAS?

In Texas, the requirements for Foreign Registration are pretty straightforward. For example, the name your company operates under must:

CHOOSE ROYAL LEGAL SOLUTIONS FOR FOREIGN REGISTRATION

WHAT IF THE NAME DOESN’T MEET THE REQUIREMENTS?
The good news is, even if you were unable to meet these requirements, you’d still have some wiggle room.

One option might be to register your entity under a fictitious name, kind of like a legal pen name, or “nom de plume.” Although it might surprise you to learn this tactic is 100% legal, Texas’ Secretary of State actually advises this course of action.

Since there are serious penalties for not registering, you really want to have your Foreign Registration completed before conducting business in a new state. If you don’t, you could be slapped with late filing fees, which can be very costly if your out-of-state registration isn’t set up correctly.

YOU ARE NOT ALONE!
There are other nuances, which of course vary by state law. Don’t go it alone!

For more information on how we can help you with your foreign or out-of-state registration, contact Royal Legal Solutions today. We’ll evaluate your situation and help you make the best choice for your business.

WHY USE ROYAL LEGAL SOLUTIONS FOR A REAL ESTATE INVESTMENT ASSET PROTECTION?

We have experience in setting up the proper asset protection and making it easy for an investor to use. Our system simplifies management structure as much as possible, and we also use common sense to ensure your needs are met. For example, just one tip we give our clients is that you don’t need multiple bank accounts as long as you have accurate accounting records. For taxation, they should stay exactly how they are now while being reported on a Schedule E of your personal return (if you’re an individual/married partners) or a partnership return (if unmarried partners).

Certificate of Good Standing

Also known as a certificate of existence or a certificate of authorization, a Certificate of Good Standing is a vital document for any business. Without one, you’re going to have a tough time.

There’s a framework of regulations aimed at ensuring companies meet certain minimum standards before transacting business. For the most part, business owners and real estate investors agree on the need for a system that helps distinguish legitimate enterprises from unknown entities.

Essentially, the Certificate of Good Standing means you’re legally cleared to do business in your state.

What is meant by Good Standing?
A Certificate of Good Standing—also known as a Certificate of Existence or a Certificate of Authorization— shows that your business has paid its taxes, has fully complied with various regulations in the state where your entity was formed, and has filed an annual report.

This vital document is essential to just about any business because it means you’re legally cleared to do business in your state. Keep in mind, laws vary from state to state regarding the types of businesses that must register. If you’re unsure about your specific situation, check with your state’s business filing agency.

When would I need a Certificate of Good Standing?
There are many specific occasions where you will need to produce a Certificate of Good Standing. These can include if you choose to expand your business into another state (or even country), or if you are bringing a new investor or partner on board.

Obtaining it in advance will help you avoid last-minute scrambles, since you may also be asked to provide a copy when setting up contracts with suppliers, bidding on government contracts, and registering to do business in another state.

Who would require a Certificate of Good Standing?
Having a Certificate of Good Standing is necessary when opening a business checking account, applying for a loan, raising capital, or raising funds from investors. Many more lenders will require them if you need to apply for any type of financing.

Obtaining it in advance will help you avoid last-minute scrambles, since you may also be asked to provide a copy when setting up contracts with suppliers, bidding on government contracts, and registering to do business in another state.

AN OUNCE OF PREVENTION IS WORTH A POUND OF CURE

Regardless of your situation, it’s just sound business practice to have a copy of your Certificate of Good Standing for your own records. You’ll probably need it to operate anyway, and you’ll want to be able to produce it easily. Royal Legal Solutions can help you meet the requirements for and obtain your Certificate today.

WHY USE ROYAL LEGAL SOLUTIONS FOR A REAL ESTATE INVESTMENT ASSET PROTECTION?

We have experience in setting up the proper asset protection and making it easy for an investor to use. Our system simplifies management structure as much as possible, and we also use common sense to ensure your needs are met. For example, just one tip we give our clients is that you don’t need multiple bank accounts as long as you have accurate accounting records. For taxation, they should stay exactly how they are now while being reported on a Schedule E of your personal return (if you’re an individual/married partners) or a partnership return (if unmarried partners).

Assignment of Interest for Real Estate Investors

If you own an LLC or Series LLC, chances are that you may need to handle an Assignment of Interest.

There are a wide variety of situations where assigning all or part of the interest of a company can benefit the business as a whole. How this process looks is governed by state law as well as the Articles of Organization for your particular LLC. Some common reasons you may need an Assignment of Interest include the below scenarios.

Lending Negotiations

Sometimes members of an LLC will use their shares of the company as collateral for a loan. This is a fairly common practice in the real estate industry. Members may assign all or merely a portion of their interest in this situation.

Debt Resolution

Forming companies and purchasing properties is expensive. Occasionally, members of an LLC may assign a portion of their interest in a company until their profits have satisfied a personal debt.

Personal Reasons

There is a wide range of reasons you may choose to assign your interest in your company to a trusted partner or family member. Marriage, death, or other major life events can raise this issue.

Royal Legal Solutions Can Assist You With Many Assignment Of Interest Needs

If your Assignment of Interest is part of a greater issue with forming or managing your Traditional LLC or Series LLC, Royal Legal Solutions can assist you. We have years of experience forming these companies and managing the necessary paperwork. We also offer free educational resources on the best practices for corporate management, taxes, and asset protection. Our belief that informed clients are the best kind of clients drives us to offer regularly updated, accurate free materials to help you get the most out of your professional LLC. Forming your LLC with Royal Legal Solutions can simplify the process of assigning interest, as we will be the ones to draft your Articles of Organization. If you know this will be a concern for you, be certain that you advise the professional you work with of your situation when forming your LLC.

What Exactly Is An Assignment Of Interest?

An Assignment of Interest is the legal means for transferring the ownership of an LLC or other Company is from one entity to another. Typically, there are additional complications regarding under what conditions and what approvals are necessary in order to enforce the assignment. These conditions and approvals are located in the Subscription or Operating Agreement of the investment.

Why You Should Choose Royal Legal Solutions For Your Assignment Of Interest

BEWARE OF “FREE” ONLINE TEMPLATES

One mistake that some investors fall for is attempting to draft their own contracts or pulling them from free online services.

Perhaps you have seen that you can get certain templates for legal documents, including Assignments of Interest, from Legalzoom or another website. Any attorney will caution you against using these for your business. Ultimately, these “free” documents can cost you a great deal of money in the end.

Anyone can write something and give it away on the internet. So that document may have been penned by an attorney who makes $1500 an hour, or it may have been a school exercise for a student who does not speak English as a first language.

Frankly, it is impossible to know the source of such documents and they should be regarded with suspicion. Only an attorney with experience in the real estate field can tell you whether such a document would hold up under legal scrutiny. In fact, we have been called after clients of ours have made this mistake. Trying to correct errors in legal documents after the fact is infinitely more difficult, time-consuming, and costly to the client than hiring a professional to handle the document in the first place.

It is well worth the investment to ensure that your Assignment of Interest and other legal documents are properly drafted by professionals.

Our Experienced Legal Professionals Advocate For You

When you get your Assignment of Interest from Royal Legal Solutions, you do not have to live with these anxieties. You can rest assured that your document does exactly what it needs to do, and will protect your best interests.

We know you take your real estate business seriously, that you have invested a great deal of your hard-earned money into growing your investments. Royal Legal Solutions specializes in customizing the necessary legal documents and seamlessly obtaining the approvals to transfer the ownership interests for your LLC. If any of these steps are done incorrectly, the transfer will be invalid.

The good news is that we are here so that you do not have to take this unnecessary risk. Simply tell us what you need. Let us worry about how to get it done, while you do what you do best: run your real estate business.

Why We Assist Real Estate LLC Owners With Assignment Of Interest

Whatever your reasons are for needing an Assignment of Interest, Royal Legal Solutions can assist you. We can also help with other operational or legal aspects of your corporate structure if you have additional questions or needs regarding your Traditional LLC or Series LLC.

Having an actual real estate attorney draft your LLC’s documents can make the difference between whether they will hold up in court if you ever come under attack. Smart investors don’t have to take this risk. With Royal Legal Solutions by your side, you can feel secure in the fact that your business documents are legally compliant and accomplish exactly what you need them to.

Why Use Royal Legal Solutions For A Real Estate Investment Asset Protection?

We have experience in setting up the proper asset protection and making it easy for an investor to use. Our system simplifies management structure as much as possible, and we also use common sense to ensure your needs are met. For example, just one tip we give our clients is that you don’t need multiple bank accounts as long as you have accurate accounting records. For taxation, they should stay exactly how they are now while being reported on a Schedule E of your personal return (if you’re an individual/married partners) or a partnership return (if unmarried partners).

Filing for Incorporation: What To Know About Making Your Business Legit

Most serious real estate investors eventually consider filing for incorporation to make their business legit. While the process can be complicated, it’s well worth the effort to protect your assets through incorporation.

Before we dive into the nitty-gritty of starting a corporation, it’s important to keep in mind that incorporation is only one option for making your business "official" in the eyes of Uncle Sam and the IRS. Depending on the circumstances, you might find that it’s preferable to form an LLC or Series LLC to protect your assets.

I recommend consulting with my team or another attorney specializing in real estate investing to make sure you choose the most advantageous option for your situation. Check out our article on Series LLC Rules to find out more on that front.

What Does It Mean To Incorporate Your Company?

When you incorporate your business, you form a corporation, which is a legal entity that is separate from its owner. Corporations are taxed independently from their owners and can be held legally liable for corporate actions. A corporation’s profit is separate and distinct from its owners’ income.

Corporations are created by state statute, which means that each state has its own requirements and regulations by which corporations must abide.

The owners of corporations are usually referred to as “shareholders,” and there is no maximum number of shareholders that a corporation can have. In most states, shareholders can be individuals, LLCs, other corporations, and foreign entities. Most states also permit an individual to form a single-shareholder corporation.

How Much Does It Cost To Start A Corporation?

To start a corporation, you will usually have to cover four different types of costs. These fees include a filing fee paid to the Secretary of State, a first-year franchise tax prepayment, governmental filings fees, and attorney fees.

Depending on the state of incorporation, Secretary of State filing fees can be a flat fee, determined by the number of shares authorized or a combination of both. Secretary of State offices typically charge between $100 to $250 for filing fees.

Franchise taxes are required by some states to be paid for the privilege of doing business as a corporation in that state. Franchise fees usually range from $800 to $1,000, but some states do not require this tax to be paid.

What Documents Are Needed For Incorporation?

To incorporate your business, you’ll need to file a few different types of documents.

Articles of Incorporation

Articles of incorporation are the legal document that creates a new corporation. To start your corporation, you’ll need to file articles of incorporation with the appropriate entity in your state. In many states, you’ll file with the Secretary of State, but this can vary.

The required information for your articles of incorporation to include can differ between states, but most states require at least the following info:

Every state will charge a filing fee, which generally ranges from $100 to $500. Once the state entity processes the articles of incorporation, they will send you a certified copy that confirms that your corporation has been approved to do business in the state.

Articles of incorporation are only required if you are forming a corporation. If you decide to go with an LLC, you’ll need to file a similar document called articles of organization.

Corporate Bylaws

Corporations must also establish corporate bylaws, which determine how the company’s shareholders, officers, and directors will divide authority and management in the business. The bylaws will also outline how the day-to-day functioning of the corporation will operate.

People often confuse articles of incorporation and bylaws, but they serve entirely different functions. While the articles of incorporation establish the corporation’s foundation, bylaws are much more detailed and explain how the corporation will be run.

Tax Election Form

For many businesses, it may be advantageous to be taxed as an S-Corporation instead of a C-Corporation, as income from a C-Corp is taxed twice. Because corporations are separate taxable entities, your business will have to pay taxes on its profits, and then you’ll have to pay personal income taxes on the money you make from your business.

An S-Corporation, on the other hand, is what is known as a “pass-through” entity. Because S-Corps don’t have to pay their own taxes, all of your business profits are passed through to your personal income.

The default tax election for all new corporations is a C-Corp. This means if you do nothing, you’ll be taxed as a C-Corp. In order to be taxed like an S-Corp, you will need to file Form 2553, Election by a Small Business Corporation, with the IRS.

Can I Incorporate Without A Lawyer?

While it is possible to incorporate without a lawyer, it is not recommended. An experienced attorney can guide you through the decision-making process and ensure you pick the legal structure that best suits your business. A lawyer can also help you hide ownership of a company to maintain your anonymity.

You don't have to call us to get this done—but please call someone who knows the law.

How to Get an Employer Identification Number (EIN) for a Foreign Entity

If you’re interested in any of the following, you’ll need an an Employer Identification Number (EIN), also known as a Federal Tax Identification Number:

The Internal Revenue Service issues IENs for corporations and partnerships to properly track their business activities for taxation and general monitoring. Here’s a full list of different types of businesses that are required to have an employer identification number.

Even if you’re a sole proprietorship, you still might want to get an EIN to protect your identity. You don’t want to go around handing out your social security number all the time, after all.

But what if you aren’t based in the US? Can you still get an EIN? If so, how do you get an EIN for a foreign entity?

Let's start with a basic question:

ein foreign entity

What is a foreign entity?

Before your business can operate in a state other than your home state, your corporation, LLC or other entity must qualify to “transact business” in that state, and is considered a foreign entity.

In general terms, any business entity not incorporated in your home state is considered a “foreign entity." A Series LLC in California is a "foreign entity" in Texas. For the purposes of this article, however, we're talking about an actual overseas business entity—not a business based in another state.

Previously established out-of-state businesses have typically already registered for an EIN from the IRS, so that California SLLC won't need a new EIN to transact business in Texas.

How to Apply for an EIN for a Foreign Entity

Quick and easy answer: review the information below, fill out the SS-4, and then call the international EIN helpline for the IRS at 267-941-1099 (which is not toll free).

To get an EIN as a foreign entity, you need to fill out Form SS-4, aptly titled, “Application for Employer Identification Number.” (The IRS’s internet EIN application is their “preferred method” for applying for most entities looking for an EIN, so if you stumbled upon this page and you’re not a foreign entity, start there). With that said, however, for international applicants, the IRS recommends calling the following non-toll-free number: 267-941-1099.

To do so, you’ll need the following information, at a minimum:

If you’re filling out the form online, make sure to follow the instructions very carefully to make sure the process is as smooth as possible.

Tips to Make Sure Your EIN is Approved

You’re only eligible to apply for an EIN online if you meet certain criteria:

If you don’t meet those criteria, call the number at 267-941-1099.

Why Do You Want to Apply for An EIN Even If You Don’t Have To?

Why might you want to apply for an EIN even if you’re, let’s say, a sole proprietorship?

There are a few reasons, and we touched on some of them in the intro, but we’d like to go over them for good measure here—as well as add some more:

An EIN allows you to file business taxes and avoid tax penalties.

There are certain tax breaks that are only available for businesses. Take, for example, the PPP loans as part of the pandemic. Many of them were even forgiven, so they were essentially grants for certain businesses.

An EIN can protect your Social Security Number.

Occasionally you might have to fill out forms for your business. If you have an EIN, you no longer have to use your more sensitive personal information to fill out those forms.

An EIN opens up a variety of business accounting options.

With a foreign EIN, business loans and business savings accounts are options for you to consider.

An EIN speeds up pretty much everything related to running a business.

With an EIN, you can more easily do everything you need to run a business, and if you’re a foreign entrepreneur, it lends you that much more credibility to US businesses and workers.

The Takeaway

A foreign entity EIN can have benefits, as we've seen. In order to get an Employer Identification Number for a Foreign Entity, you should look over Form SS-4 from the IRS, prepare all of the information you’ll need, and then call 267-941-1099. If you fill out the application online, your business needs to be located in the US or any US territories.

Which Type of Business Entity Needs an Employer Identification Number (EIN)?

Businesses pay taxes. It is a truth as old as time. However, how a business entity pays taxes vary. For many, the Internal Revenue Service (IRS) requires them to file for an employer identification number (EIN).

The EIN, also referred to as a taxpayer identification number (TIN), is a unique number assigned by the IRS that allows it to monitor any payments, wages, or other financial transactions that occur through your daily business activities.

Furthermore, if you plan to open a business bank account, an EIN will help you establish one that is independent of your own personal account. 

Does a general partnership need an EIN? What about an LLC taxed as a corporation? To find whether or not your business entity requires an EIN, keep reading.

does a general partnership need an ein Business Entities that Do Require an EIN

Business Entities that Do Not Require an EIN

Business Taxes

The nuances of the tax world can be confusing and hard to understand. If you run a business and would like to discuss taxes with a professional, call Royal Legal Solutions today to set up a consultation. Our professionals have years of experience helping clients make the most of their business while remaining in compliance with all laws and regulations.

 

Interested in learning more? Read How to Get an Employer Identification Number (EIN) for a Foreign Entity and When Does a Sole Proprietor Need an EIN?

Should Rental Property Be in an LLC or Trust?

Should rental property be in an LLC or trust? Unfortunately, the answer is not as straightforward as you might think.

Whether you’re planning your will or setting up a company to manage your growing real estate portfolio, you need to know exactly what type of entity you should use to shield your properties from legal trouble. If you make the wrong decision, you could potentially expose your holdings to unnecessary risk, costing you hundreds of thousands of dollars down the road (or, at the very least, giving you a big headache).

So, first, let’s start with a basic definition of "LLC" and "Trust" as they apply to real estate investing. 

(If you just want the pros and cons of each option, feel free to scroll down to the bottom of this article).

Why Use an LLC to Hold Your Rental Properties?

An LLC is a limited liability company

It’s one of the most popular legal entities that a person can set up to operate their business. You don’t need any employees or a board of directors, and you can use it to separate your business assets from your personal finances. That way, if you ever find yourself on the losing side of a lawsuit, the only assets you’ll be forced to give up are those assets held within the LLC (in this case, your rental properties).

If someone sues you and wins, they can’t take away your personally-owned assets (like your car, primary residence, and your kid’s college fund).

Sounds like a pretty sweet deal, right? You could theoretically make some risky moves with the assets you put under an LLC and then dissolve that LLC in case you get into any trouble. The only risk is the asset, right?

Well, not so fast. There are some instances when your personal assets might be at risk, and you definitely shouldn’t start an LLC for the sole purpose of doing something nefarious. 

When Does an LLC Fail to Protect Your Personal Assets from Lawsuits?

There are a few instances when, if you use an LLC to hold your rental properties, you’d be putting both your rental properties and personal belongings at risk. Those instances include:

Furthermore, an LLC can create a kind of avalanche effect. As soon as one property is attacked under an LLC that holds multiple rental properties, your entire portfolio can take a hit.

Why Use a Trust to Hold Your Rental Properties?

You’ve probably heard about trusts as they relate to estate planning. By putting certain assets in a trust, you can guarantee exactly how and when they’re distributed. This way you can avoid a solid chunk of estate taxes, since the assets in a trust aren’t considered your personal property, or even protect your assets from heirs that are likely to mismanage them.

One solution is putting all of your properties under separate trusts. There are a few different types of trusts: revocable, irrevocable, pay-on-death (POD), and living trusts. For our purposes, we’re just going to focus on revocable and irrevocable trusts.

What are the Benefits to Using a Trust Versus an LLC?

What are the benefits to putting your rental properties in a trust rather than an LLC?

Should You Put Rental Property in an LLC or Trust?

So, to review, what are the pros and cons of each option?

Putting Rental Property in an LLC Pros

Putting Rental Property in an LLC Cons

Putting Rental Property in a Trust Pros

Putting Rental Property in a Trust Cons

 

How To Start A Shell Company

Why risk exposing yourself (and your assets)?

A shell company can streamline your real estate investments while minimizing this exposure.

Your shell company is your face to the world, it’s the one that we want people to come after if there’s ever a lawsuit. Think of it as a legal decoy. It shouldn't offer products or services, hire employees, or generate revenue.

Most investors find the Traditional LLC works just fine for a shell company to perform real estate functions like collecting rent, paying property management, etc. But you’ll also need an asset-holding company for your properties. We recommend the Series LLC if you’ve got more than one property—it's a cost-effective, scalable way to compartmentalize your assets. 

When it comes time to set up your asset protection plan, always think: assets on one hand; complete anonymity, separation and operations on the other. The Series LLC is your asset-holding company; your shell company handles operations.

Why Start A Shell Company?

Shell companies are used by large public corporations and everyday mom-and-pop investors. Beyond compartmentalizing assets to help fend off potential lawsuits, shell companies serve a number of other purposes. These include:

Shell companies can give real estate investors access to different kinds of financing and can provide access to jurisdictions with friendlier tax rules. They may also help with a few other niche paperwork challenges. Those kinds of shell companies are sometimes referred to as “mailbox companies” or “letter-box corporations."

One of the biggest advantages of shell companies is that they can be made to be anonymous. It all comes down to knowing how to hide ownership of a company.

You can mask ownership of a shell company by hiring a nominee director to file the paperwork under their own name. This is a simple and highly recommended step if your goal is privacy. You will maintain actual ownership of the company, but their name will appear on all company records.

If you want to take anonymity one step further, you can have the shell company registered as a subsidiary of another shell company. The repeated layering of shell companies can become a hassle, but it will certainly provide greater anonymity and protection.

What You Need To Start A Shell Company

How To Start A Shell Company: seashells on beach

Going offshore to start your own shell company isn’t as hard as you may think. You will typically need to provide:

There may be additional items required in your shell company’s jurisdiction.

Shell companies can typically be registered online or by mail, or sometimes by phone. You will have to pay the necessary fees, which normally range from a few hundred to a few thousand dollars.

You may need someone to guide you through the process. Registered agents can help. They will file all the paperwork and send all the fees on behalf of your new company.

You will need to submit personal information to register your shell company. The registered agent and beneficial owner are the parties whose identity must be submitted.

Where To Start A Shell Company

There are many locations where you can set up your shell company. But some jurisdictions make it far easier than others. Some of the most popular locations are:

Your choice of location may come with its own company naming restrictions. Make sure your company name is in line with local requirements. Note: public records in the Cayman Islands do not even reveal the names of a shell company’s registered agent.

Compliance and Ethical Considerations

There’s nothing inherently illegal about owning a shell company. There are also several great reasons to start one, as we’ve covered.

But shell companies have certainly been used for illegal activities, such as:

If you’re unsure whether a shell company is the right choice for you, it makes sense to talk to a lawyer. A lawyer can help you go over your options and ensure every step is completed in compliance with the law. That way you can quickly and safely have your exact needs met.

 

Do I Need A Registered Agent In Every State?

Real estate investors who use an LLC for business operations may wonder if they need a registered agent in every state where they have properties or transact business.

Sometimes, entrepreneurs choose a state other than their residence for forming an LLC, and different jurisdictions may have different rules about registered agents. Here is what the law says about registered agents and options you should know about.

best states for llc Where Do You Need A Registered Agent?

The state laws are clear on where you should have a registered agent:

Registered Agent In Your Home State

Those who form an LLC in their home state and invest only in local properties will need to have a registered agent only in the home state.  In this situation, many real estate investors consider becoming their own registered agents, saving the annual service fees.

While becoming your own registered agent in your home state might seem a no-brainer,  there are still things to consider. First, the registered agent must physically reside in the state of business formation. Secondly, the registered agent should be able to accept service of legal papers during regular business hours.

He or she is also responsible for all legal and tax filings. Last but not the least, the registered agent should disclose his or her address in all company documents, which may raise privacy concerns. Meanwhile, there are other options for a registered agent in your home state, as we'll see.

Registered Agents Where You Are Doing Business

Whether you have a traditional LLC with properties across several states or a Series LLC, you need to have a registered agent in every state where your company is doing business. Although it may sound clear at first sight, the tricky part of this requirement is what is considered as "doing business" in the state.

For example, the Texas Business Organizations Code doesn't provide any clarification of the meaning of "transacting business." Thus entrepreneurs and lawyers are left with a non-exhaustive list of what is not considered a business transaction.  The confusion is similar in other states.

Meanwhile, those real estate investors who buy properties in other states and then flip them are considered as "doing business" in these states.  Remember, you are required to have an LLC registered agent in each such state.

Registered Agents For Out-of-State LLCs

Some investors register their LLCs in business-friendly states such as Delaware, Nevada, Wyoming or Texas even if they reside in other states.

To do this, you'll need a registered agent at the place of LLC registration—you cannot even file the initial paperwork for your LLC without it.  You should also have a registered agent in all other states where you conduct business.

What Happens If You Fail To Appoint A Registered Agent?

As you already know, there is no way to skip appointing a registered agent when forming an LLC.  However, when buying or selling local properties in other states, you may be tempted to delay or totally skip appointing a registered agent in the state where you are now doing business.

This could lead to legal expenses, loss of limited liability protection, and even criminal charges. In Texas, a failure to appoint or maintain a registered agent (and registered office) may result in the closure of the business along with other liabilities.

The best solution is to have a registered agent immediately before your company initiates any business transaction in any state.

Registered Agent Services

As was already mentioned, you can be your own registered agent in your home state if you are comfortable with tax and legal filings, if you are ready to disclose your address to the public in company documents, and if you can receive legal papers during business hours (even when on vacation or sick).

If the above doesn't sound like a good fit, another option would be to hire a company offering registered agent services for a small fee, ranging from $45 to $75 per year. These companies offer a standard set of services, and many of them are present in multiple states.

Another alternative would be to hire a law firm offering registered agent services. A professional lawyer would not only act as your registered agent but will be able to assist with other aspects of company formation and compliance.

The Takeaway?

Now you know that not having a registered agent in the state where you do business can lead to high penalties and injunctions and even criminal prosecution.

There are numerous companies offering the services of professional registration agents for a small annual fee. It is even better to involve a professional attorney as your registered agent—he or she can assist with whatever legal issues may arise and ensure compliance across the board.

Maintain Your LLC Corporate Structure to Avoid Lawsuits

Why file an LLC and manage a company if it's going to get invalidated? Can't a good litigation attorney just "pierce the corporate veil" of an LLC?

That advice is just wrong. LLCs are incredibly hard to pierce—if they are maintained correctly. The problem is that most business owners fail to do the things that are necessary to maintain the adequate corporate structure.

So what are the things that you need to keep in mind about how to structure real estate investment company?

First, you must maintain records and accounting of your company. How much money is coming in? What is the money that's being spent? You need to run everything through a bank account for your company to maintain the appearance of being a legitimate, separate entity from yourself.

You can not treat the money of the company as it were your own piggy bank. This means if you ever need to take money out, you must keep an accounting of it as a dividend from the company.

If you fail to follow these steps, a corporation can get pierced. If the corporation is pierced it provides no protection.

However, if you are diligent in maintaining adequate records of the company you will be protected.

What is a Partnership Return?

The LLC or Series LLC has the easiest tax returns for a single member. It's a "pass through entity," which means all of the income from the company can be reported on your personal income tax return.

You don't have to pay thousands of dollars to a CPA to file a business return. Great news!

This is also true for your spouse filing jointly. This can make tax preparation a lot easier.

Some states have specific tax rules regarding multi-member LLCs. For example, if you and a partner have an LLC, you may need to file a partnership return. This is a separate return for the business itself. You need a good CPA who knows about real estate investing to help you make sure you're doing it right.

Also note: In some cases, an LLC can be taxed as a corporation. In some cases, it makes sense to have your LLC taxed as an S Corps.

Keep more of your money with a Royal Tax Review

Find out about the tax savings strategies that you can implement as a real estate investor or entrepreneur by taking our Tax Discovery quiz. We'll use this information to prepare to have a productive conversation. At the end of the quiz, you'll have an opportunity to schedule your consultation.    TAKE THE TAX DISCOVERY QUIZ

How Assumed Names Disguise Your Ownership (And Help Make You Lawsuit-Proof)

Your business may operate under an Assumed Name (also called a fictitious name, trade name, or doing business as (DBA). An Assumed Name is simply any name other than your or your business's legal name.

Value of a DBA/Assumed Name

An "Assumed Name" can help you avoid potential legal pitfalls by giving you a "Doing Business As" name that is different from your company’s official name or personal legal name. It also allows you to have a business bank account even if you're a sole proprietor.

In Texas, we refer to DBA registration as filing an Assumed Name Certificate. Any type of entity structure can file an Assumed Name, whether you are operating as a sole proprietor, a partnership, a corporation, or an LLC.

Assumed Names & D.B.A.: How Business Owners Disguise Company OwnershipPublic Interest in Disclosure

Public interest in disclosure is the legal principle that a court should have access to relevant information, and that an opposing party (a litigant) should have access to all relevant information to make their case.

Legally speaking, your DBA is the public disclosure associated with the identity of the true party in interest (you) and the location where the party may be served with process (if suit is filed). Public interest in disclosure was created from the belief that is in the public interest to be able to ascertain whom to sue and where exactly the service of process can be performed.

What This Means If You Are Sued

What if your real estate business is taken to court? The potential plaintiffs will be able to benefit from your DBA filing requirements. Each and every day suits are filed against Assumed-Name defendants.

An attorney is probably going to be able to dismiss a suit that is filed against the Assumed Name (usually associated with a corporation or LLC that has a liability barrier). To have a better chance of winning the suit, the plaintiff should refile the case against the true party behind the DBA.

Note: It is not mandatory for a legal entity to have its business headquarters where you conduct business. In fact, requesting an out-of-county service of process gives your legal opponents additional delay and expense. However, this is when many plaintiffs will certainly give up.

What Laws Apply To Assumed Names?

An individual or company may possess as many DBAs as they desire, at the state or county level. A period of ten years can be covered with a single filing. A filing of a particular form may be used to terminate or abandon a DBA.

You should verity the county clerk's website within the county where you have your main headquarters or where you perform your services. Texans can visit the Secretary of State website and fill Form 503 for a state-level filing.

You are required to mention the counties where an Assumed Name will be used in this form. You need to check the box for “All” in case the entity will potentially use its Assumed Name in all counties in Texas.

A notarized DBA filing for people, companies and others is required by the Texas Business and Commerce Code chapter 71. You are required to state the psychical address (location) of your business. In case the county where the company has its main headquarter is different from the proposed county of business, you must file a DBA in both counties.

Let's imagine that you have a California LLC and wish to conduct business under an Assumed Name in Miami. Should you file an Assumed Name certificate in both counties? The answer is YES. Both the domestic and foreign entities within the scope of your business are included in the statute.

State vs. County Filing of DBAs

After you have formed an LLC, you need to get a DBA. However, where should the filing be performed, at the county clerk's office or with the Secretary of State?

The DBA needs to be filed as at both levels, according to the Business and Commerce Code:

"The corporation, limited partnership, limited liability partnership, limited liability Company, or foreign filing entity shall file the certificate in the office of the Secretary of State and in the office or offices of each county clerk as specified by Subsection (b) or (c)."

Even though filing with the Secretary of State is usually neglected by smaller entities who often file just in their local county, you need to consider that the statute says “and” when referring to state and county filings.

The county clerk needs to discover if a proposed DBA is available at the county level. The main thing to consider is that your proposed name should be different from another entity's filed Assumed Name that operates in that county. It is not mandatory to ascertain if a particular name is available, considering the fact that the DBA filing is essentially a notice filing. Simply file Form 503.

There are 254 counties in Texas. Is it important to file in the county where you live when you are obtaining a county-level Assumed Name for daily usage and banking purposes? The answer is no.

You can file for a DBA from El Paso County and the bank will still accept it, regardless if your are operating in Houston.

You should also consider the fact that there is no central data base connecting the Assumed Name records of Texas's 254 counties. You might want to get your company's DBA far from its true base of operations and in a county whose DBA database hasn't entered the online world yet, if asset protection/anonymity is your goal.

What About A Series LLC Doing Business through One of Its Series

Series are viewed as sub-companies, so an individual series has the power to sue and be sued; to contract; and to hold title to real and personal property, according to Business Organizations Code section 101.605.

However, the series has to function or hold title under its own name to fulfill these functions at the series level. This in turn demands that the series obtain an Assumed Name Certificate.

Are there any causes for this situation? Yes there are! First of all, technically speaking, the series is not an independent legal entity. And since it is running under an Assumed Name, is should possess a DBA on file. Additionally, the DBA filing should be conducted both at the state and county levels.

The name of the entity conducting business as an individual series will contain the basic Assumed Name for a Series LLC. As an example: “ABC LLC conducting business as ABD LLC-Series A.” Section 71.103 requires an Assumed Name filing both at the office of the Secretary of State and the county where Series A does business.

What’s The Difference Between An S Corporation & A C Corporation?

If you’re trying to set up a business to hold your real estate investments, all the jargon and legal mumbo jumbo can be confusing. For instance, the internet is probably telling you to decide if you want your business to be an “S” corporation” or a “C” corporation,” but you don’t even know the difference between an S Corp and a C Corp. So how are you supposed to decide?

Don’t worry—I’ve got your back. Think of this article as your starter guide to deciding how your business should be structured and taxed.

Before you can choose between an S Corp and a C Corp, you need to understand the basics of how businesses are classified. 

There are two different levels of classification:

First, you’ll need to choose the type of legal structure you want your business to have (corporation vs. LLC), and then you’ll select how you want to be taxed (S Corp vs. C Corp).

difference between s corp and c corp girl walking down pathFirst Level of Business Classification — Legal Structure

State laws will control the process of forming a corporation or LLC. When you start a business, you’ll need to decide if you want to be a corporation or an LLC, which controls your business’s legal structure and has nothing to do with how it will be taxed.

Corporation

A corporation is a business entity that is legally considered to be entirely separate from its owners. Real estate corporations can be held liable for corporate actions and earn profits that are considered the business’s income and not the owners. 

Generally, corporations are:

Limited Liability Company

Like corporations, a Limited Liability Company (LLC) is also a separate legal entity from its owners. However, real estate LLCs provide more flexibility in management options and fewer record-keeping requirements.

LLCs are:

Side note: If you’re starting your business to hold multiple real estate investments, you may want to consider forming a series LLC, which allows you to hold your investments in separate “series” within the same LLC for maximum asset protection and convenience.

Should Your Business Be An LLC Or A Corporation? 

Whether an LLC or corporation is a better structure for your business depends on various factors, including your goals for your business and your desired management structure. You should consult with an experienced business attorney when deciding which type of entity is best suited to your ambitions.

Second Level of Business Classification — Tax Status

Once you’ve decided on a legal structure for your business, you’ll also have to choose how you want to be taxed: S corp or C Corp? Both corporations and LLCs have the opportunity to choose between the two tax statuses.

C Corporation

The IRS acknowledges C Corps as distinct taxpaying entities. This means that if you go with a C Corp, your business’ profits will be taxed like "personal income" of the corporation. You’ll have to file a tax return for the company each year. Any portion of the profits distributed to the owners will be taxed again as their personal income.

S Corporation

S Corps are what is known as “pass-through” entities. This means that S Corps themselves don’t pay taxes. Instead, the company’s profits (or losses) are passed through to its owners for tax purposes. 

Each owner will include their portion of the company's profits and losses on their personal tax returns and pay taxes based on their individual tax bracket. Additionally, S Corp distributions are not subject to Social Security taxes as long as you’re paying yourself a reasonable salary. Because of the advantages offered by S Corp taxes, many real estate investors elect this tax status for their businesses.

Default Tax Statuses

The IRS will assign a default tax status to your corporation or LLC if you don’t tell them that you want them to do something different. What your default tax status is depends on the type of entity you formed and how many owners there are. 

Default Tax Status For Corporations

When you form a corporation, the IRS will automatically consider you to be a C Corp.

Default Tax Status For LLCs 

When it comes to taxes, there’s no such thing as an LLC. By default, single-member LLCs will be treated as sole proprietorships, and LLCs with two members or more will be treated as partnerships. The LLC will be viewed as a "disregarded entity" and will not be taxed.

How To Change Your Default Tax Status

If you form a corporation and decide you’d prefer to be taxed as an S Corp than a C Corp, you can file Form 2553 with the IRS to change your corporation’s tax status. Similarly, LLCs can file Form 8832 and choose to be taxed like an S Corp or C Corp.

S Corp Versus C Corp

So, you can elect to be taxed as either an S or C corporation. Why would you choose one over the other? 

In short: If you are going to bleed your company dry, an S Corp may be better. If you are building a business and need to leave funds with the company to grow the business, a C Corp may be better. However, you should always talk to your tax advisor and your attorney to figure out which is best for your particular circumstances and goals..

When An S Corporation Is Better

An S corporation works really well when you’re taking all the money out because there’s only one tax level—at the shareholder level. That means the owner is the only one that’s taxed—the company is not taxed. This is the best option if you’re going to take all the money out of the business. 

When A C Corporation Is Better

There are also many advantages to going the C corp route, including a 21% corporate tax rate. In a state like Texas or Wyoming or Nevada (where there aren’t corporate taxes), you’re getting a 21% flat rate on all the money you leave in the company. The more you can keep in a C corp, the better off you will be because of the 21% tax rate.

In a C Corp, the corporation is taxed, and then, when money is distributed, it’s taxed again at the shareholder level. If you’re taking money out of the company, it probably should be as salary, because otherwise, you’re going to be double taxed.

What’s Next?

After you decide how to tax your business (S Corporation or a C Corporation), you need to pay yourself a reasonable salary. You’re going to want a bookkeeper. 

You’re an independent contractor employed by your business now, but you’ll have to correctly handle the withholdings. This includes filing the payroll tax reports. An experienced lawyer can help you get through this process and make sure you set everything up properly. 

 

Interested in learning more? Check out our articles Using Your S Corp: Payroll Taxes and Using Your C Corporation’s Tax Brackets To Reduce Your Tax Burden.

Control Without Ownership: The Smart Way Real Estate Investors Own Property

If you are in a position to invest in real estate, congratulations! Your hard work, saving and diligent money management will pay off. 

Now's not the time to ignore asset protection. This means structuring your business in such a way to ensure the maximum legal protections. Let's make sure your hard-earned money is kept as safe as possible. 

Owning properties makes you a target for lawsuits. However, properly structuring the way you own properties makes lawsuits against your assets not worth anyone's time. Reliable asset protection kills lawsuits before they can begin. It makes legal actions against you so complicated and bound up in red tape that any would-be litigant will quickly run out of money and motivation to come after you in court. Instead of a pot of gold at the end of your rainbow, they'll find nothing but headaches and legal fees.

Whether you are new to investing in real estate or simply looking to restructure your existing investment portfolio,  this article is intended to introduce you to a fundamental concept of asset protection: control without ownership.

control without ownership - three ballsThree Ways To Achieve Control Without Ownership

You might think that being rich means owning lots of assets. The truly wealthy don't on squat. Being rich really means controlling assets instead. So it follows that the underlying principle behind intelligent investing means transferring ownership of your investments to a legal entity, which in turn is controlled by you.

If you are looking to create such a legal entity, here are three options to consider: land trusts, an LLC, or a shell corporation

1. Land Trusts

Anonymous and easy to create, a land trust is one of the most effective legal entities to transfer your property to. Now you may be thinking, “why do I need to be anonymous?” The simple answer is that anonymity is a necessary layer of protection against lawsuits—if people don’t know what you own then they won’t bother suing you!

Setting up an anonymous trust can be extra powerful as an investment strategy if combined with an LLC. Listing your trust as a member in the LLC, you establish two levels of separation from yourself and the assets you control.

2. Limited Liability Companies

The beauty of LLCs is that you are protected from the liabilities of ownership. The LLC itself is protected from any personal liability you face or judgements against you. Thanks to this in-built protection, LLCs should be part of every asset protection strategy. For protecting several properties, you can set up a Series LLC so each asset is separate from you and one another. While it can be complex to set up, with a competent lawyer, you should have no problems transferring your investments to an LLC controlled by you.

3. Shell Corporations

The idea behind a shell company is to have a vehicle for business negotiations and management that is separate from your asset-holding legal entities and yourself personally. An LLC can be a great choice for your shell corporation.

What About Equity Stripping?

While shell corporations, LLCs, and trusts are ways of hiding your ownership, equity stripping is a legal way to make your investments seem less valuable than they are. Essentially, equity stripping is when you saddle your asset with harmless debts, liens, and any other tool that lowers the perceived value of the equity in the asset. It is a common method of protecting assets and works as a way of changing perceptions to avoid being a target of lawsuits.

Things To Remember About Control Without Ownership

There's no need to run off and try to implement all of these strategies at once—that would be a complicated asset protection approach that would be overkill for most investors. First of all, make sure to get competent and trustworthy legal advice before considering any of these options. And secondly, you need to consider all potential downsides. These downsides include the costs and tax consequences of these "control without ownership" strategies.

If you engage in equity stripping, for example, taxes can be minimized with the help of a knowledgeable CPA. But you should tread lightly; taking on debt, is just that—debt, which generally is a negative thing. Extreme care must be taken so that it your approach is completely above board—otherwise you risk exposing your assets (or worse).

Don’t Take Half-Measures

You don't have a lot of time to spend on this stuff, right? Or maybe you are trying to save money. Either way, it may be tempting to half-ass your approach. This might creating one LLC and transferring all your assets to it. While this will separate you from your assets, it simply makes your LLC the new target for lawsuits. Also, if you forget to include an element of anonymity and pile your assets into a single company, you risk having that company being considered your "alter ego" and all those assets becoming vulnerable.

A job worth doing is worth doing well. You must consider how to best make your business unattractive  for anyone to sue. This can only be done by fully outlining an asset protection structure which may involve multiple separate legal entities.

Remember: different states need different structures due to their state laws. Don't rely on online legal forms and advice that isn't specific to your needs (and that includes what you read here). You may end up with unnecessary fees and taxes without really getting the asset protection benefits you hope for. 

It is not too much of an exaggeration to say that taking shortcuts and the easy route puts you in a position as if you hadn’t bothered at all!

The Takeaway

It is a no-brainer that if you have assets, you need to think about asset protection. As such, it is worth investing the time and effort into making sure your asset protection structure is suitable for your state, that it protects your anonymity, and that it makes suing for your assets untenable.

The primary principle is that you need to transfer ownership of your assets to a legal entity that you control. Should something go wrong, there will be no clear target for a lawsuit.

While you may consider trying to do this yourself, many law firms will have experience setting up asset protection and know exactly the right structure for your circumstances. It is recommended to take advantage of this so that you can control property the smart way, the way the truly wealthy do. Own nothing.

 

What Is The Difference Between A Single Member LLC And A Sole Proprietorship?

If you are looking to start a real estate investing business, you should be familiar with two popular business structures at your disposal. 

These are Single Member Limited Liability Companies (SMLLC) and Sole Proprietorships.

Both options can help you get your business off the ground, but it is worth considering the protections and future commercial growth you can achieve with each. Sole Proprietorships offer simplicity and ease of creation, and an SMLLC is advantageous if you are looking for a legal limitation of liability and the flexibility to change tax status as you grow.

Starting a Business: Giving Structure To Your Idea

Though it may begin with an idea, the successful establishment of a profitable business requires a suitable legal framework for hiring employees, purchasing capital, and saving money all while keeping the taxman happy. In this regard, many legal entities (including both a Sole Proprietorship and an SMLLC) are able to perform these basic functions and the difference comes in the advantages each provides.

What Is a Sole Proprietorship?

Put in the simplest of terms, a Sole Proprietorship is when you yourself take on the responsibilities and benefits of running a business. While you can use your own name, it is better to take on a trade name. Forming an LLC can be done by filing the name with the clerk in your county for a nominal fee.

Depending on the type of business you intend to run, you will need to acquire the necessary licenses and permits. If you wish to hire employees you will need an Employer Identification Number as well. All of these may come with certain fees but nevertheless the whole process is easily the cheapest method of setting up a business.

In addition to its low cost, there are certain tax advantages afforded to a Sole Proprietorship, (this will be expanded on later) and this, combined with its simple set up process, makes it an attractive option.

What Is a Single Member Limited Liability Company (SMLLC)?

In Texas, it is permitted to establish a Limited Liability Company (LLC) with a single owner (referred to as a ‘member’). Although there are many types of LLCs, they all have the benefit of limiting liability for their members. Of course, this is a huge advantage as you will not be at risk for the LLC’s debts and conversely, the LLC will also not be liable for your personal liabilities.

Since it is a sort of hybrid between partnerships and corporations, LLCs have a certain relaxed level of formality when compared with traditional corporations. This is ideal for smaller business operations who want a streamlined process while also getting the perception of credibility that comes with being a company.

Setting up your SMLLC will be a bit more of an involved process than a Sole Proprietorship. You will need to file Articles of Organization for your new LLC with the state and then draft an Operating Agreement to ensure the maximum possible benefits are made available.

Shared Benefits Between Between A Single Member LLC And A Sole Proprietorship

While both a Sole Proprietorship and a single member LLC are subject to a self-employment tax, overall the tax burden can be reduced by taking advantage of pass-through taxation. In short, pass-through taxation is when the profits pass through the business, in this case, either a Sole Proprietorship or a SMLLC, and is taxed as part of your personal income tax return. Since you can deduct expenses including up to half of the self employment tax, you can greatly reduce the amount of tax you need to pay.

Additional Advantages of The Single-Member LLC

As expected given its popularity, the SMLLC does afford some additional benefits over the Sole Proprietorship model. For many, the limited liability provided by an SMLLC is the most attractive feature as it allows for separation between personal affairs and those of the LLC. For this reason, although not required, having an Operations Agreement for your SMLLC will effectively separate your affairs from those of the LLC.

Furthermore, an LLC has further tax flexibility as it can opt to be taxed as a Sole Proprietorship (as explained above), as a partnership or as a corporation. As your business grows, having these options is of great benefit to make your tax burden as efficient as possible.

For enterprising individuals, trading as a Sole Proprietorship or using an SMLLC are attractive options due to the pass through tax feature. While they differ in the legal protections offered, the creation process, and the level of tax flexibility, it is worthwhile to consider seeking competent advice to determine which one is right for you.