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Stop
worrying about
Your
Corporate
Records!
Get
them straight once and for all!
OR
Do
things
right
the
first
time!
My
name is Darius M. Barazandeh, I am a
licensed attorney...but don't run off! My
#1 goal is to help you! I have spent
years educating people on time tested real estate
investing and wealth protection methods. I
don't believe in gimmicks or overblown claims.
I do offer 'real world' information
that is down-to-earth, easy-to-understand and
legally precise. My greatest passion is
using my knowledge to benefit others! I
am always here to help and support you! If
this sounds good to you, then let's talk about your
business and incorporating:
Why
Incorporate?
Answer:
The sole proprietor
has unlimited liability for business
debts, lawsuits and judgments!
What
if your business is sued tomorrow?
Are
you protected? Are your corporate records
complete? Here
is the most important thing: If you
are sued and have not incorporated OR your
corporation has not kept proper records then you will
have personal liability. Why
worry? Because it is estimated that
over 85 million lawsuits are filed each
year. Experts predict that even
the honest business owner will be sued at least
once in their lifetime
and maybe more! Even good,
honest, hard working people get sued. I
see it all time! Without the proper protection a successful
claimant could seize your personal
assets including your bank accounts, car, home (in
some states), and other personal property. If
you have employees or operate in 'risky' areas
such as real estate or the service industry, then
your chance of being sued is greatly
increased! It
gets worse because the unincorporated business owner will generally
pay more in taxes and is at greater
risk of an IRS audit! It is estimated
that sole proprietors are as much
as 10 times more likely to be
audited than owners of a business entity. [1]
According to
CNN
Money Magazine,
to help avoid an IRS audit, "rather
than operating as a sole proprietor, choose to
incorporate." [2]
Did
You Know That a Properly Run Corporation Can:
 Provide Liability Protection
- Conduct
business 'in your own name' and
your home (in some states), car,
savings and retirement could be lost due to business
debts and judgments. A properly
run corporation will protect your personal
assets from creditors and attorneys!
Greatly Reduce Your Taxes
-
The owner of an unincorporated business will pay as much
as 45% of their earnings in taxes! The
modern business corporation has a tax rate of
15% for the first $50,000 income. Utilizing
corporate tax advantages and deductions will
help you accumulate wealth at a faster rate and
safeguard your earnings!
Provide 'Tax Free' Benefit Plans for Yourself
and Family - The
majority of small business owners are without
medical benefits and life insurance.
The modern business corporation allows
numerous 'tax free' fringe benefits
to provide for your family's well being!
Create
Legitimacy to Your Business
- Many
businesses fail to succeed because they are
unorganized and don't appear credible to the
general public. A corporation using the
words, Inc, Corp, or Incorporated will make you
appear more legitimate in the eyes of your present
and future customers, business partners,
banks, and even the IRS! NOTE:
Sole proprietors are audited as much as 5
to 10 times more frequently than
incorporated businesses!
Reduce
or Eliminate Probate Costs
-
When an
owner dies most businesses are 'locked up' in
probate or simply end. Corporations generally
have 'perpetual existence'. If the owner or
owners die, the corporation continues to
exist. This can help you keep
assets out of probate and ensure that the
business continues to provide for your family.
...But
As An Attorney, I Always See Three
Main
Challenges:
Challenge
# 1:
Many
small business owners do not operate as a
corporation or other business structure.
A 'dba' or 'name registration' is
NOT a business structure. As a
result, many small business owners face
wide open,100% liability from their business
activities and pay additional taxes!
Challenge
# 2:
Even
if you have a corporation, most small business owners
DO NOT have instruction on how to create required records, conduct 'proper' meetings,
maintain bank account controls and/or keep up with
the required formalities. In fact, we have
isolated 29 common errors that
business owners make which create liability and destroy
corporate protection! Do
you know what these errors are?
Challenge
# 3: An attorney or incorporation service can set up a
corporation BUT 95% of the time the business owner is left with a stack of
papers and little instruction! Very
rarely is complete, step-by-step
instruction given on how to run the
corporation!
-
THE
LAWS OF ALL STATES ARE CLEAR: If
records of key meetings, business decisions
and particular 'formalities' are not kept, the corporation
is WORTHLESS in a lawsuit. This means full personal liability in
a lawsuit!
Did
you know that most people who contact an attorney or accountant
generally won't have a true two sided discussion!
After all, its nearly impossible to ask the right questions and
comprehend all your options unless you fully
understand the choices and variations
available.
Of
course, attorneys and accountants
can help with specific matters in
your business but at hourly rates of
$150
to $200 per hour...this can get very expensive! Very few people can
afford to have their attorney walk them through
every detail on how to r-u-n and m-a-n-a-g-e
their corporation. As a result, mistakes are
made and protections are lost!
As
a result, most people conduct their business and make
decisions without proper
instruction!
TAKE
CONTROL:
Imagine
owning a reference guide that you can pull out,
use and then get back to
business!
Now imagine trying to piece all
the answers together yourself.
Mistakes
= lost revenue and liability
Ask
Yourself
This Question:
How
Many Hours
Would it Take for Your Attorney or
Your Accountant to Create the Forms and Fully
Instruct You On:
-
The
proper documentation and steps required to
AVOID the 29 (Twenty
NINE)
common MISTAKES that frequently DESTROY
corporate protection (includes real world
examples, required forms and easy-to-follow
instructions)
-
The
LOST ART of CREATING 'ROCK SOLID' Corporate
PROTECTION (includes real business examples,
required forms, DVD Video explanations and easy-to-follow instructions)
-
The
Complete STEPS required to FORM a
CORPORATION in ANY STATE (forms,
web links, state-by-state rules, and tips to
avoid hidden traps are provided in EASY-TO-FOLLOW STEPS)
-
THE
16 STEPS that MUST BE COMPLETED within 30
DAYS of FORMING the Corporation (includes
detailed instruction and forms)
-
KEY
DIFFERENCES between C-corporations and
S-corporations that will SAVE YOU THOUSANDS
OF DOLLARS (includes real world examples,
business situations and the end result on your
profits)
-
EXAMPLES
of WHEN
your business may NEED to be taxed as an
S-corporation and when it may NEED to be
taxed as a C-corporation
-
The
ONE
PAGE YOU MUST INCLUDE in your BYLAWS and why
it COULD SAVE YOUR BUSINESS!
-
WHY
CORPORATE MEETINGS are NOT ENOUGH for FULL
ASSET PROTECTION
-
The
FORMS, CHECKLISTS and ADDITIONAL STEPS that
95% of business owners fail to complete when
they form an S-corporation (includes required forms and instructions)
-
The
4 TRUTHS that you must know about Nevada
LLC's which Nevada promoters usually don't
tell you about!
-
The
5 ADVANTAGES of Delaware LLC's and when you
should consider a Delaware LLC!
-
A
REAL LIFE example of when an OUT OF STATE
Corporation is an ADVANTAGE
-
The
STEPS that MUST BE TAKEN to AVOID IRS
treatment as a personal holding company and
a personal service corporation. YOU
MUST UNDERSTAND THESE TRAPS to AVOID
THEM!
-
The
VALUE of OPTIONAL provisions that YOUR
ATTORNEY OR INCORPORATION SERVICE MAY forget
to USE: cumulative voting,
indemnification rules, staggered effective
dates, and preemptive voting rights!
-
WHAT the BYLAWS
are and why they SO IMPORTANT
-
Complete
Sample BYLAWS with FULL AUDIO DISCUSSION OF
EACH PROVISION and WHAT it MEANS for your
BUSINESS! (includes full bylaws and
required consent forms)
-
THE
KEY SITUATIONS when you SHOULD INCLUDE
INDEMNITY RULES in YOUR BYLAWS (includes
clauses and a detailed discussion on when to
apply)
-
HOW
TO DETERMINE if the BYLAWS provided by YOUR
ATTORNEY or INCORPORATION SERVICE OFFER FULL
PROTECTION for you! (full audio
discussion)
-
STEP-by-STEP
instruction on HOW TO HOLD the REQUIRED
FIRST MEETING of the Corporation, including
COMPLETE FORMS and DOCUMENTS with written and
AUDIO INSTRUCTIONS (a properly held first
meeting is essential for corporate
protection!)
-
Understanding
Corporate STOCK: Par Value Rules, Share
Restrictions, Cumulative Voting, Preemptive
Voting Rights, Proxy Voting, Stock Buy Back
Agreements, and Stock Valuation Techniques
-
THE
STEP-by-STEP procedures of ISSUING STOCK
- with EXAMPLES (includes detailed
instruction and forms)
-
WHEN
corporations NEED stock share RESTRICTIONS (includes
sample
forms and restrictions)
-
SAMPLE
STOCK SHARE RESTRICTIONS with FULL
EXPLANATIONS (includes detailed
instruction and forms)
-
WHY
EVERY corporation MUST have a BUY BACK
AGREEMENT
-
COMPLETE
FILL-IN BUY BACK AGREEMENT with FULL AUDIO
EXPLANATION of all PROVISIONS
(I
will walk you through the MOST important tool
for any stock corporation: THE BUY BACK
AGREEMENT)
WHAT
YOUR ATTORNEY MAY FORGET to GIVE YOU: (Includes
spousal consent forms and fully describes
when and why they are critical)
WHEN
SHOULD
the corporation issue STOCK UNDER IRC
SECTION 1244?
WHY
YOUR S-CORPORATION must use a SHAREHOLDER
AGREEMENT! (sample agreement with
full instructions is included)
THE
8 THINGS YOUR Corporation MUST DO WITHIN ONE
MONTH of INCORPORATING! (with detailed
instruction and forms on completing these
tasks)
THE
4 THINGS EVERY Corporation MUST DO EACH YEAR
after INCORPORATING! (includes detailed
instruction and forms)
The
LITTLE KNOWN and OFTEN FORGOTTEN RULES of
corporate MEETINGS (includes
specific tests for when rules apply)
STEP-by-STEP
instruction on HOLDING YEARLY CORPORATE
MEETINGS and COMPLETE FILL-IN FORMS
THE
5 STEPS REQUIRED to HOLD DIRECTOR MEETINGS
(includes forms and easy-to-follow instructions)
THE
5 STEPS REQUIRED to HOLD SHAREHOLDER
MEETINGS (includes forms and easy-to-follow instructions)
Understanding
Corporate TAXATION and how it will AFFECT
YOUR BOTTOM LINE!
AVOIDING
the hidden traps of Corporate TAXATION:
PERSONAL HOLDING COMPANIES, ACCUMULATED
EARNINGS PENALTIES, DOUBLE TAXATION, and
others!
HOW
TO COMPLETE 'ROCK SOLID' CORPORATE MINUTES:
includes forms and instructions for the first organizational
meeting, annual meetings of directors, special meetings of directors, annual
meetings of shareholders, and special
meetings of shareholders.
WHAT
is a Corporate RESOLUTION? WHEN DO I NEED to
COMPLETE ONE? (includes 50 sample
resolutions and full instructions)
UNDERSTANDING
the MOST COMMON yet almost forgotten art of
CREATING Corporate RESOLUTIONS
(detailed line-by-line instructions
included)
Detailed
STEP-by-STEP instruction on Avoiding
conflicts
of interest (includes all forms and
instructions needed to handle such a
situation)
FULL
DISCUSSION of business types, taxation
issues and liability risks
for REAL ESTATE INVESTORS (includes
detailed instruction, comparisons and real world
effects on your bottom line)
ENDING
YOUR CORPORATION and the TAX TRAPS you MUST KNOW
ABOUT!
Priceless
instruction from MR. BARAZANDEH on how to select
a CPA compatible for your business and needs!
This information could SAVE YOU THOUSANDS OF
DOLLARS!
Simple
and PRACTICAL steps to handle your Corporate BOOK
KEEPING and ACCOUNTING RECORDS!
ADOPTING
HEALTH CARE benefits, RETIREMENT PLANS, GROUP
LIFE INSURANCE and more! (includes all forms and
instructions)
How
to Avoid Personal Liability TRAPS in Real Estate
and other business activities (A
common mistake made by owners of real estate and
other public use property!) This is a
FORGOTTEN MISTAKE THAT CAN COST 100'S OF
THOUSANDS OF DOLLARS OR MORE!
and
much,
much more!
Ask
Yourself:
Have
you mastered all of these steps? Do you have
someone who will explain all of this information to
you? How much is reducing lawsuit risk, audit
risk and saving taxes worth to you?
Are
You Confused About Tax Issues?
We
Include
SIMPLE, NON-COMPLEX Discussions of Corporation Tax Options and
Traps!
...and
the real world effect on your Profits!
Own
the System Today!
(a
tax deductible investment!)
I
believe in keeping things SIMPLE
and NON-COMPLEX. Many people
complain that even after talking with their CPA
they don't fully understand their tax
choices. I will SHOW YOU the real world
effect each corporate tax choice has on your
bottom line. I don't believe in
useless theory, so I will demonstrate how each
choice can effect YOUR PROFITS! Plain and simple, easy-to-follow and
with plenty of examples! Students
always tell me, "My accountant could never
explain this to me...it finally makes sense now!"
(includes full discussion for real
estate investors, and other businesses!)
I
don't believe in fluff or 'one size fits all'
solutions...so you won't find them here.
This is a fully detailed system and includes state
exceptions and variations, up-to-date legal
decisions, court cases, IRS rulings, full
explanations of tax decisions and state law
summaries. Best of all this system is
easy to understand and explains all topics,
concerns, choices and situations in 'simple
and clear language'...not
lawyer talk and NOT COMPLICATED!
I
can teach anyone these techniques:
What
Will This System Do For Me?
We
will provide you with certainty and high-level
training! It is very clear from
countless court decisions that filing
your corporate paperwork is simply not enough. In
each of the 50 states and the District of Columbia
it is only when you
r-u-n and m-a-n-a-g-e
the corporation correctly, that a personal liability
shield is created. In
fact, we go WAY BEYOND corporate meetings and
records, because there will be tax
choices and
liability traps throughout the life of your
business. Wouldn't you rather know what
to WATCH for now? How many mistakes
can you afford?
Incorporate
for Wealth™ goes far beyond any other
materials or services in this area. Many of
these methods offer limited instruction, and
don't
explain 'HOW-TO' TASKS' in a clear 'step-by-step'
manner. Others may cost much more than
you think, for example:
-
Self-Help
Books and Other Materials
usually
cover the basics of forming the corporation
and devote little time to other issues. Incorporate
for Wealth™
takes step-by-step instruction to another
level and walks you
through forming the corporation, management,
conducting meetings, tax issues and choices,
asset protection and liability reduction
techniques. All of this is done
in
a step-by-step
written form,
with clear CD
audio
instructions and even DVD video instructions!
-
Online
and Other Incorporation Services will
generally file basic corporate
'paperwork' for you and little else.
Sadly, you won't receive much instruction on what
you do after you file the corporation's
paperwork! Even worse, in my
experience these filings wind up costing much
more than the original 'quoted' price.
Many times the customer pays $400, $500 or
more for just simple filing and little
else! As a result you are left with a stack
of papers and confusion!
Here's
the beauty of this system: You will use it not only during
your first month or first year, but throughout the
life of your business. Incorporate
for Wealth™ is a valuable
reference guide that you will use again and
again and again.
Customer
Service
That
Will Make You Smile!
That
is a promise! I know that you are too
busy to deal with companies that don't
return emails, phone calls, or hand you off
assistants who can't answer questions. I
hated this about home study systems.
If
you have questions, then call me
personally today at 713-961-1134. I am
also just an email
away! I will always return your emails
and answer phone calls!
I stand behind this system and if you have
questions while reading this page...just pick up
the phone give me a call. You may also email me
directly at: taxenterprises@yahoo.com
You
will find tremendous detail in my materials. I
am determined to providing my customers the
highest levels of training and all the details I
know. I can't forget the empty feelings
I had when I purchased materials that delivered far less
than promised: I am absolutely committed to
exceeding your expectations!
Order Today and Receive:
Incorporate for Wealth™ Manual
- A
296 page easy-to-follow complete guidebook
with specific step-by-step details on corporate
formation,
specific
exceptions for your state, key tasks to complete after
incorporation, corporate meetings, tax
decisions, asset protection issues and the
latest liability reduction techniques.
Also
included:
Detailed
State Corporate Law Summaries for All 50 States
and the District of Columbia
- Includes
state law summaries, a list of required corporation records,
and other key information for your state.
Also includes links and contact information.
Incorporate for Wealth™ Audio Discussion and Instruction -
Includes
the
most
detailed
and
easy-to-follow
audio
instruction
ever
produced
for
corporations.
I will walk you through easy step-by-step
instructions
on
the
special
issues
associated
with
corporate
formation. The CD audio series will also discuss
the required tasks to
complete
within
the
first
30
days
and
each year after formation, how to make management
choices,
corporate meetings, proper decision making, and a line-by-line
review
corporate
bylaws
and
more!
Over
65
Fill-in
Forms
in
Microsoft
Word®
and
Hard
Copy
Format
- Includes
over
65
fill-in
forms
on
CD-Rom
and
in
written
form.
Includes
all
required
resolutions,
minutes
of
meetings,
member
contribution
forms,
independent
contractor
agreements,
unanimous
consent
forms,
stock
share
restriction
agreements,
spousal
consent
forms,
tax
forms,
current
IRS
tax
publications
and
more!
ALSO INCLUDED:
Customizable
Corporate Bylaws with Audio Instructions and State
Specific Exceptions -
Includes
a line-by-line review of corporate
bylaws to help you understand how the bylaws
work and what they
should
contain!
Audio discussion
corresponds to pre-formatted, ready-to-use, sample
bylaws. Don't miss this 'mini' seminar!
Simply the most detailed training available
anywhere!
TO
HELP YOU RUN YOUR CORPORATION:
Access to Mr.
Barazandeh's Online Tutorial: 'Finding the Law
Yourself'- Designed
to walk you through the tasks that most people
forget: Understanding your state's business
corporation rules! This is a must have for
the business owner!
2
Years Unlimited
Access to the Online Business Research Center - We
have included online access to Secretary of State
web pages for all 50 states and the District of
Columbia. In addition, we have included
access to your state's corporation laws and other
helpful state and federal website links.
BONUS
MATERIALS INCLUDED:
Corporation
Lawsuit Protection Seminar Video
-
1
Year
Email Support with Author:
Darius M. Barazandeh,
Attorney
at
Law
/
MBA
-
I
think
this
is
the
most
important
element
of
this
program.
It
is
designed
to
make
sure
you
understand
the
materials,
how
to
implement
them,
and
understand
which
strategy
may
work
best
for
your
business,
industry
and
goals. This
is
a
priceless
advantage!
I
am
determined
to
providing
my
customers
the
highest
levels
of
training
and
all
the
details
I
know.
I am here to help and support you!
I
look forward to working with you and OFFER and 100%
RISK FREE MONEY BACK GUARANTEE if
you are not satisfied with the materials.
As a professional I stand behind the quality of
these materials and I am grateful for the
opportunity to share the knowledge I have gained
in this area. If
you have any questions as you read this page
please call
me personally today at 713-961-1134. I
will always make time for you! You may
also email me at: taxenterprises@yahoo.com.
Let's get
started today!
Warmest Regards,
Darius M.
Barazandeh,
President
Attorney at
Law
/
M.B.A.
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