Mark K. Smallhouse’s Answers

Mark K. Smallhouse

Reno Business Attorney.

Contributor Level 8
  1. Certificate of amendment of articles of incorporation? Does it change company name or just added on to it?

    Answered about 1 year ago.

    1. Mark K. Smallhouse
    2. Dana Howard Shultz
    3. Eric Stephen Pommer
    4. Benjamin Patrick Pugh
    4 lawyer answers

    A Certificate of Amendment is used to CHANGE the corporation's name. It does not add onto it. Note that there are two different forms for amending a Corporation's Articles. Which form to use depends upon whether shares have been issued to shareholders.

    5 lawyers agreed with this answer

  2. Does an LLC in Nevada need provisions in its operating agreement to stop distributions to a member with a charging order ?

    Answered 4 months ago.

    1. Mark K. Smallhouse
    2. Andrew H. Pastwick
    3. Donald Erich Lowrey
    4. Galen Hair
    4 lawyer answers

    I think that you may be mixing up Allocations and Distributions. Items of incomes and loss are allocated among members for tax purposes, Distributions are cash or other property that is otherwise distributed to members (or to those with charging orders)--generally post tax. I agree with the first answer above--that it is dangerous to have a reallocation of distributions provision. The better way to handle this problem is treat treat it in just the opposite fashion. What we do is is draft...

    Selected as best answer

  3. As a Real Estate Broker, if I form an LLC real estate investment club whose biz is to buy & sell real estate & whose members

    Answered 4 months ago.

    1. Michael Charles Doland
    2. Robert V Cornish Jr.
    3. Mark K. Smallhouse
    4. Renay Grace Rodriguez
    5. Kevin Arnold Spainhour
    5 lawyer answers

    I agree with both of the previous answers. From your post it appears that as the manager of the LLC you would be selecting the properties (or the pool of properties) from which the club members would select. It appears that is would violate the classic Howey test as to what constitutes a security.

    2 lawyers agreed with this answer

  4. If I cash out an annuity and put $30,000 from annuity into a a regular bank account....can a creditor take account?

    Answered 5 months ago.

    1. Mark K. Smallhouse
    2. Veronica Alicia Silva
    2 lawyer answers

    Yes! Holding the proceeds from the annuity in a regular Nevada bank account would make them subject to levy by a judgment creditor. Alternatively, the Nevada 2011 legislature created unlimited assets shelters for individuals with closely held corporations, life insurance policies and annuities. As a consequence, you would be moving an asset (the annuity) that is protected by

    2 lawyers agreed with this answer

  5. Can a "Non US Citizen" who doesn't reside in the US, form a Nevada LLC for e commerce purposes (online sales to US, UK, etc.)

    Answered 8 months ago.

    1. Richard Edmund Hawkins
    2. Donald Erich Lowrey
    3. Mark K. Smallhouse
    4. Charles R Smith
    4 lawyer answers

    In Nevada, having a registered agent by statute creates a presence at requires a Nevada business license (and sales tax registration). One of the biggest hurdles that you will face is getting an ITIN (an international tax ID number) issued from the IRS. You will need an ITIN to set up a bank account in the US (and to enter into contracts). There is a significant delay in getting the ITIN processed 4-6 weeks minimum. I recently set up a NV corporation for a Saudi Company that was...

    2 lawyers agreed with this answer

  6. Entered an LLC with a former associate and 27 days after purchasing the property I have put over 240 hours of labor into clearin

    Answered about 1 year ago.

    1. Frank Perez
    2. Mark K. Smallhouse
    3. Robert John Murillo
    4. John P Corrigan
    4 lawyer answers

    By entering into an LLC--did you jointly file Articles of Organization with the NV Secretary of State's Office. Is there any written document discussing your performance of the services? If there is sufficient evidence, there are a wide array of things you may want to consider i.e., filing a awsuit and a lis pendens t prevent sale and your capital investment. However, you need to work with an attorney to safely do this. Nevada statutes also have provisions for involuntary dissolution. But...

    2 lawyers agreed with this answer

  7. Do I need to register as a foreign LLC in California or can I just file a Franchise Tax Return at the end of the year?

    Answered over 2 years ago.

    1. Inna J Efimchik
    2. Michael Charles Doland
    3. Kevin Brendan Murphy
    4. Mark K. Smallhouse
    4 lawyer answers

    I agree with the previous answers--however, the place to start your analysis is Corporations Code Section 191 which defines what constitutes the transaction of "Intrastate Business" in the state of California which triggers the requirement that you register as a foreign entity conducting business in the state of California. Note that Subsections 191(c)(5), (6), and (8) may provide opportunities for you to structure your intended transactions so as to avoid transacting "Intrastate" business...

    2 lawyers agreed with this answer

  8. How does the corp that was supposed to be inactive but suspended get to active status without paying any back taxes or penalty

    Answered about 1 year ago.

    1. Dana Howard Shultz
    2. Mark K. Smallhouse
    3. Bruce Givner
    3 lawyer answers

    Dana is correct. Unfortunately, the California Franchise Tax Board is extremely vigilant in this area. It usually is easier to start with a new corporation and go forward.

    1 lawyer agreed with this answer

    1 person marked this answer as helpful

  9. How does residency length affect Nevada homesteads?

    Answered 4 months ago.

    1. Jessica M. Goodey
    2. Keith Pickard
    3. Mark K. Smallhouse
    3 lawyer answers

    Bear in mind that the homestead exemption will only protect you in bankruptcy. Unless and until you file bankruptcy it is ineffective. There are other non-bankruptcy alternatives that can provide quicker and more effective asset protection in the State of Nevada, such as the use of trusts such as IDGTS and QPRTs

    1 lawyer agreed with this answer

  10. Can the Nevada Contractors Board order a licensed handyman to stop advertising?

    Answered about 1 year ago.

    1. Richard Edmund Hawkins
    2. Mark K. Smallhouse
    2 lawyer answers

    You are not a 'licensed" handyman. If you bid (or charge customers on ) jobs in excess of $500, then you will need to become a licensed contractor. Failure to do so is a criminal violation.

    1 lawyer agreed with this answer