The Shelf Company Advantage


Introduction:

A "shelf company" is an existing legal entity - usually an LLC or a corporation - available for sale and assignment to a new owner. In the case of our law firm, the shelf companies offered are unused Texas or Nevada Series LLC's with premium asset protection and anonymity features - plus one or more assumed name certificates filed with the county clerk. Except for obtaining an EIN and opening a bank account (which can be done in a few hours) these companies are ready to do business now, an important consideration if time is a factor.

Our shelf companies are formed using this firm as organizer and registered agent, with a trust as sole manager, keeping the client's name entirely off the public formation documents. The trust agreement that makes this possible is complex and is our own innovation. Subsequent annual filings continue to list the trust as sole manager (a necessary step if anonymity is to be preserved).

Fees for acquiring are higher than those associated with LLCs formed from scratch.

Advantages of our Shelf Companies:

  1. prompt delivery of first-class company materials and documents that contain state-of-the-art asset protection provisions for both traditional and series LLCs;
  2. leather company book with seal and printed membership certificates ready to go;
  3. immediate company operational capability under an assumed name, including the ability to make deals, enter into contracts using the DBA, and establish a bank account with checks printed in the assumed name;
  4. ageing of the company (i.e., it was formed some time ago) - a distinct advantage if a client's asset protection problems are relatively recent;
  5. substantially anonymous operation (with the express exceptions of the IRS and the company's banks and lenders).

Why consider a series LLC as a shelf company?

A series LLC offers unparalleled flexibility, simplicity, and economy for any investor or businessperson with multiple properties or enterprises. It allows its owner to hold assets and liabilities within separate compartments or "series" that effectively operate as sub-companies. The Texas series LLC or Nevada series LLC shares characteristics with the traditional LLC, including the benefit of informal management, an effective liability shield, and pass-through taxation; but the series LLC also has the ability to segregate assets and insulate them from liability arising from other assets within the same company. How does this differ from a traditional LLC? In the case of a judgment against a traditional LLC, all assets of the LLC are exposed for purposes of satisfying that judgment. Not so with a series LLC. Note that a series LLC operates and acts exactly the same as a traditional LLC until the individual series are implemented. Acquiring a series shelf LLC therefore preserves a certain level of flexibility for future operations.

The series LLC is particularly effective when used as part of this firm's recommended two-company structure - i.e., one LLC which operates as a shell management company that deals with tenants, vendors, contractors, and the rest of the public (and therefore risks lawsuits); and the other a stand-alone "holding company" that owns the hard assets and stays quietly in the background. Our real-world courtroom experience indicates that the holding company in this structure - which has legal privity with no one - is nearly impossible to successfully sue.

Fees and Costs:

Advance payment is required, and payment is by means that we direct. Fees and costs are as stated on the website (return to the home page to see a link to a list of available shelf companies). We strive for complete transparency as to legal fees - please check the "Fees & Policies" tab on the website for a comprehensive list of available legal services.

All sales of shelf companies are absolutely final since they involve unique and proprietary intellectual content. Absolutely no exceptions.

Fees increase with the age of the shelf LLC.

Conveying Properties and Assets into a Shelf Company:

Warranty deeds of real property into LLCs are usually $295 excluding filing (reduced to $275 for three or more at the same time). Such transfers are often handled as a second step. Request our Deed Preparation Checklist if interested. Note that we will need copies of your existing deed(s).

The Option of Asset Protection Review

If you are uncertain of whether or not acquiring a shelf company is right for you, we offer an asset protection review (APR) which looks into the details of your situation in order to make more specific recommendations . . . so if you're uncertain as to how to proceed, an APR would likely be the best option. APR fees: for net assets/issues/amounts up to $600,000 - $750; $601,000 - $1,100,000 - $950; $1,100,000 - $5,000,000 - $1,500; in excess of $5,000,000 - $2,500.

All initial consultations with new clients (including APRs) as well as entity formations are now handled entirely online rather than in the office or by phone. Check the website for a fuller explanation of our online consultation process.

Going Forward:

These are shelf companies so documentation is substantially complete. We will, however, need the client to fill in our Trust Checklist so that we can draft the underlying trust agreement. Trust agreements vary widely so it is impossible to have this document ready in advance, but we can certainly prepare one promptly.

If interested in a shelf company, inquire about our current inventory.

OFFICE OF DAVID J. WILLIS ATTORNEY - R/E BROKER
All clients are bound by website "Fees & Policies." NOTICE: No attorney-client relationship is created by our preliminary comments in response to online inquiries unless and until this firm expressly accepts the case and is monetarily retained.