The exact ins and outs of forming a corp.?

Machine guns, SBRs, SBSs, suppressors, destructive devices, AOW (any other weapon)
User avatar
rob_s
Life Member
Life Member
Posts: 3068
Joined: Tue Sep 23, 2003 10:10 am
Location: Lauderdale & Boca

Post by rob_s » Mon Nov 14, 2005 3:47 pm

Would there be anything preventing a Daytona attorney from handling this for me?
I'll convert an Orlando Disney ride into the world's biggest trebuchet and anyone down here who doesn't know what a grit is will get a free ride north

ROBERTK
Junior Member
Junior Member
Posts: 13
Joined: Fri Oct 21, 2005 9:07 pm
Location: POMPANO BEACH FL

Post by ROBERTK » Mon Nov 14, 2005 5:35 pm

talk to the guys at Only The Best

Edited to correct name - Moe

User avatar
rob_s
Life Member
Life Member
Posts: 3068
Joined: Tue Sep 23, 2003 10:10 am
Location: Lauderdale & Boca

Post by rob_s » Tue Nov 15, 2005 8:18 pm

Can an LLC also be an S-corp?
I'll convert an Orlando Disney ride into the world's biggest trebuchet and anyone down here who doesn't know what a grit is will get a free ride north

User avatar
mjmensale
Life Member
Life Member
Posts: 9500
Joined: Fri Sep 19, 2003 7:47 am
Location: Palm Beach County

Post by mjmensale » Tue Nov 15, 2005 9:09 pm

norman74 wrote:Can an LLC also be an S-corp?
No. An S-Corp can only derive from a C-Corporation, which is what is initially set up with the state. An LLC has the characteristics of a Partnership, not a corporation.

Moe
America is at that awkward stage. It's too late to work within the system, but too early to shoot the bastards. Claire Wolfe

Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

If you try to take our firearms, we will kill you. Mike Vanderboegh

User avatar
rob_s
Life Member
Life Member
Posts: 3068
Joined: Tue Sep 23, 2003 10:10 am
Location: Lauderdale & Boca

Post by rob_s » Tue Nov 15, 2005 9:31 pm

OK, so I first need to set up a c-corp, and then file the 2553 to change it to an S-corp with the irs? I notice there's a "date incorporated" box on the 2553 form and I'm not sure what to put.
I'll convert an Orlando Disney ride into the world's biggest trebuchet and anyone down here who doesn't know what a grit is will get a free ride north

User avatar
mjmensale
Life Member
Life Member
Posts: 9500
Joined: Fri Sep 19, 2003 7:47 am
Location: Palm Beach County

Post by mjmensale » Wed Nov 16, 2005 10:04 am

OK, so I first need to set up a c-corp, and then file the 2553 to change it to an S-corp with the irs?
Correct. This can be done online.
I notice there's a "date incorporated" box on the 2553 form and I'm not sure what to put.
That is the date the state files your company. It will be noted on the paperwork they send back to you. You can't file the 2553 before you get the incorpoation papers back.

Moe
America is at that awkward stage. It's too late to work within the system, but too early to shoot the bastards. Claire Wolfe

Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

If you try to take our firearms, we will kill you. Mike Vanderboegh

User avatar
rob_s
Life Member
Life Member
Posts: 3068
Joined: Tue Sep 23, 2003 10:10 am
Location: Lauderdale & Boca

Post by rob_s » Wed Nov 16, 2005 12:29 pm

mjmensale wrote: That is the date the state files your company. It will be noted on the paperwork they send back to you. You can't file the 2553 before you get the incorpoation papers back.

Moe
That's exactly what I needed to know.

Thanks.
I'll convert an Orlando Disney ride into the world's biggest trebuchet and anyone down here who doesn't know what a grit is will get a free ride north

User avatar
tony k
Life Member
Life Member
Posts: 1794
Joined: Tue Sep 23, 2003 6:15 pm
Location: Indian River County

Post by tony k » Wed Nov 16, 2005 4:48 pm

Thanks for the assist, Moe -- you know way more about the ins and outs of setting up corporations. (My area of expertise is what to do with them, once you've set 'em up!) =D>

glockpacker
Life Member
Life Member
Posts: 6610
Joined: Sun Apr 25, 2004 11:23 pm
Location: Fort Lauderdale

Post by glockpacker » Wed Nov 16, 2005 5:17 pm

I just used

http://www.amerilawyer.com/

to set up my corp, and it worked as promised.

They have a way to pay more and get it done fast. I opted out of that, and it seems like it took forever. It was four weeks, including time off for Wilma. I guess it would normally be about two and a half weeks. And you pick up your finished work at their tiny little office on Federal Highway, near Oakland Park Blvd.

There's an attorney that I met a couple years back that has the handle of Dick Magboy, it think, and it may be @aol.com. I met him in a gun store, and he was telling me about the machine gun days at Markham Park, so he knows about NFA stuff.

But like Tony and Moe are saying, the Trust route would need to be done with an attorney who is EXCELLENT in that area. You wouldn't want to go with someone who is a neophyte in that area. That would be very dangerous. The lawyer should already know, and confirm, the BATFE requirements. My attorney in Virginia could have done this, but he's 1,100 miles away.

But if I had my druthers, and I knew THE attorney, that is the route I would have gone.
Eric
Shooter of 1,000 yards

(Stolen from Moe without permission... because it's true) Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

glockpacker
Life Member
Life Member
Posts: 6610
Joined: Sun Apr 25, 2004 11:23 pm
Location: Fort Lauderdale

Post by glockpacker » Wed Nov 16, 2005 5:46 pm

Oh, and Rob, you don't like junk mail... As soon as your corporate name is registered, it starts. Just be advised. I also got one sales phone call. You wouldn't get this with a Trust.

Most of them want to do your credit card servicing.
Eric
Shooter of 1,000 yards

(Stolen from Moe without permission... because it's true) Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

Bob
Member
Member
Posts: 185
Joined: Mon May 17, 2004 4:46 pm
Location: Davie, Florida

Trusts and Corps

Post by Bob » Mon Nov 21, 2005 3:11 pm

I am an attorney in South Florida and am also an 07/02 SOT. I have done a number of transfers involving trusts and corporations and have set up both for customers. Corp is simple and costs about $125 plus filing fees ad corp book. The corporate paperwork is the same. S Corp and C Corp is merely a tax status (all corps are C corps unless the 2553 form is filed with IRS to elect S Corp status). No real advantage with an LLC over an S Corp, both taxed at individual level. The down side to a corp is it is public (people can look up your information on the internet, ie, address, officers, etc.) and $150.00 per year annual filing fee to keep the corp active. With a trust, you have more expense to set it up initially, but there are no annual state fees and it is more private. Either way, both are valid entities for NFA ownership in Florida. If anyone needs help with setting up either, I can certainly help and can also do the transfer for you as well.

User avatar
tony k
Life Member
Life Member
Posts: 1794
Joined: Tue Sep 23, 2003 6:15 pm
Location: Indian River County

Post by tony k » Mon Nov 21, 2005 3:40 pm

glockpacker wrote:Oh, and Rob, you don't like junk mail... As soon as your corporate name is registered, it starts. Just be advised. I also got one sales phone call. You wouldn't get this with a Trust.

Most of them want to do your credit card servicing.
Yeah, but you also gets lots of freebies: I have at least a dozen pens with my corporate logo, all sent unsolicited as free samples. :smile

Besides, it's always fun when Dunn & Bradstreet calls: "I'm sorry, I can't tell you what XYZ Corporation does. In fact, it is a violation of federal law for you to even list us. You do not have the proper security clearance to receive or disseminate that information -- you'll have to contact the Department of Homeland Security." [-(

glockpacker
Life Member
Life Member
Posts: 6610
Joined: Sun Apr 25, 2004 11:23 pm
Location: Fort Lauderdale

Post by glockpacker » Mon Nov 21, 2005 9:23 pm

TonyK, that's a RIOT!! I gotta print that and post it on my desk!

I want my pens! Now I remember getting those when I had my business. But I actually ordered them by the 500's for my customer's use.
Eric
Shooter of 1,000 yards

(Stolen from Moe without permission... because it's true) Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

User avatar
rob_s
Life Member
Life Member
Posts: 3068
Joined: Tue Sep 23, 2003 10:10 am
Location: Lauderdale & Boca

Post by rob_s » Sat Dec 03, 2005 9:10 am

I visited Bob yesterday (Bob Howell) and got my trust established. Very easy to deal with and very organized. For $450 I got a trust established with all the paperwork I need to purchase Class III items. With the trust I don't have any future state fees or income tax issues. I'm very glad that Bob weighed in here and that he explained this option to me so thoroughly.

Forget corps and all that jazz, the trust is the way to go.
I'll convert an Orlando Disney ride into the world's biggest trebuchet and anyone down here who doesn't know what a grit is will get a free ride north

thorazine
Life Member
Life Member
Posts: 3620
Joined: Tue Oct 28, 2003 5:15 pm
Location: Palm Harbor, FL

Post by thorazine » Thu Dec 08, 2005 11:32 am

norman74 wrote:I visited Bob yesterday (Bob Howell) and got my trust established. Very easy to deal with and very organized. For $450 I got a trust established with all the paperwork I need to purchase Class III items. With the trust I don't have any future state fees or income tax issues. I'm very glad that Bob weighed in here and that he explained this option to me so thoroughly.

Forget corps and all that jazz, the trust is the way to go.
Interesting!

What is the difference between a trust and a corporation?

With the trust you don't have to file...

The annual report ($$$) with the state, nor do you have to do any special tax preparation each year?

thorazine
Life Member
Life Member
Posts: 3620
Joined: Tue Oct 28, 2003 5:15 pm
Location: Palm Harbor, FL

Post by thorazine » Thu Dec 08, 2005 11:47 am

Is a trust basically the same as a Sole Proprietorship?

Bob
Member
Member
Posts: 185
Joined: Mon May 17, 2004 4:46 pm
Location: Davie, Florida

Post by Bob » Thu Dec 08, 2005 5:28 pm

No a trust is not the same as a sole proprietorship. A trust is a legal entity, much like a corporation or LLC is a legal entity. However, there is no filing with the state, as there is whith the corp or LLC. Since there is no filing, there also is no annual fee. There is no separate tax return to be filed and no separate tax ID number to be acquired for a trust if it is revocable. Another benefit is privacy. With a Corp or LLC, certain portions of your information is on record with Tallahassee and can be accessed by the internet (i.e corporate address, names of officers, etc.). Some people are uneasy with this if the corp is holding NFA items and they are using their home address where they keep the NFA items. All this being said, if you already have a corp for your business (as many people do) then there are no extra fees, since you have to keep your business corp active anyway. But is you dont have one, or want to keep annual fees down, or are worried about privacy or having to file separate tax returns, then a trust may be for you.

Bob, FFL 07/02 SOT, and florida attorney

thorazine
Life Member
Life Member
Posts: 3620
Joined: Tue Oct 28, 2003 5:15 pm
Location: Palm Harbor, FL

Post by thorazine » Fri Dec 09, 2005 1:22 pm

Bob wrote:But is you dont have one, or want to keep annual fees down, or are worried about privacy or having to file separate tax returns, then a trust may be for you.
That describes my situation perfectly.

This is definitely something to consider.

User avatar
mjmensale
Life Member
Life Member
Posts: 9500
Joined: Fri Sep 19, 2003 7:47 am
Location: Palm Beach County

Post by mjmensale » Sat Dec 10, 2005 8:45 am

Bob, is a trust a federal or state entity?

If it's a federal entity, will a trust set up in Florida be valid in a different state if the person moves?

Moe
America is at that awkward stage. It's too late to work within the system, but too early to shoot the bastards. Claire Wolfe

Don't pick a fight with an old man. If he is too old to fight, he'll just kill you. John Steinbeck

If you try to take our firearms, we will kill you. Mike Vanderboegh

User avatar
flcracker
Life Member
Life Member
Posts: 5560
Joined: Thu Sep 23, 2004 8:55 am
Location: Safety Harbor

Post by flcracker » Sat Dec 10, 2005 9:54 am

norman74 wrote:
Can an LLC also be an S-corp?


No. An S-Corp can only derive from a C-Corporation, which is what is initially set up with the state. An LLC has the characteristics of a Partnership, not a corporation.

Moe

Just to clarify - for tax purposes, an LLC can elect to be taxed as an S-Corp. That's what I did for my business. LLC has fewer and less-stringent annual reporting requirements, but I still get the advantage of pass-through taxation.

flcracker

Post Reply