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Posted: 3/8/2006 11:52:50 AM EST
[Last Edit: 3/8/2006 11:55:15 AM EST by falaholic1]
Any specific LLC type? Mine will be specifically for aquiring NFA items. It will never earn a red cent.

I was going to go through www.bizfilings.com and do the complete package.

Do you have to file anything quarterly?
Link Posted: 3/8/2006 12:06:40 PM EST
For multiple NFA items the LLC seems to be the way to go.
TX charges a $385 LLC filing fee, if I recall correctly.
Link Posted: 3/8/2006 3:53:56 PM EST
[Last Edit: 3/8/2006 3:55:14 PM EST by DevL]
$200 one time fee. You do tax returns quarterly for a year and once they realise you never have anything to declare you file annually. You will need to get an EIN too.
Link Posted: 3/8/2006 7:12:35 PM EST
[Last Edit: 3/8/2006 7:29:57 PM EST by FALARAK]
Link Posted: 3/8/2006 7:13:50 PM EST
[Last Edit: 3/8/2006 7:22:37 PM EST by FALARAK]
You dont need to go to bizwhatever.com. You dont need a lawyer if this is not a business for anything but NFA weapon collection/investment. It aint $385. It aint $200. You dont file quarterly, and you dont need an EIN.
Link Posted: 3/8/2006 7:21:38 PM EST
[Last Edit: 3/9/2006 10:12:45 AM EST by FALARAK]
Here is the deal:

www.sos.state.tx.us/corp/forms_boc.shtml

This is the secretary of state's website.

You need form 205.

Download the PDF and fill it out. Make it easy on yourself - pick a unique name for your LLC that probably isnt in use.... really good if you can use your firstname lastname LLC. This keep the paperwork for your NFA real simple with the authorities. On your LLC, make YOURSELF the only person involved, and you are the only manager. Much simpler than trying to include a wife, family, etc....

It is $300 to file you LLC. This is a ONE TIME fee to set it up.

There are NO annual costs, as long as you dont do any GROSS SALES. You will have to file a tax form with the state, once per year, stating $0 taxable, and the same with the IRS.

That is it. Mail or fax it in, and in 2 weeks you have it. Or, fax it in, along with form 807. This is your credit card payment form. Check the box to expedite ($25 fee), and they will file your LLC with the state and fax you back approval within 48 hours. Ask me how I know.

You dont need an EIN - It is NOT required for an LLC - (especially since you arent planning on doing any sales). It is legal to incorporate "for any legal purpose" and this is already filled out on your form. You dont even have to state a reason, such as "investment". It is covered.


Then, when you have your faxed or mailed back LLC certificate in hand, start your NFA paperwork, such as a Form1 for a SBR, or work with a Title II dealer for a supressor or ClassIII weapon.


I dont get the big mystery on the LLC. It is simple, easy, cheap, and easy to figure out on the Sec. of State's website. The people at the Sec. of State's office for LLC filing are SUPER NICE and will help you with any questions you might have. I was an idiot and left off my address on the "members" section of the form, they called me, corrected it with my verbal approval, and I was on my way.
Link Posted: 3/8/2006 7:30:23 PM EST

Originally Posted By FALARAK:
Here is the deal:

www.sos.state.tx.us/corp/forms_boc.shtml

This is the secretary of state's website.

You need form 205.

Download the PDF and fill it out. Make it easy on yourself - pick a unique name for your LLC that probably isnt in use.... really good if you can use your firstname lastname LLC. This keep the paperwork for your NFA real simple with the authorities. On your LLC, make YOURSELF the only person involved, and you are the only manager. Much simpler than trying to include a wife, family, etc....

It is $300 to file you LLC. This is a ONE TIME fee to set it up.

There are NO annual costs, as long as you dont do any GROSS SALES. You will have to file a tax form with the state, once per year, stating $0 taxable, and the same with the IRS.

That is it. Mail or fax it in, and in 2 weeks you have it. Or, fax it in, along with form 807. This is your credit card payment form. Check the box to expedite, and they will file your LLC with the state and fax you back approval within 48 hours. Ask me how I know.

You dont need an EIN - because you arent planning on doing any sales. It is legal to incorporate "for any legal purpose" and this is already filled out on your form. You dont even have to state a reason, such as "investment". It is covered.


Then, when you have your faxed or mailed back LLC certificate in hand, start your NFA paperwork, such as a Form1 for a SBR, or work with a Title II dealer for a supressor or ClassIII weapon.


I dont get the big mystery on the LLC. It is simple, easy, cheap, and easy to figure out on the Sec. of State's website. The people at the Sec. of State's office for LLC filing are SUPER NICE and will help you with any questions you might have. I was an idiot and left off my address on the "manager" section of the form, they called me, corrected it with my verbal approval, and I was on my way.




+1 ...........thats the way its done, 1-2-3 done!


I tried callin you falarak, I would like to pick up those mags......


Link Posted: 3/8/2006 7:33:35 PM EST
the filing fee went up $100. It was only $200 last year!
Link Posted: 3/8/2006 7:34:57 PM EST

Originally Posted By soowah:
the filing fee went up $100. It was only $200 last year!



Yep. That's what I get for stalling. Oh well.
Link Posted: 3/8/2006 7:41:23 PM EST
Thank you FALARAK - that helps!
Link Posted: 3/8/2006 7:42:12 PM EST

Originally Posted By FALARAK:

Originally Posted By soowah:
the filing fee went up $100. It was only $200 last year!



Yep. That's what I get for stalling. Oh well.



same here, i thought I had to be 21 to form a LLC, but noooo fuck.
Link Posted: 3/8/2006 7:49:25 PM EST
[Last Edit: 3/8/2006 7:59:03 PM EST by mikejohnson]

Originally Posted By FALARAK:
...
You dont file quarterly, and you dont need an EIN.




Originally Posted By FALARAK:
...
There are NO annual costs, as long as you dont do any GROSS SALES. You will have to file a tax form with the state, once per year, stating $0 taxable, and the same with the IRS.

...

You dont need an EIN - It is NOT required for an LLC - (especially since you arent planning on doing any sales).

...




True-- you can file annually instead of quarterly in Texas, after your first filing. However, to file with the IRS, which is required, you have to have an identification number... takes 5 minutes over the phone with the IRS, or you can do it online, but you need to make sure its verified and confirmed.

BTW-- the EIN isn't for doing sales. Its for tracking income and bank accounts.


Also, reporting franchise tax is one thing... sales tax is another.

If you do sales, you need obtain a sales use tax permit... and report sales tax (for each area you do business) to Texas, either annually or quarterly.
Link Posted: 3/9/2006 12:40:36 AM EST
[Last Edit: 3/9/2006 12:42:10 AM EST by DevL]
YOU MUST HAVE AN EIN I JUST ARGUED THIS POINT 10 DAYS AGO AND WAS FORCED TO DO IT. AS STATED IT TOOK 5 MIN OVER THE PHONE TO COMPLETE.

I did my LLC in December and it was $200. If its $300 now I did not know. I just got the instructions to give my EIN last month. If you have not incorporated yet dont tell people the EIN is not required because IT IS REQUIRED. You wont recieve the letter stating it must be done till at least 2 months AFTER you incorporate.
Link Posted: 3/9/2006 1:46:47 AM EST
[Last Edit: 3/9/2006 3:29:49 AM EST by mikejohnson]
but incorporating and putting your family into the corp can have other benefits too - you can have better protection from liability, and your family can have access to the NFA stuff

BTW: an LLC is not a Corporation, although treated like one by the state/fed. (Limited Liability Company) - it is a hybrid partnership and corporation

Link Posted: 3/9/2006 3:26:27 AM EST

Originally Posted By DevL:
YOU MUST HAVE AN EIN I JUST ARGUED THIS POINT 10 DAYS AGO AND WAS FORCED TO DO IT. AS STATED IT TOOK 5 MIN OVER THE PHONE TO COMPLETE.

I did my LLC in December and it was $200. If its $300 now I did not know. I just got the instructions to give my EIN last month. If you have not incorporated yet dont tell people the EIN is not required because IT IS REQUIRED. You wont recieve the letter stating it must be done till at least 2 months AFTER you incorporate.



I sure dont understand why. Are you the SOLE person listed on your LLC? Do you have any employees? Does your corp make a profit?

Look here:

www.irs.gov/businesses/small/article/0,,id=97872,00.html


According to that, with a LLC, you DONT need an EIN. (I have been specifically told my other LLC filers that the EIN was not required as well)

Who told you you needed one? The state, or the IRS? I will call the IRS today and get the scoop.
Link Posted: 3/9/2006 3:28:21 AM EST

Originally Posted By mikejohnson:
but incorporating and putting your buddies into the corp can have other benefits too - you can have better protection from liability,






and your buddies can have access to the NFA stuff


Horrible idea.


BTW: an LLC is not a Corporation, although treated like one by the state/fed. (Limited Liability Company) - it is a hybrid partnership and corporation


If the IRS treats it as a croporation - then this might explain the EIN requirement. I know other LLC's that dont have EIN's.... I wonder if this is a recent change?
Link Posted: 3/9/2006 3:32:30 AM EST
[Last Edit: 3/9/2006 3:39:55 AM EST by mikejohnson]
nevermind, I answered it in the next post.

However, according to the IRS, corporations are required by law to have an EIN. Like I said above, LLC is not a corp, but can be treated as one and you can file as one... that makes it confusing.
Link Posted: 3/9/2006 3:37:51 AM EST
[Last Edit: 3/9/2006 3:45:39 AM EST by mikejohnson]
Oh yeah, when I was talking with the IRS these past couple weeks... if you are set up as a sole proprietorship, you fill out a 1040, schedule C or something... I've done this before, but not with an LLC.

However, I did a quick search for single member LLCs. (it can get complicated)

http://www.irs.gov/businesses/small/article/0,,id=99160,00.html

Single Member LLCs

Generally, when an LLC has only one member, the fact that it is an LLC is ignored or “disregarded” for the purpose of filing a federal tax return. Remember, this is only a mechanism for tax purposes. It doesn’t change the fact that the business is legally a Limited Liability Company.

If the only member of the LLC is an individual, the LLC income and expenses are reported on Form 1040, Schedule C, E, or F. If the only member of the LLC is a corporation, the LLC income and expenses are reported on the corporation’s return, usually Form 1120 or Form 1120S. If you prefer to file as a corporation instead of as a “disregarded entity,” Form 8832, Entity Classification Election (PDF), must be submitted. Otherwise, you don’t need to file Form 8832.



So, basically you are a Sole Proprietor (Disregarded entity / 1 person) and file with a 1040 as usual, unless you want to be treated as a corp...
Link Posted: 3/9/2006 3:47:00 AM EST

Originally Posted By mikejohnson:
Oh yeah, when I was talking with the IRS these past couple weeks... if you are set up as a sole proprietorship, you fill out a 1040, schedule C or something... I've done this before, but not with an LLC.

However, I did a quick search for single member LLCs. (it can get complicated)

http://www.irs.gov/businesses/small/article/0,,id=99160,00.html

Single Member LLCs

Generally, when an LLC has only one member, the fact that it is an LLC is ignored or “disregarded” for the purpose of filing a federal tax return. Remember, this is only a mechanism for tax purposes. It doesn’t change the fact that the business is legally a Limited Liability Company.

If the only member of the LLC is an individual, the LLC income and expenses are reported on Form 1040, Schedule C, E, or F. If the only member of the LLC is a corporation, the LLC income and expenses are reported on the corporation’s return, usually Form 1120 or Form 1120S. If you prefer to file as a corporation instead of as a “disregarded entity,” Form 8832, Entity Classification Election (PDF), must be submitted. Otherwise, you don’t need to file Form 8832.



So, basically you are a Sole Proprietor (Disregarded entity / 1 person) and file with a 1040 as usual.



Exactly. This is how it was explained to me, and I will get confirmation today. I was told, this is why it is simplest to keep the corp as a SINGLE person - that way you dont have to file federally under the company.... just as a single business of zero income, on your annual personal taxes.

DevL - who told you you needed an EIN, and why?
Link Posted: 3/9/2006 3:48:10 AM EST
[Last Edit: 3/9/2006 3:58:13 AM EST by mikejohnson]

Originally Posted By FALARAK:
Exactly. This is how it was explained to me, and I will get confirmation today. I was told, this is why it is simplest to keep the corp as a SINGLE person - that way you dont have to file federally under the company.... just as a single business of zero income, on your annual personal taxes.

DevL - who told you you needed an EIN, and why?



"Company"... or... Sole Proprietor/Disregarded entity
Link Posted: 3/9/2006 5:12:25 AM EST
Link Posted: 3/9/2006 5:22:04 AM EST
No EIN needed for single member LLC; single member LLC can still obtain an EIN if desired. Single member LLC can use the member's SSN.

EIN needed for LLC consisting of 2 or more members.

Link Posted: 3/9/2006 8:00:44 AM EST
So, I've heard LLCs simplify the NFA stuff... how so?
Also, are there any other benefits of a single-person LLC (in its simplest form as described by FALARAK to get the NFA benefit)?

Link Posted: 3/9/2006 8:41:01 AM EST

Originally Posted By plarkinjr:
So, I've heard LLCs simplify the NFA stuff... how so?



No CLEO signoff, no fingerprint cards, and no passport photos required when submitting forms. Typically faster approvals as well. That being said - I wouldn't fo LLC if I didnt have to.


Also, are there any other benefits of a single-person LLC (in its simplest form as described by FALARAK to get the NFA benefit)?


The biggest benefit I understand is simplified taxes.

Another benefit would be keeping it single person - in the event of a divorce, friendship "breakup", family fued, etc.... when they arent part of your LLC, they cant make any claims.
Link Posted: 3/9/2006 9:01:18 AM EST
If you are really dead set on circumventing federal laws in order to possess NFA weapons....

(And I mean that sincerely.....)

Then LLCs are simply NOT the way to accomplish this.

Simple business corporations would be the ONLY way to go.

Now, if you wish to know why, you'll have to pay me.

Sorry about that, but as Josey Wales once remarked, 'Buzzards gotta eat, same as worms...'

Eric The(AsMercenaryAsTheNextGuy)Hun
Link Posted: 3/9/2006 9:10:12 AM EST
[Last Edit: 3/9/2006 9:11:24 AM EST by EricTheHun]
Originally Posted By FALARAK:

The biggest benefit I understand is simplified taxes.

The only reason that I can think of for people even thinking about an 'LLC' would be to avoid the 'double-taxation' of earnings and dividends, which has already been accomplished for years by simply having the corporation make the Subchapter S 'election.'

There was one reason, and one reason only, for the creation of 'LLC', and that has to do with the legally required make-up of Subchapter S corporations.

Another benefit would be keeping it single person - in the event of a divorce, friendship "breakup", family fued, etc.... when they arent part of your LLC, they cant make any claims.

If you own anything in this world.....

Anything....

Then others, including soon-to-be-ex-wives, ex-friends, disgruntled family members, the IRS, and even ordinary creditors, can make claims against anything you own or have a scintilla of interest in, for any reason whatsoever.

Pay your bills and keep your wife happy, is my advice.

Gratis.

Eric The(KeepingItSimpleForMoreThanAQuarterCentury­)Hun
Link Posted: 3/9/2006 9:38:52 AM EST

Originally Posted By EricTheHun:
If you are really dead set on circumventing federal laws in order to possess NFA weapons....

(And I mean that sincerely.....)

Then LLCs are simply NOT the way to accomplish this.

Simple business corporations would be the ONLY way to go.

Now, if you wish to know why, you'll have to pay me.

Sorry about that, but as Josey Wales once remarked, 'Buzzards gotta eat, same as worms...'

Eric The(AsMercenaryAsTheNextGuy)Hun



How can you circumvent what's legal? The ATF accepts LLC's as a valid transferee. Since one only has to file annually instead of quarterly, it's easy maintenance. If the county sheriff didn't mind signing off i wouldn't be forming this LLC. God forbid he do his job.

What's with the bait and switch? If you want to give out info, don't tease and then ask for money.
Link Posted: 3/9/2006 9:51:31 AM EST
[Last Edit: 3/9/2006 9:52:24 AM EST by EricTheHun]
Sorry, FALARAK, but I am a gun dealer, as well.

Please don't think I'm going to give anyone a weapon for free, either!



Besides, any competent attorney, well versed in this area of the law, could give everyone the same advice that I would.

A wise fellow once told me....if you deal in Class 3 weapons...and do it often enough...some day, in some way, and probably in an insignificant or trivial matter, you are going to get sideways with The Law.

And The Law in this instance does not recognize 'insignificant' or 'trivial' as even being relevant or material.

Whatever happened to good ol' bumpfiring?

Eric The(WiseBeyondHisEars)Hun
Link Posted: 3/9/2006 10:15:35 AM EST

Originally Posted By EricTheHun:
Originally Posted By FALARAK:

The biggest benefit I understand is simplified taxes.

The only reason that I can think of for people even thinking about an 'LLC' would be to avoid the 'double-taxation' of earnings and dividends, which has already been accomplished for years by simply having the corporation make the Subchapter S 'election.'



My point was - if you have a single member LLC - you dont have to file seperate corporate taxes annually to the IRS. You simply include any information on your personal taexs, which you will file anyway. This is simpler than dealing with the paperwork of a simple business corporation, yes?
Link Posted: 3/9/2006 10:24:11 AM EST

Originally Posted By FALARAK:

Originally Posted By EricTheHun:
Originally Posted By FALARAK:

The biggest benefit I understand is simplified taxes.

The only reason that I can think of for people even thinking about an 'LLC' would be to avoid the 'double-taxation' of earnings and dividends, which has already been accomplished for years by simply having the corporation make the Subchapter S 'election.'



My point was - if you have a single member LLC - you dont have to file seperate corporate taxes annually to the IRS. You simply include any information on your personal taexs, which you will file anyway. This is simpler than dealing with the paperwork of a simple business corporation, yes?



You are talking about filling out a Form 1120 vs additional forms (AKA schedules) with your 1040... I fail to see anything different, except corporate returns are due March 15th.
Link Posted: 3/9/2006 10:35:58 AM EST

Originally Posted By mikejohnson:
You are talking about filling out a Form 1120 vs additional forms (AKA schedules) with your 1040... I fail to see anything different, except corporate returns are due March 15th.



Hmmm....

1. No separate mailings or different filings. I am already filing my taxes. Nothing extra to leanr or hassle with.

2. Turbotax does it all for me - no extra "schedules" manually - Turbotax does it all with a few quick questions. I dont have to buy any corporate tax software to assist (if that was necessary)


I fail to see why you fail to see.
Link Posted: 3/9/2006 1:17:28 PM EST
No business sales, no federal tax return necessary for the LLC.

I understand why Eric the Hun is pro coprp over LLC, but for most of us mere mortals, I have found that the LLC is a much easier route to go. As for circumventing federal laws, I do indeed call bullshit...


Link Posted: 3/9/2006 1:21:48 PM EST

Originally Posted By NFA_Investments:
No business sales, no federal tax return necessary for the LLC.



For a corp, according to the IRS customer rep I spoke with, after your *first* filing, future filings with nothing to declare, no profits made, no payroll, etc. only requires calling the IRS to flag your account to indicate you don't need to file...
Link Posted: 3/9/2006 2:10:16 PM EST
another benefit of an EIN... or company(?)...

(offer expires in May)

sign up for a personal account at bank of america...

refer your business to bank of america and get $50 PERSONALLY

depending on how many options your sign up for, you can get up to $220 for your business, but they must be signed up for on the SAME DAY.

Example:
I refer my own corp, or any business, to BofA, I get $50.
My corp signs up for a basic "free" checking account-- its free since I have a personal account. Corp gets $50.

My corp signs up for a credit card. Not only do I get a large credit line as a card holder, but the Corp also gets another $50...

Total: $150 for doing nothing, plus a credit card...

Ask me how I know ... I wonder what other banks have this referral service....

Link Posted: 3/9/2006 5:32:26 PM EST
[Last Edit: 3/9/2006 5:35:39 PM EST by rogue007]
What about values of your NFA items as being seen as profit or ...............let me put it this way.


today buy a MAC-10 for $3000.............five years from now.............it goes to $5-6000..............


do you pay on what your company made? five years from now your product or holdings doubled in price, would
you have to pay taxes in what you made?


It's a good question, dont you think?


If you made money off of stock/shares you have to pay taxes on it.

The market dictates what value your stocks or bonds are worth, same way with NFA.
Link Posted: 3/9/2006 6:07:24 PM EST
[Last Edit: 3/9/2006 6:08:09 PM EST by mikejohnson]
Expenses will take from profits...

Or sell it to yourself for whatever you want... no obligation to sell for "market value"....
Link Posted: 3/9/2006 6:27:45 PM EST

Originally Posted By mikejohnson:

Originally Posted By NFA_Investments:
No business sales, no federal tax return necessary for the LLC.



For a corp, according to the IRS customer rep I spoke with, after your *first* filing, future filings with nothing to declare, no profits made, no payroll, etc. only requires calling the IRS to flag your account to indicate you don't need to file...



IRS rep I spoke with said no need to file a tax return unless I was actually "doing business" - they said filing such a return causes more confusion than it is worth. Typal inconsistency from the fellows over there...
Link Posted: 3/9/2006 11:47:59 PM EST
Yes, and telling anyone that your 'company is not actually doing business' is a very smart thing to do, indeed!



Really.

Suit yourselves!

Eric The(ConspiracyIsANebulousConcept...UntilYouGetToCourt)Hun
Link Posted: 3/10/2006 1:47:45 AM EST

Originally Posted By EricTheHun:
Yes, and telling anyone that your 'company is not actually doing business' is a very smart thing to do, indeed!



Really.

Suit yourselves!

Eric The(ConspiracyIsANebulousConcept...UntilYouGetToCourt)Hun



We didn't write the laws, we are living with them. Do you have a valid complaint for using LLC's other than "they are icky"?
Link Posted: 3/10/2006 3:17:51 AM EST

Originally Posted By NFA_Investments:
IRS rep I spoke with said no need to file a tax return unless I was actually "doing business" - they said filing such a return causes more confusion than it is worth. Typal inconsistency from the fellows over there...



How is your company not doing any business? IRS rep said on the phone, if you don't have any profits to report, they will flag your account and no need to file, as long as you don't have employees, etc.
Link Posted: 3/10/2006 4:02:26 AM EST
[Last Edit: 3/10/2006 4:04:07 AM EST by rogue007]

Originally Posted By mikejohnson:

Originally Posted By NFA_Investments:
IRS rep I spoke with said no need to file a tax return unless I was actually "doing business" - they said filing such a return causes more confusion than it is worth. Typal inconsistency from the fellows over there...



How is your company not doing any business? IRS rep said on the phone, if you don't have any profits to report, they will flag your account and no need to file, as long as you don't have employees, etc.



ok, then why do you have to have a EIN for if you dont have to file, I dont have one and never will. less confusion for me.

The only way I would get a EIN if the BATF asks for it on any of their "new" forms.


Link Posted: 3/10/2006 4:07:14 AM EST

Originally Posted By rogue007:
ok, then why do you have to have a EIN for if you dont have to file, I dont have one and never will. less confusion for me.

The only way I would get a EIN if the BATF asks for it on any of their "new" forms.



1. I think we well covered you DO NOT have to get an EIN if you so sole person LLC.

2. The BATF already asks for your EIN. But it, like so many fields on the form, is optional. You only have to put it if applicable.
Link Posted: 3/10/2006 8:15:54 AM EST
[Last Edit: 3/10/2006 8:16:51 AM EST by EricTheHun]
Originally Posted By falaholic1:

We didn't write the laws, we are living with them. Do you have a valid complaint for using LLC's other than "they are icky"?

I didn't say they were 'icky', I merely said that they were not the type of business organization that I would choose to use IF I were attempting to accomplish what some of you are trying to accomplish.

Period.

Eric The(Savant)Hun
Link Posted: 3/10/2006 4:45:36 PM EST

Originally Posted By FALARAK:
1. I think we well covered you DO NOT have to get an EIN if you so sole person LLC.



Not to muddy the waters, but I don't understand why you would need an EIN for a multi-person LLC as long as no income was generated and none of the members/managers were being paid a salary. As long as that is the case, it would seem no employer/employee relationship exists. AFAIK the state doesn't require it, so if its required it must be at the federal level.
Link Posted: 3/10/2006 8:49:30 PM EST
Corp v. LLC quesiton and transfer:

Does tranfer of ownership of hte corp shares or LLC shares create the need to transfer the NFA items and pay a transfer tax?

The weapons are not being transferred. Only yhe ownership of hte entity.
Link Posted: 3/10/2006 9:47:35 PM EST
[Last Edit: 3/10/2006 9:50:26 PM EST by EricTheHun]

Originally Posted By SC-Texas:
Corp v. LLC quesiton and transfer:

Does tranfer of ownership of hte corp shares or LLC shares create the need to transfer the NFA items and pay a transfer tax?

The weapons are not being transferred. Only yhe ownership of hte entity.


Yes.

Any change in the identity of the management of an LLC requires the 'renewal' of the LLC, creating a 'new' LLC, with the need for a 'new' transfer, etc.

It does NOT with a closely held corpration.

Eric The(Wise)Hun
Link Posted: 3/12/2006 6:17:13 AM EST
I just added a member to an LLC and it did not require the formation of a new LLC.


I only required that a form be completed & filed with the SOS.

There was nothing that indicated that the LLC was being disbanded and recreated.
Link Posted: 3/12/2006 7:39:52 AM EST
[Last Edit: 3/12/2006 7:43:23 AM EST by EricTheHun]

Originally Posted By SC-Texas:
I just added a member to an LLC and it did not require the formation of a new LLC.


An 'LLC' that possessed NFA weapons?

To say the least, I am astounded!

I only required that a form be completed & filed with the SOS.

Texas law specifically permits additions and substractions to the managers to be done IF that is spelled out clearly in the Articles of Organization...if not, then the 'LLC' would be on very shakey ground indeed.

I would counsel my clients to simply begin a new LLC with the new member added.

There was nothing that indicated that the LLC was being disbanded and recreated.

The sole subject of my thoughts on this thread was what the feds might think about 'LLCs' and NFA gun ownership.

And I know precisely HOW they think.

For example, IF you are an FFL whose business organization is either a partnership, general or limited, or an LLC, and there is a change in partners or management, then the old FFL is gone and a NEW one MUST take its place.

New fee, new FFL number, new 'responsible parties', as that term is used.

Accordingly, I hardly think it likely that the ATF would cozen the change of 'members' in an LLC that possessed NFA weapons....in a less categorical manner!

Never having the urge to test out this matter with the ATF, I have never attempted to do so.

But then I am not anxious for my clients to 'test the waters' on something that could have very grave consequences.

It's said that, should you ever hear the words, 'Counselor, call your first witness...', then you have already lost!

No matter the outcome.

That may or may not turn out to be true.

But I can assure you, that if you ever hear a US District Judge say the words, 'Will the Government call its first witness......'

You have already LOST....and LOST very BIG indeed.

No matter the outcome.

Dig?

Eric The(CautionaryTalesAbound)Hun
Link Posted: 3/12/2006 11:38:48 AM EST
[Last Edit: 3/12/2006 11:45:24 AM EST by SC-Texas]
In the interest of educating myself and others, let have a look at this

First thing counselor- I agreee: Will the government call its first witness is a sign that something has gone very wrong. Just went through that and hung a jury 11-agquit & 1 convict on a sex assualt charge.


Second- The government does not allow Partnerships to possess NFA weapons. The allow corporations. LLCs are treated by the ATF as corporations.

Are you saying that the government treates the LLC, assuming you have done' your job and set it up to allow the addition and subtraction of members, as both a partnership and not a corporation?

Your resistance to the LLC form of business appearrs to be:

The sole subject of my thoughts on this thread was what the feds might think about 'LLCs' and NFA gun ownership.

And I know precisely HOW they think.



How exactly do they think: LLC v. Corp?

Where do they draw their conclusions from? I would assume its from the underlying state statutes governing LLCs and Corps.

1. Transfer of ownership- i.e. new members coming in and old members exiting
2. The supposition (or maybe actual knowlege) that the ATF treats an LLC as a corp regarding possession of NFA weapons and as a partnership when dealing with FFLs and transfers indicates that the ATF cannot make up its mind regarding what an LLC actually is and how it is to be treated.

Either the LLC is a psuedo corp and an entity all by itself (like acorp) or its not.

What is it?

Also- does a transfer of stock in a corp trigger the need to pay a transfer tax to the ATF on NFA items?


Another issue:
Even if the articles do not allow the addition or subtraction of members- can't they be amended? If they can be amended, why would you counsel a new LLC and the associated expense with wrapping up the business of the old LLC and then the transfer of the assets to the New entity?

You asked me about adding and subtracting memebers from an LLC:
The members of hte LLC are adding a new owners and deleting another owner. Don't know if they possess NFA weapons. Its an ongoing business. We discussed forming a new corp or an entirely new LLC. After exploring the options, we opted for continuing the LLC and changing the membership.

Link Posted: 3/12/2006 3:07:37 PM EST
Link Posted: 3/12/2006 3:48:06 PM EST
[Last Edit: 3/12/2006 7:27:22 PM EST by EricTheHun]

Originally Posted By SC-Texas:
In the interest of educating myself and others, let have a look at this


There's no need to educate anyone on anything in the area.

I have my opinions and others have theirs.

What I tell my clients and how I counsel them on these matters is something that I have personally arrived at through 26 years of practicing in these areas.

You could take 100 lawyers and ask them these same questions and come up with at least 25 separate and diverging opinions.

But the only lawyer's opinion that counts is YOUR lawyer's and that of the fellow standing next to you in a Civil or Criminal Court.

First thing counselor- I agreee: Will the government call its first witness is a sign that something has gone very wrong. Just went through that and hung a jury 11-agquit & 1 convict on a sex assualt charge.

And where does your client go to get his money back?

From you? Not bloody likely.

From the State? Not a fricking chance!

Aren't you glad that you were not counseling him prior to the act complained of? But only represented him afterwards?

Right?

Well, in the situation of advising someone how to incorporate or organize a corporation or an LLC, you are in the position of counseling him beforehand.

Make very, very certain that your counseling NOW does not result in a calamity LATER.

Of course, if making money is all that an attorney is interested in....my advice would still be the same.

Second- The government does not allow Partnerships to possess NFA weapons.

That appears to be the case at this moment.

And you know why they likely don't?

Hmmm?

The allow corporations.

Yes, they certainly do.

For now.

And I can foresee how that may not always be the case in the future. And these discussions on an Internet discussion board will not always be in the best interests of all concerned, IMVeryHO.

LLCs are treated by the ATF as corporations.

No, they are treated the same as corporations.

There is a difference.

They are not the same, but they are treated the same, at the present time.

Are you saying that the government treates the LLC, assuming you have done' your job and set it up to allow the addition and subtraction of members, as both a partnership and not a corporation?

Huh?

I don't understand what you are asking, so that must not be 'what I am saying.'

They treat corporations and LLCs differently in the matter of FFLs.

That's a fact.

Originally posted by SC-Texas:
Your resistance to the LLC form of business appearrs to be:

The sole subject of my thoughts on this thread was what the feds might think about 'LLCs' and NFA gun ownership.

And I know precisely HOW they think.


How exactly do they think: LLC v. Corp?


Read my thread again.

It's very plain.

Where do they draw their conclusions from? I would assume its from the underlying state statutes governing LLCs and Corps.

You must comply with all state and local laws, of course, but that is hardly the end of the question, is it?

You must, at the same time, comply with not only federal laws, but regulatory agencies guidelines, as well.

Such as those imposed by the ATF.

Read their definition of 'responsible party.'

Do you think it coextensive with a 'manager' under Texas LLC laws?

Quite frankly, I always give the ATF more than it asks for...not the bare minimum.

1. Transfer of ownership- i.e. new members coming in and old members exiting

What?

What is the question?

Does the ATF treat the LLC as a 'new' LLC simply because their are new 'managers' coming and going?

I have no idea, for I have never experienced the situation in my practice, but I do know what they do when the subject is NOT the possession of an NFA weapon, but the holding of an FFL.

They require a completely new FFL. New fees, new FFL numbers, new ID cards.

Strange, isn't it?

That they would treat NFA weapons differently than FFLs?

2. The supposition (or maybe actual knowlege) that the ATF treats an LLC as a corp regarding possession of NFA weapons and as a partnership when dealing with FFLs and transfers indicates that the ATF cannot make up its mind regarding what an LLC actually is and how it is to be treated.

That is very common when dealing with federal agencies.

Right?

But I am not much of a gambler. Not with my money, nor with my client's money...or personal liberty.

Either the LLC is a psuedo corp and an entity all by itself (like acorp) or its not.

Are you arguing with me or with the law?

What is it?

Since it only arose in 1977 in the United States, which is rather recent in the grand scheme of things legal....its exact nature and how it will be handled are still in a state of flux.

The Wyoming statutes which first permitted LLCs in 1977 are still the pattern for those of most states, but not those of Texas, if I understand them.

And this disparity in how LLCs are managed is an opening that any federal agency might be able to drive an armored personnel carrier through some day.

Also- does a transfer of stock in a corp trigger the need to pay a transfer tax to the ATF on NFA items?

Nope, because the corporation still remains as it was before.

That is well settled.

Another issue:
Even if the articles do not allow the addition or subtraction of members- can't they be amended?


Yes, and no. Yes, if the articles of organization permit amendment. No, if those articles require unanimous consent to amendment, and to the adding or subtracting of new members, and any member objects.

But that only gets you past the Texas requirements.

Not past any federal requirements that may come into play.

If they can be amended, why would you counsel a new LLC and the associated expense with wrapping up the business of the old LLC and then the transfer of the assets to the New entity?

Cleanliness is next to Godliness, in my book, and this is a 'clean' transaction.

You asked me about adding and subtracting memebers from an LLC:
The members of hte LLC are adding a new owners and deleting another owner. Don't know if they possess NFA weapons. Its an ongoing business. We discussed forming a new corp or an entirely new LLC. After exploring the options, we opted for continuing the LLC and changing the membership.


'Don't know if they possess NFA weapons'?

Really?

You didn't ask them?

Ordinarily, it would hardly occur to me to ask a group of businessmen if their company, corporation, or LLC had ever acquired NFA weapons.

But the times, they are a'changing.

I would find out. And then discuss my concerns with them.

If you have no concerns, then you have nothing to discuss with them.

Simple as that!

Now, with all that said, and in a good faith effort to educate everyone in this matter....

A fellow comes to your office and says, 'I don't actually have a business, and I'm not interested in carrying on any business, but I have this problem - I really want to own an NFA weapon and the local LEOs will not sign a Form 4 for anyone but their friends and political contributors.'

'Can you incorporate a Texas business corporation for the sole purpose of permitting me to obtain NFA weapons without having to go through the useless ordeal of trying to get a Form 4 sign-off?'

'Or can you at least set up a single-man LLC to permit me to do the same thing?'

'I know I can say that the corporation is 'for any lawful purpose', but collecting NFA weapons for my personal use is all that I hope to accomplish.'

Now, with all that said......

'Will the Governement call its first witness......' US District Judge



Eric The(KeepingItSimpleSince1979)Hun
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