Have you ever been in a lawsuit? Have you ever heard of people who got wiped out because they got sued? Do you have assets you worked hard to acquire and would like to keep?
Within 72 hours, our Asset Protection Structure can give you a lifetime of peace of mind from any lawsuit whether big and small that can disturb your life and wreak havoc over your business affairs.
ELIMINATE THE FEAR OF LAWSUITS AND THE LOSE OF:
Your net worth (including any cash sitting in a bank account)
Your home(s) (Primary residence AND vacation home)
Your investment properties (anywhere in the US)
Your business assets (in any state)
Your trading account Your cars and your boat
If you feel you are out of the line of fire, then answer this…. Do you drive? Or do you invite friends, family members, business associates or other people to your home to celebrate special occasions, or hold business gatherings or social events?
Risk is everywhere, yet statistically only 38% of people structure their affairs properly in addition to having the insurance coverage they should have.
Asset Protection is a subject matter no one really likes to talk about. If an attorney mentions it, people think he or she is selling doom and gloom. If an investor complains about it, people react negatively to him or her. If a business owner expresses concerns, people respond with the standard, ”Increase your insurance coverage.”
Sadly however, do you realize that 2 out of 3 businesses get sued? Do you know that through your lifetime, the likelihood of you getting sued is 80%?
1) How different is your Asset Protection Structure versus others?
You can protect your asset in many ways, using many structures. Usually attorneys recommend separating assets into different LLCs to limit your liability to whatever equity you have in each of the LLCs that could be sued. We always believed that the ultimate Asset Protection structure is one that is simple, powerful, inexpensive to set up and maintain but does not allow anyone to go after any asset or any equity whatsoever. Most importantly it has to pass muster in court with a proven track record of judgment proof and legislative protection power against charging orders.
2) What is the structure of your Asset Protection?
The structure:We set up for you a special WY LLC (Specially drafted Articles of Organization and Operating Agreement to stand in any court in the USA)We set up a special arrangement debt obligation to the benefit of that LLC (You control the LLC as the Manager and you hold the Certificates of Ownership)We draft a specially worded Promissory Note for each of your RE assets and a specially worded debt instrument for each of your business assetsWe draft a lien in accordance with each state and local law requirements. Such a lien could be either a mortgage lien for each of your real estate properties (to eliminate any real estate equity). Or the lien could be a UCC1 Filing for each of your business entities (to eliminate any business equity, or value of inventory, receivables, future orders, patents and any and all other assets held under your business name and entity).We send you all the documents by email so that you could have the Tax ID for the LLC along with the LLC’s bank account. You will also be able to record all the mortgage liens against your real estate properties no matter the location around the USA and also record the UCC1 filings against your business assets no matter their location(s) around the country.You have full control of the simple and manageable structure.
3) What are the benefits of your Asset Protection Structure?
The benefits:You do not need to transfer any assets out of your name or current entities name. You would not incur any transfer tax assessment, any additional attorneys’ fees and any due on sale clause issues on any of your loans You do not need to have an attorney set up and maintain multiple LLCsYou do not need any third party to operate the structure since you are in full control You do not need to set up anonymous corporations or go offshoreRE properties and business entities will reflect no equity or net worth under your name or entities as you would have more debt than the liquidated value of all your assets combinedThis discourages any litigants and attorneys will require high retainer fees in advance to pursue a lawsuitEven if you lose in court and a charging order is issued the litigant cannot go after the WY LLC because it is protected by law and WY LLC Act and if they force you to sell any or all Assets you must pay all creditors (including your own LLC by law) henceforth making it impossible for a litigant to collectA Litigant that wins a lawsuit in court for a certain amount of money could be taxed on that money as phantom income even though he/she has not collected a penny. Such litigant will either drop the lawsuit altogether before getting to that stage, or will settle with your insurance or you much earlier. This structure has added benefit not only in case of a lawsuit but also (see below) it can be used for bankruptcy protection, prenuptial agreement, post nuptial agreement, mortgage default etc.The entire structure is inexpensive to set up and maintain yet easy to operate for a long time with legislative protection against lawsuits and charging orders 4) How can we function and transact after we set up the Asset Protection?The functions:You are in full control of the structure and can refinance, borrow or sell any of your assets by showing the certificate of ownership to the bank, the title co. or any other party with whom you are transactingYou only pay for ONE LLC to be set up and the few liens to be recorded onceThe WY LLC does not need to register to do business in any state because it is not owning anything it is simply owed money You only pay to maintain one LLC per year less than $500 for all of your assets (Less than you pay for insurance) You do not need to transfer assets No hiding behind complicated entities or anonymous structures You never have to deal with attorneysNo offshore entities whatsoever 5) Why do you prefer to set the LLC in WY and not in the state where my assets are located? We prefer setting up the LLCs in Wyoming because:a) They originated the LLC entity structures in 1972 vs. NV for instance that adopted LLCs in 1994. So the Judges in WY protect the structure through various legislationsb) An LLC filed in WY does show on public record who the owners are or who the managers are. One must obtain a subpoena from the court to get such information, which is costly, tedious and requires additional timec) Most lawsuit attorneys are not too familiar with WY laws and how it protects LLC entities against charging orders and lawsuits (including single member LLC - i.e. WY LLC Act 17-29-503) 6) Why do you prefer to set up the LLC in WY instead of NV?The best state to set up an LLC for asset protection is Wyoming and the reasons are:Less expensive to file Faster to obtainLess expensive to maintain yearlyHigher level of privacy for WY LLCs (No filing of Manager or Members- Plaintiff will have to obtain a subpoena through the court to get a hold of the Manager)Wyoming created the LLC structures in the US over 40 years ago so the Wyoming Judges provide stronger protection Most Plaintiff’s attorneys are less familiar with Wyoming compared with Nevada 7) Will I have to file taxes in Wyoming for the LLC?For tax purpose the LLC is usually set up as a disregarded entity. Meaning it flows through to the owner(s). If LLC makes a profit, the profit usually flows directly to its respective members and each member has to report their share of profit on their respective personal tax returns in their state. You make periodic payments to the LLC and get a deduction. The LLC claims the income and the structure becomes tax neutral.8) What do you need from me to protect my real estate and business assets?All you need to do is fill out the form with your name, a couple choices of LLC names, tell us the amount you wish to record as a lien to eliminate the equity in your property and/or business. And email us a copy of your property deed so we can get the exact way the title is currently vested, the full address of the property, the Assessors Parcel Number and the complete legal description. (If you cannot locate your deed you can get one on line or call the county records or even give us a copy of a Trust Deed lien (Mortgage Deed lien) that already exists on the property as a first lien because it will have all the exact info needed.9) How can I open a bank account in the name of the LLC?We will send you the instruction form regarding setting up a Tax Identification number with the Internal Revenue Services by phone and/or online.Once you’ve obtained the Tax Identification number for the LLC, you can contact a bank (preferably with nationwide branches) and ask them to list the documents they need to open the account. (Usually the bank needs a copy of: Certificates of Ownership, Articles of Organization and your Identification).10) What needs to be done to record the lien against my property and eliminate the equity? And how much does it cost?We will send you all the documents you need to take or mail to your county recorder’s office after you sign them and notarize them (to show your consent to pledge your property as a collateral security for the debt obligation to the LLC). The county clerk will verify that the documents have the exact and accurate legal description of the property as indicated on the deed you gave us and then he/she will record and will mail you a copy. The cost of recording the lien runs from less than $100 to a few hundred dollars based on the county fees. 11) Can I eliminate the equity in my business instead of my real estate? Yes same exact procedure except that we will not record a lien secured by your property, we will file a UCC-1 form with the Secretary of State’s office where your business is located. 12) What if later on, I want to borrow against the property, the bank will want to place a 2nd Trust deed loan or a credit line etc. How could I do that if the lien you placed for the asset protection will be in the 2nd Trust Deed position?Remember that you are the Lender LLC as well as the Borrower/Obligated party. You can simply tell the title company that you want to move the LLC lien to a junior position.We provide you with a subordination clause in your lien document that states that the lien could be voluntary pushed to a junior position if the Owner of the property wishes to record a new voluntary lien senior to the existing one.Your bank giving you a credit line or a 2nd Trust Deed Loan would ask us to first release the lien before they would provide the loan, then after they record in a senior position, the title company will re-record your LLC lien in a junior position.For instance, if you want to refinance, the title company will handle all that for you and they can release the lien first then refinance the mortgage. After the mortgage lender places a lien on the property, they will re-record the trust deed that eliminates the equity in a more junior position back secured by your property to the favor of your LLC. This is the commonly accepted procedure.13) What if I am ready to sell the property?You simply talk to the title company and as the LLC Managing Member and owner you can provide them with a signature to release the lien (you don’t have to release the debt) and just have them record it secured by another property or business asset that you wish to protect from lawsuits. There is no debt forgiveness and no related tax consequences.14) When the promissory note is created between my LLC and myself as an individual/owner of a house, or an investment property or a Business, can you structure the Promissory Note with no payments from me to my LLC? We do not recommend having no payments. In order to stand up in court as a legitimate lien, you must make periodic payments. We place a section about a periodic payment “requirement” in the promissory note that we draft between you and your LLC to protect you in the rare case the lien is questioned. You do not want to run the risk of not showing an economic substance for the actual lien, which is the basis of the structure. After all you are making the payment to your own LLC.Of course, since the payments are made into the LLC bank account and you control the bank account, you can use these funds to pay directly for any business expense.15) What other business use can I get out of the LLC?Although we recommend you leave this LLC intact so it does not create any liability for you, you can conduct some no to low risk business transactions such as:a) Selling your equipment to it and leasing it back. b) Setting up a Solo 401K and transferring income into your retirement account while deducting taxes (contact www.eFreedomIRA.com) c) Setting up a trading account and trading securities from your LLC accountd) Place extra cash reserves in it because it is protectedThe key thing is you do not want to operate a full and active business with potential liability under this LLC. And you do not want to tie it up with any other entities you may have so it can stay on its own protecting your assets as a lender from a distance. 16) Can I set up a Solo 401K-retirement account using my LLC in WY?Go to www.eFreedomIRA.com and contact Suzi or Lynn for a free consultation to make sure you can structure a Solo 401K. Each case is slightly different and if you can get one set up the benefits are phenomenal and 401K are 100% lawsuit proof.17) What if I have equity in 2 or 3 properties and/or businesses? You do not need to set up another LLC or even transfer ownership etc. We can just increase the amount of the Lien and record it secured against several properties for cross collateral (there is an additional fee for each additional lien or UCC that we have to draft for you to file and record against each asset) But the good news is you do not have to pay for any more LLCs or maintain several structures. It is only one and the paperwork to maintain an LLC is drafted once and remains in your possession and control.18) What happens if I get sued anyway, lose and a charging order is obtained against me while I have the lien recorded to the benefit of the LLC? When a charging order is obtained against you and is legally in place, no distribution is allowed/made to the creditor/litigant based on the Operating Agreement. The advantage of this structure with the proper Operating Agreement is that the creditor/litigant ends up getting stuck legally with a tax bill based on the amount of the charging order. This is despite the fact that no money was paid out/distributed to the Creditor/Plaintiff.The fact that they would have to pay taxes against monies they have not received is extremely discouraging to litigants and is a powerful incentive for them to either not pursue the lawsuit, drop it after starting it or settle as soon as they win for anything you offer. 19)I want to strip equity on assets but my aggregate equity is close to $70 Million dollars. After telling my new attorney, about your set up, he called me the next day after researching and he was shaking his head in awe at your structure. The question we both have however is: Isn’t it too much money to capitalize a new entity with over $70 Million dollars when it is just a start up?In some rare cases being “under capitalized” could be a problem. For instance, if a company starts with very little capital (whether cash, property, notes or any other form) and then borrows successfully but cannot make good on its debt obligation, creditors or litigants can sue the entity and the courts may say that the entity did not have sufficient capital and may place liens against any assets it may still have. This is not your case and it is not what we do. Your concern is about being “over capitalized”, so really you are wondering if there is a point at which the courts would feel someone have over capitalized an entity. (In your case you want to capitalize at over $70 Millions dollars).Well, according to federal court cases in the US, there has never been an issue for over capitalization in the legal sense. But as a general rule of thumb all the equity contributed at the time a business entity is formed (LLC or C Corporation etc), whether the equity contributed is in cash, property, promissory notes, business assets or any other acceptable form, such equity should be more than any loan or total loans to the business at the time of formation. And the law is well established that formation is the relevant time to for assessing “adequate capitalization”. Since we have many clients with very high net worth and same concern, we do offer a credit line (from one of our corporations that hold millions in assets and cash) and we show that the credit line is secured against your LLC in WY with special wording to show that at the time of formation, the credit line was extended and secured against your capitalization amount. We keep this credit line documents and formality for 24 months, and then we cancel the credit line. I remind you that over capitalization have never been the issue in the legal sense and there has not been a court case challenging over capitalization. While the credit line will not be used by your entity, it does establish that your WY LLC had enough assets securing the promissory note and justifies such a valuation and large yet appropriate capitalization when forming the entity. 20) What is I have a bunch of investment properties and one of them in particular is upside down. If I try to do a short sale, my attorney told me they would go after my other investment properties that have equity, even though they are in different entities. What should I do now? (Btw my attorney had told me to separate everything in different entities etc. but that strategy does not work when you default and they can go after everything anyway!)We will answer this from the technical not legal standpoint. Please check with your state law and see how much disclosure you must give your bank. But here it is:The WY LLC could be formed now ASAP while you are still making the payments and are in good standing. You will capitalize it by creating a Promissory Note in the aggregate value of your equity in your other holdings. You will then record liens against those other properties (that have equity) and then continue making your payments on time for at least the next 12 months. After which point you should contact the bank on the upside down property and discuss the short sale option. I realize that making 12 more monthly payments is painful, but if you want to keep all your other equity in the other properties then you need to do it. The bank will first verify if the property is really under water (meaning loan is higher than value), then if they decide to go after your other assets, they will quickly realize there is no equity there and liens have been recorded over 12 months prior, so they will work out a good modification of payments, a short share or a settlement of some sort for the specific property in question. Please check with an attorney to make sure you would not run afoul with the law in your state regarding this strategy.21) You had mentioned previously that this asset protection could be used as a prenuptial agreement without “asking the soon to be spouse to sign for a prenuptial agreement? How does that work?If you do not want to him/her to sign a prenuptial agreement, but are concerned about the remote possibility that you get into a divorce situation, and he/she goes after your assets, here is what you do before you get married: Figure out your total equity, set up the WY LLC and capitalize it by creating a Promissory Note for more than your equity, you will then record the liens against your assets and will the LLC certificate of ownership to your loved ones or even your spouse to be if you want. The key thing is you will remain in full control and if done before you get married you do not need his/her signature on any of the documents. 22) What is I am already married? Is there a strategy with your asset protection structure to protect me like a postnuptial agreement?If you area already married you can split the assets based on the equity values 50/50 or whatever percentages you agree upon. Then we set up 2 WY LLCs, one for you and one for your spouse. We capitalize the entities based on the percentage of equity values you have decided and then each of you will have the promissory note and liens recorded with separate ownership certificates. It is like a TIC structure of real estate but this is for all of your assets. If you divorce or die, you can have your certificate of ownership with your assets go to whomever you choose. 23) What if I have your asset protection structure and now I want to file bankruptcy, because my business has gone upside down but I want to keep the equity in my properties because I am too old to start over?When it comes to Bankruptcy laws, things have been modified as of a couple of years ago and all the courts require is that you had been set up with this asset protection structure for at least 2 years prior to filing the bankruptcy.You will get to keep your assets since there will be no equity showing even though you will show on all court documents that the liens are to your LLC. The key thing is timing and it has to be done at least 2 years prior and you must always disclose in full all your assets. Please send us any questions you may have regarding Asset Protection and we will do our best to answer them in this section as we update it as often as we can.