Nevada Corporation Strategies

Mortgage-re-financing

North American Companies,

July, 2006
California Investors Acquired Proven West Texas Oil and Natural Gas Reserves.
Today North American Companies announced it has closed on the purchase of the Kerrville based Oil and Natural Gas company. The partners Peter Woodard and Michael Llamas announced that they intend on drilling on the 27,000 acre as soon as possible while reworking existing wells. The proven reserves at the time the partners had contracted to purchase the company was at $29.00 a barrel and was worth in excess of $3 Billion Dollars according to the study conducted by Nova Resources, a leading Certified Petroleum engineering, exploration and geological firm located in Dallas Texas. Calculating that into Today’s Price of $69.50 a barrel, the reserves are worth nearly two and a half times that amount. The Partners today announced that they will privately finance the company without any outside capital. The partners have kept local Oil and gas Entrepreneur Crag Vankirk on as President of the company. Mr. Vankirk said today that he is “Pickled that the oil market has continued to rise steadily over the past few years and at a costs basis of less than $10.00 a barrel for us to produce ,We cannot afford to sit back at prices like this, who knows how long prices will remain this high”. Craig also stated that the company is actively looking for more properties and production packages to acquire.
For more information please contact Craig Vankirk at Cvankirk@casoilandgas.com

November, 2005
Real Estate Handy Capping!
Foreclosure and Trustee Note Buyers Michael Llamas and Peter Woodard announce today the purchase of over $50,000,000 in California distressed real estate this year, and at a time when properties are increasing a double digit number per quarter. What makes this a great story is not the number of properties Michael and Peter have been able to acquire but how they have been able to acquire them, the background of their team, the partners, the timing of the market, and the story of how the partners came together and started purchasing distressed real estate in a market like this when distressed undervalued deals are unbelievably hard to find and purchase at any significant discounts. That makes for hard Work!
To start this story off Peter Woodard has been a principal of an international produce brokerage, supplier, shipping company, grower and contract seller for over 25 years. He has also for the past 25 years purchased real estate privately. He is a strong minded, reserved and seasoned businessman. Michael Llamas is a young, witty, deal maker with an eye for a great buy. Michael has spent the last few years purchasing foreclosures and trustee sales with family and since then has amassed quite a track record for himself. He acquired his first property less than a year outside of high school. Peter was one of Michael’s first partners and since acquiring their first property together, have set out to change the way real estate is purchased. The two call the process “wholesale” with a handy cap! A term not too often used when talking about Real Estate. They call it wholesaling because every deal they purchase has to have enough of a discount so they can afford to sell the property at 10-20% below the current market value, and they call it handy capping because they have to take into consideration all of the variables that can affect the purchase, the remodel, the hold, the sell then they discount their purchase to reflect the necessary costs associated with the different sales and hold strategies.
I find it fascinating that in a market this fast paced, with values continuing to increase as fast as they have been, that the pair continues to sale, their properties at below market prices. When asked why they sale the properties below market price Michael stated “were risk adverse and we want to have a guaranteed exit for our homes right away, we don’t want to hope for someone to purchase our homes, we want to know, that’s why we purchase properties at large enough discounts and sell them at a Wholesale price, and we call that Wholesale with a handy cap.”
After looking at the properties they have been able to purchase, I need to evaluate the way I have been buying!
-P.Singh

August 1, 2006
Property Line to Invest in Clarion Hotels.
Real Estate and distressed opportunity company, PLI to invest in Clarion Hotels in San Jose California. The company is led by Partners Michael Llamas and Peter Woodard. The partners have agreed today to capitalize the local Hotel Chain and its San Jose based holding Companies Rosemary Land Co, Delta Hotel Group and other related entities with the necessary capital to expand the company’s position into three additional properties. Delta Hotel group owned by Noor Billawala was unavailable for comment. The Hotel group per public record has 6 properties in the Greater San Jose area consisting of several lots parcels, a golf course and driving range and hotels. The portfolio is estimated to be valued in excess of $300 Million Dollars. The PLI Partnership said today that the Hotel Groups position on their assets is all in areas with tremendous growth and have little leverage. PLI plans on acquiring additional positions in the company as well as the surrounding real estate parcels.

March, 2007
Tahoe, Nevada
Heavenly Ski Resort Condominium Projects to be acquired
Today LW Premier Holdings announced it has reached an agreement to acquire a condominium project in the Heavenly Ski Resort, located in Tahoe Nevada. The company owned by North American Companies principals Peter Woodard and Michael Llamas plan on selling the units over the course of the next few months. The project was acquired for just over $4 million dollars. LW Premier plans on selling the units below retail market value in order to sell the units over the next few months and create demand. The company said it currently has sales reservations on half of the units prior to the closing. LW Premier Holding specializes in the acquisition and repositioning of distress real estate throughout the United States.
To contact LW Premier Holdings please email Arleen@LWPremier.com

December, 2007
Phoenix, Arizona
California Based distressed real estate Buyout Company to acquire a rolling option on Mountain Canyon Condominiums in Phoenix Arizona from Florida based Sunvest Communities. LW Premier Holdings signed a contract to acquire the remaining units located in the exquisite Mountain Canyon Condominium complex today. The deal worth over $17 Million dollars is set to close in several phases over the next few months. LW stated that the market is right to acquire projects that allow you to reposition them for Wholesale liquidation. LW is actively acquiring options on well positioned projects over the next few years in anticipation of a softening market. LW said that it has presold the first phase of its acquisition to wholesale buyers and anticipates doing so on the subsequent phases as well. LW Premier Holdings is a subsidiary of North American Companies of San Francisco, which is owned by Michael Llamas and Peter Woodard.

Founding Partners

Peter Woodard

President and Co-Founder

Steven Llamas

Co-Founder

Michael Llamas

Chief Executive Officer and Co-Founder

Legal Department

Michelle Sides, Esq

Vice President and General Counsel

Executive Team

Peter Woodard

President and Co-Founder

Michael Llamas

Chief Executive Officer and Co-Founder

Michelle Sides, Esq

Vice President and General Counsel

Zion Jerge

President of Acquisitions

Managing Partner, Regency Capital Partners

Vernon Darrimon

Vice President, Business Development

Managing Partner, North American Acquisitions

Kim Carranza

Operations Manager

Steven Llamas

Co-Founder

Gary Ciampi

President, Montgomery Stone

Acquisitions and Dispositions

Neil Malkin

Business Development

North American Exchange

Michel Piette`

Principal, President of Finance

North American Finance

Abderrazak “Abdou” Boughanmi

Senior Partner

North American Partners

Dana Wolfe

Director Of Operations

North American Partners

Laila Merchant

Acquisitions Manager

South East Division

Michael Zuliani

Principal

North Rock Holdings

Lance Burt

Principal

North Rock Holdings

Bruce Christy

Director

North American Acquisitions

Jayme Moffett

Director

North American Global

Lloyd McFarlin

Director

North American Global

For more more information on the executive team or individual biographies please email Legal@northamericompanies.com

Contact

Thank you for taking the time to visit North American Companies corporate website. Below you will find North American Companies office locations and Contact information.

Corporate Offices

North American Acquisitions

425 Market Street, 22nd Floor

San Francisco, California 94105

Telephone: 1-877-80-NAACO

Facsimile: 1-866-763-6414

11501 Dublin Blvd, Suite 200

Dublin, California 94568

Telephone: 1-877-80-NAACO

Facsimile: 1-866-763-6414

North American Finance Co

1000 de la Gauchetiere, Suite 2400

Montreal, Quebec, Canada H3B 4W5

Telephone: 514-448-5030

Facsimile: 514-448-5101

North Rock Holdings

6260 S. Rainbow Blvd. Suite 100

Las Vegas, Nevada 89118

Corp Office: 1-877-80-NAACO

Toll Free: 1-877-415-2111

Facsimile: 702-314-2811

For mailing addresses, Overnight Service, or Service, please call for instructions. Some locations will not sign for delivery.

http://www.michaelllamas.com/

http://www.northamericompanies.com

RSS feed: http://www.michaelllamas.com/index.xml

Positioned for Takeover

Some Juniors are More Keen than Others for a Partner or Buyout

By Melissa Pistilli, Resourcex.com

The female lion, when attempting to attract the attention of the male, adopts a seductive position: belly pressed hard to the ground, hindquarters prominently displayed, her tail swept anxiously to the side. In the animal kingdom this tempting act is known as â??presentingâ??. While the actions of most junior exploration companies are not as base as this, some are keen to position themselves to best expose their assets if the right partner comes along.

The large financial burden and necessary experienced management involved in taking an exploration project to full production makes such mergers a natural and economically wise decision. The playing field has changed dramatically since many of the larger companies like Barrick Gold Corp. or Tech Cominco were first breaking ground.

â??Itâ??s a very different process,â? said John E. Watson, CEO of Pan-Nevada Gold Corp. â??The small minor canâ??t do it anymore. If youâ??re going to compete in that universe you have to be able to compete on a level footing with [the bigger companies]. You need an operation thatâ??s big enough and sophisticated enough so that you can attract the right kind of people to operate it.â?

Last Thursday, after only four months of takeover negotiations and a near unanimous vote on March 27, Pan-Nevada Gold became a fully owned subsidiary of Midway Gold Corporation [MDW: TSX V.]. Both Watson and Midwayâ??s President and CEO, Alan Branham have described the acquisition as mutually amiable. And it certainly is mutually beneficial, as well.

Two of Pan-Nevadaâ??s properties are conveniently located near Midwayâ??s Spring Valley and Midway projects. The Pan Project reported over 500,000 ounces in a 43-101 compliant resource report released February 8th of this year. By acquiring full ownership of Pan Nevadaâ??s assets, Midway has a larger resource base along with various opportunities for quick exploration and further expansion. The former Pan Nevadaâ??s shareholders will gain 28% of one Midway share (trading at $3.36) for every Pan Nevada share held (trading at $0.84). And with that comes the benefit of security that a larger more stable company has to offer.

The old real-estate adage â??location, location, locationâ? applies in the mining business, too. International PBX Ventures [PBX: TSX V.] is one junior exploration company whose location may be one of its prime advantages. PBXâ??s Chilean Copaquire property is positioned on the productive west fissure which supports some of the worldâ??s largest copper-molybdenum porphyry mines. But it is not only its geological location that makes it a clear takeover target. In a classic case of â??closeologyâ?, Copaquire is fortuitously situated between several industry heavies.

The Collahuasi mine, owned by joint venture partners Xstrata, Anglo American, and Mitsui & Co., is about 20km to the east of Copaquire. The Quebrada Blanco mine, operated by Aur Resources, is 15km to the south east. Teck Cominco owns property immediately north and east of Copaquire. To the west lies Rio Tintoâ??s Escondida project.

Gary Medford, President and CEO of PBX, says that, regardless of the obvious fact that â??thereâ??s a good chance a much larger company will be interested in taking a run at itâ?, PBX is moving ahead to put the property into production itself. â??The first thing is to define our resource on the property,â? he said. Currently, two drill programs for molybdenum on the Cerro-Moly Molybdenum zone are in progress. Last year PBX completed drilling of a leachable copper deposit on the north side of the property and is waiting for a 43-101 resource report.

The cost of bringing a project into full production today is economically unfeasible for many juniors and most hope to catch the eye of a larger company some day. But successful companies donâ??t make this their primary focus. Bill McCartney, CFO of Dynasty Metals and Mining [TSX: V.DMM], says basing your whole business plan on setting yourself up for takeover is â??a failing strategy.â? Dynastyâ??s objective is to build a successfully operating company with a valuable resource. Of course, meeting that goal will most likely attract an acquirer. â??But thatâ??s not our primary objective,â? said McCartney.

On Monday, Dynasty announced it had â??received the last of the necessary permits from the Ecuador Ministry of the Environment to construct and operate a mill capable of processing 500,000 tonnes of ore per annum at its Zaruma Gold Project, in southern Ecuadorâ? (April 16th news release). The mine will be the first operating large-scale mining facility in Ecuador.

This success is sure to attract attention similar to that now experienced by Eland Platinum [JSE:ELD]. The companyâ??s South African Elandsfontein Project is within a year of production, has 15 million oz confirmed, and the capital necessary for development. Last Friday, Eland released a â??cautionary announcementâ? that it was in â??negotiations which, if successfully concluded, may have an effect on the price of the companyâ??s shares.â?

According to Investec securities analyst Leon Esterhuizen, these conditions have made Eland an attractive buyout target.

Bill McCartney feels construction of the Zaruma mill will certainly attract the same sort of attention. â??It would be a contributing factor if someone was seriously looking at us,â? he said.

For small companies with the inability to raise the millions needed to move a plant into production and a lack of in-house experience, the idea of a takeover becomes a more viable option. But Dynasty is confident they have what it takes to move their project into production on their own and donâ??t view the heavy financial costs as a major impediment. â??In our case,â? says McCartney, â??we have a very high grade deposit [and] low capital costs. We have the experienced in-house to do it.â? Later he added, â??If we can develop our own projects and make them profitable why would we want to give it to someone else?â?

Of course, even successful companies like Dynasty with the ability to produce on their own wouldnâ??t pass up a great offer from a larger company, especially if the trade-off is more valuable shares for their shareholders.

Willis Carrier Enabled Arizona To Develop, Expand and Prosper

In 1902, Willis H. Carrier, a recent Cornell University graduate began work in a New York print shop for the princely salary of $10.00 per week. Bright, eager, ambitious and curious, Mr. Carrier fully immersed himself in all aspects of the burgeoning American printing industry. His interest in printing, and solving problems endemic to the industry, inadvertently have resulted in the population boom in states like Florida and Arizona.commercialization  and mass availability of air conditioning.consulting firm, Duquesa Marketing, reviews hundreds of new product and invention submissions each year. Most of course, do not possess the wonderful utility of a product such as air conditioning. Nevertheless there are wonderful lessons for product developers  to learn from stories such as Willis Carrier’s. The road first taken is usually not the route we wind up taking to success. Many products meander to successful mass-market commercialization. opportunities to commercialize  and maximum your ideas, concepts and inventions. They are all around you.

Mr. Carrier’s boss, the owner of the printing shop, was constantly lamenting the difficulty he experienced with stabilizing ink, paper formatting and application of typeface to paper based on temperature and humidity swings. The printing factory of the day was innately a warm, muggy environment as the machines were large, dirty and generated immense amounts of heat. Humid summer days further extrapolated the difficulties of the printing process. The result was inconsistent print quality and many jobs had to be redone at loss of profit.

Mr. Carrier was vexed by these problems and began to reflect on potential solutions. One evening, while waiting in the fog for the train to commute home, he had, as he described, “a mental vision” of how to solve the problem of heavy, moist, humid air which hampered the printing process and made life miserable for people during humid, torpid summer days.

Mr. Carrier’s solution was based on a simple realization and study of weather patterns: cool, wind, water, fog and seasonal adjustments that Mother Nature seemed to make on cue. His theorem, which was presented to the United States Patent and Trademark Office in 1906 in his patent filing, narrative and art, contained the first description of a workable prototype for a spatial air conditioner.

The original “centrifugal chiller” was not called air conditioning for several years. Mr. Carrier worked for several more years to commercialize his invention, and in 1915, with several investors having contributed $35,000, he started the Carrier Corporation. 2007 sales were in excess of $5 billion.

Willis H. Carrier created the air conditioning system with intended applications for wide industrial placement and usage. Medical products, food preparation, cosmetics, transport of spoilable products and finely calibrated machinery were a few of the markets and industries that Carrier initially targeted. The idea of using the new air conditioning system for personal comfort did not take hold until 1924. In that year, the original J.L. Hudson Department Store in Detroit installed the system and shoppers flocked to the store.

In the early 20th century Henry Flagler was building the first railroad system through Florida. At the time Florida was a relative backwater, sparsely populated, remote, with little industry other than citrus groves. The heat and humidity in most of the state was oppressive for most of east year. Mosquito’s and insects were oppressive. Windows had to be kept open to circulate the vapid, humid air.

Mr. Flager dreamt that some day Florida, Palm Beach, the Keys and Naples, would become world class resort destinations. He just needed to be able to safely; and comfortably transport visitors to the resorts he was building, and have them enjoy the wonders of Florida sunshine while the rest of the country was suffering from the winter blues. What to do about the bugs and humidity?

Arizona, much of Texas, New Mexico and Nevada were climatically challenged in different ways than Florida. Oppressive heat, no or little humidity and vast arid plains and desert made these states very difficult places to comfortably live for all but the heartiest few. Industry, technology, population growth and tourism were not likely to occur in such uninviting environments.

Henry Flager saw his opportunity to pioneer the rapid development of Florida immensely enhanced by the invention of the “centrifugal chiller”.

Finally, his vacationers could spend their days in his tourist palaces in splendor and total comfort. The air conditioner enabled people to visit and enjoy Florida, and, upon returning home, spread the word about the beaches and opportunities to live in such a place. The stampede to relocate to such a suddenly inviting locale would have been unthinkable without the invention,

Arizona and much of the southwest would still be Indian reservations, cactus and scrub ranches without Mr. Carrier’s invention. The mass migration of population to these states in the second half of the 20th century would have never been possible. Can you imaging Las Vegas without air conditioning.

Willis H. Carrier invented his air conditioning system to enable industry and manufacturers to function more efficiently. As so often happens, however, the device was adapted in ways that benefited the population in many alternative uses. Cars, planes, and trains were air-conditioned and the result was that long distance travel could be comfortably enjoyed for the first time in history. Arid and tropical environments around the world became hospitable.

Industries that we take for granted today could never have evolved without the ability to control excessive heat and climate. A silicon computer chip manufacturing facility creates huge amounts of heat that must be controlled. There could be no modern computer industry without air conditioning. The bio-technology, nano-technology, pharmaceutical and laser industries would not exist with Willis Carrier’s invention.

My marketing,

The next time you walk inside on a hot summer day, remember that the blast of comforting cool air you feel was originally meant to enable printers to more productively place ink on paper. Keep your mind open and eyes focused for alternative, hidden

Which Business Structure Is Best For You?

The type of business structure you organize for your new enterprise is greatly determined by your personality, realities, needs and experience. Millions of people in the United States never enter into any type of formal business structure. This includes the bulk of the black or underground economy. 

It is estimated that the underground economy consists of about 10% of all commercial activity in the United States. This includes legal and illegal activities. A kid cutting your grass for $20 is technically working black. The handyman that repairs your patio for cash might be working black. Drug dealers are definitely kingpins of the underground economy. 

Entrepreneurs should not want to work black, but should seek to be totally transparent for many reasons. The reason a person typically seeks to become an entrepreneur is to maximize the opportunity our capitalist system offers each person willing to try. This means playing by the rules, competing and pursuing success utilizing every available legal tool. The opportunity to sell a successful entrepreneurial business is almost zero without complete books, records and tax returns, typically details that underground business works hard to avoid.

 I recommend any new entrepreneur seek consultation with an attorney familiar with the laws and regulations of the state, county, city or township of your residence. Even if you are planning to run your enterprise as a sole proprietorship, there are local zoning laws, restrictions on business activity, public announcement requirements, DBA (Doing Business As), fictitious name ordinances, etc. Do not try to avoid the pesky forms and filings required in most localities. If compliance is a hurdle for you, then success prospects for you as an entrepreneur are probably slim. 

Your investment in the attorney consultation will pay for itself. You can go online, or visit the business section of the local bookstore and find just enough information to get yourself in trouble in these areas. Occasionally, I meet an entrepreneur that did not consult professionals, and has everything in order. This is very rare. More often, I meet shortsighted dreamers trying to cut a corner and save a few dollars. Professional help will save you time, money and mistakes. 

Here are the most common business structures that entrepreneurs have access to when formalizing their new venture. 

Sole Proprietorship 

This is the most commonly utilized structure for new, small, startup business ventures. Essentially, the proprietor, you, the entrepreneur, announces that you are working alone. The sole proprietor accounts for all income from sales as personal income and is responsible for all debts incurred by the enterprise. Personal and business funds are often commingled in this structure and need to be identifiable for tax purposes. There is no formal corporate entity, but you must adhere to all local laws and statutes. A Federal Identification Number is not needed (use Social Security Number) when filing taxes. 

Partnership 

When two or more people decide to enter a partnership, they basically agree to enter a form of marriage. We all know that marriages can get messy. Partners must minimize any possibility for a messy divorce by creating a partnership agreement that details what each partner brings to the opportunity (investment, sweat equity, intellectual property, etc.). Also, the partners responsibilities (silent, working, sales, marketing, production, etc.), and an agreed split of income, profits and harvest, as well as liabilities and losses. 

I like, and often recommend, a partnership for young entrepreneurs with limited, narrow experience. Operations experience often does not translate to sales and marketing for instance. The only imperative is that there are no surprises after the enterprise succeeds, or fails. This when a cloudy division of liabilities or profits often becomes problematic. 

Limited Liability Corporation (LLC) 

Again, there are “do it yourself” methods of creating LLC’s. Use an attorney. I am no friend or fan of the legal profession. I am not a lawyer, either. I just know from experience that this is difficult: and often a contentious area of law that requires expertise.

An LLC limits the owner’s exposure to some losses. The LLC also enables the owner to treat income beneficially for tax purposes. Professional legal and accounting assistance is really important in establishing the LLC in a proper legal format.

Corporation

The Corporation offers the most comprehensive protection for the owners. Losses accrue to the Corporation, in most cases. The Corporation assumes the role of a person, even though abstract. A Corporation requires the filing of Articles of Incorporation in a state. Consult an attorney for advice on which state to file this document. Nevada offers secrecy. Delaware is most popular for large corporations. Each state has different fees and requirements. Get good help!

The Incorporation requires a fair amount of housekeeping. This includes appointing a board of directors, keeping meeting minutes, issuance of stock, etc. Many startups convert to corporate status after achieving some amount of success.

There are other intricate options, trusts and arcane structures available. However, for 99.9% of all entrepreneurs the four discussed here offer the best vehicles for properly structuring a new business. Approach each with the goal of maximizing your income and minimizing your time commitment to housekeeping the entity you choose. Remember: in order to be successful as an entrepreneur will require every scintilla of your thought, work and creativity to be concentrated on your project.

Series Llc: Where Angels Fear To Tread

There’s a lot of talk about Series LLCs. More and more people are wondering if they’re a smart idea. The short answer is that they aren’t – they haven’t been tested, giving them limited applications if they have any at all.

First, some background. LLCs alone are an excellent structure for many different uses. For instance, they work well as a method of holding high dollar assets like real estate. If you own commercial or rental property, it’s important that you hold title to that property in an entity. If this entity (most likely an LLC) is run and managed properly, it can protect you from any personal liability.

Many people own a number of different investment properties. They want to protect both their investments and themselves by placing them into one or more LLCs. The task then is scenario, every investment is held under a different LLC. That’s not a popular answer for people who have lots of investments, but it’s built on sound reasoning. Think of LLCs as giant shoeboxes. As many investment items as you like can be placed inside, but they’re all at risk if something happens to the box. If a lawsuit happens, every investment you’ve placed into that LLC will be in danger.

The solution is to separate your investments. Ideally, you should use a separate LLC for each one. If you can’t, be sure to examine the equity you have at stake in every investment along with its liability potential. Then group them in LLCs accordingly. As an example, it’s not a good idea to include a single family beach front rental in Maui in the same LLC as a duplex on the wrong side of town. You may have several thousand dollars of equity stored in the house on Maui, which is placed at risk by including it in the same LLC as the rough edged duplex. Keep them separate. However, if you own three single family homes in Idaho, each within about twenty thousand dollars of equity, you might feel that placing them together is an acceptable risk. But that segregation strategy can get expensive.

If you have ten properties, using ten different LLCs might seem confusing and costly. Series LLCs seem to provide a solution as statutes in certain states allow you to create separate series within a single LLC, the debts and liabilities of which are only enforceable against that series. These laws allow LLCs to establish separate series of interests, members and managers, giving them separate duties, powers and rights. Those include the rights to profits and losses with respect to specific property and obligations. In states that have this kind of enabling legislation, each series within the LLC works as a separate entity under state law. This is why many people are attracted to series LLCs – they theoretically have the ability to shield property in different series from liabilities incurred in or against one another without paying state fees for multiple entities. This means that an LLC containing two properties can choose to place each into a separate series, so that liabilities from one can’t cause problems with the assets of the other. (Remember the same effect can be created using two different LLCs to hold these two properties.) Many people prefer series LLCs because at first glance they appear to be cheaper to set up. However, this assumption is false. It’s actually more complicated to set up a series LLC, making it more expensive than the basic type. In California you might find a series LLC appealing because the Franchise Tax Board charges an annual fee of eight hundred dollars for each entity. Many people think that setting up a single series LLC means paying only one fee in California. However, the Franchise Tax Board takes the position that each series counts as its own LLC for fee purposes, meaning you’ll have to pay the same whether you set assets up in series or in their own separate LLCs.
The biggest problem with series LLCs is that many states (including California) don’t have series legislation and may choose to ignore the laws of the state where the series was created. That’s because you’re subject to their rules when doing business in their state. The example of the attitude of the California Franchise Tax Board applies to fees, but liability protection is also an issue. Since series LLCs are so new they’ve never been tested by courts, even in the states that permit them. That means there’s no guarantee that limited liability protection will be extended to each series until every state rules on the subject. It’s hard to see how a court would choose to grant this kind of protection inside one entity, and only time will tell if courts will do this. But do you want this type of uncertainty when you are trying to protect your assets?

Again, one should be concerned about how series LLCs will be treated by the states that don’t have laws permitting them. If you set up a series LLC in Nevada then register it as a foreign entity conducting business in the state of Massachusetts, each series in the LLC own a separate piece of property. If there’s a lawsuit in regards to one of these properties you can’t be sure that the Massachusetts court will honor the series structure of the LLC, applying Nevada’s law to the real estate and activities that are located in Massachusetts. If they do, the claimant can collect only against the property in that series. If they don’t, the claimant can collect against the properties in other series as well. States are expected to give full faith and credit to legislation of other states, but the answer is uncertain. Exceptions do happen. It is also important to note that the American Bar Association did a review of series LLCs and declined to endorse them. You can be certain that future court cases will take note of this development.

Since the laws about creating series LLCs are different in every state that permits them, it might take a long time before enough case law is accumulated to give us any level of comfort about using them. If you want to make sure your assets have good, solid protection, it’s a much better idea to avoid corporate structures that don’t provide reliable protection. Avoid series LLCs as a form of protection until a definitive case law is established and rely instead on known, tested entities such as individual LLCs.

Organize the Business Structure That Is Right for Your Opportunity

Every business requires a structure that will withstand necessary legal and governmental scrutiny. The choice of how to organize a new enterprise should be made based on the needs and capacity of the owner(s) to maintain and detail the records, history and finances of the business.

Many simple service businesses are set up as a sole proprietorship. The lawn service I utilize is a sole proprietorship. I make out the check in the name of the person providing the service. If I do not spend over $600 per year with any sole proprietor I am not required to fill out tax form 1099 and provide the information to the Internal Revenue Service and the service provider.

The sole proprietorship is the method of structuring most entrepreneurs utilize when starting out in a small-scale commercial venture. This works if services provided are simple, of relatively small transaction size, small inventory required and there is no need for hiring and paying employees. As sales grow and the need to expand becomes apparent the entrepreneur will probably want to consider a more formidable structure.

Here is my advice when considering the business structure best suited for your business, based on present and future needs: consult an attorney. Taxes, investment vehicles, partnering, harvesting profits, incorporation options, and depreciation or only a few of the areas of concern a new business may need to consider and decide upon. A business attorney will have expertise in every area of concern and can construct the most appropriate structure for your business and personal needs. The ability to memorialize in precise legal documents the exact terms, conditions, and responsibilities of all officers and/or share holders in the company is invaluable when disagreements occur.

The importance of written agreements and contracts, signed by all parties to the transaction, cannot be overstated. No one ever enters into a business situation if they are 100% sure it will fail. There is always an air of confident expectation that the business has a good chance of success and will ultimately prosper. Unfortunately, there is always a significant chance that results will be disappointing and disagreements will occur. Make sure that all parties to a deal have a full awareness of the business structure they are participating in.

Oral contracts and agreements have been upheld in courts. However, they are much more difficult to enforce than properly written and executed business contracts. Do not leave important details to chance. Have proper documentation on hand for the protection of all parties.

Partnerships, limited partnerships, limited liability corporations, and corporations are popular vehicles for housing the legal structure of a business. Each has benefits and liabilities, depending on the needs and requirements of the business owner(s).

A partnership can be useful when several parties bring complimentary assets to a venture. One partner might have a patent that represents a commercial opportunity. Another might have investment resources they can bring to bear. Yet another potential partner has specific management experience to contribute. 

I have entered into several partnerships in the past with mixed results. If there is a bit of advice I can offer to potential partners before they start it is this: have full agreement on how to harvest profit/loss when success/failure occurs. One partner wants to grow and mature a business, while another wishes to cash out after a few years and this is where the seeds of destruction are sown. Goals, as well as duties and responsibilities must be fully transparent.

The Limited Partnership can be an excellent opportunity for the entrepreneur wishing to put capital to work, but not physically committing to work on a project. Typically a General Partner will manage the business, and the Limited Partners provide the pool of money required in funding a business. Usually units of a Limited Partnership are sold in equal dollar amounts. Be sure and read the deal prospectus carefully and skeptically. In addition, be sure to familiarize yourself with the laws of the state where the business entity will be domiciled as the various states have different laws in this area.

A Limited Liability Corporation is a relatively new corporate structure that offers many of the advantages of the corporation and the benefits of individual tax rates. An attorney will be able to advise if the Limited Liability Corporation is appropriate for your particular needs.

A Corporation is the vehicle that requires the most care and maintenance, as well as providing maximum personal protection. A Corporation is ostensibly a legal entity that acts as if it were a person. Losses are incurred by the legal entity of the Corporation, not by the shareholders of the Corporation. Assets of an incorporated business are property of the Corporation, not the individual shareholders. The owners of stock in the Corporation enjoy benefits based on the number and class status of their shares. 

An attorney can advise the best state in which to incorporate based on your anticipated needs. Nevada is the best state for secrecy. Delaware is excellent for transparency and resolution of disputes. Some states are more business friendly from a tax and regulation standpoint and all of these areas must be considered before filing for incorporation.

A Corporation will need to be assigned a Federal Identification Number in order to open a bank account at any financial institution in the United States. The Federal Government utilizes this number when tracking tax, financial and employment data on every incorporated business.

The Articles of Incorporation, annual meeting minutes, a board of directors, corporate fees and filings, state compliance and filing local, state and federal tax returns require a detailed, and potentially costly execution of corporate governance. In addition, stock certificates must be appropriately accounted for and capitalization requirements met and maintained.

Be realistic when choosing the business structure that will offer your fledgling enterprise the most useful features based on present and future needs. Many people file for incorporation, then realize they do not need the hassle of maintaining detailed books and records. Use the business structure that enables you to legally perform every obligation required, while allowing you to be a slave to your business opportunity, not a slave to your corporate structure.

Asset Protection in the USA

Introduction – When we surf through the web we see many entities selling American Trusts, Corporations and other structures that they consider to be asset protection strategies. These run the gamut of corporations in the states of Wyoming, Delaware or Nevada, trusts of various types in different jurisdictions and other structures all based in the USA.

What is wrong here is that nothing in the USA can protect you from an aggressive judge who feels your assets should be seized to satisfy some sort of debt or perceived debt. You are subject to the mercy of any Judge who may or may not be following the law. Now if the Judge over steps his bounds you are faced with paying massive legal bills to correct the situation in the appeals process. Your odds of winning an appeal are probably under 1%. Ask some of these law firms that do these asset protection structures what their rate per hour is going to be to try and protect your assets if they come under attack from a financial enemy of yours. Figure on rates starting at $325.00 per hour (very low) and going up to $1250.00 per hour for a partner in a top–drawer law firm in the USA. Ouch.

So the point is judges do not always follow the law in this country therefore no asset protection structure is going to be very protective. Litigation in the USA is too prevalent and expensive to allow one to comfortably use this jurisdiction for asset protection. The legal expenses of defending the asset protection structure can wipe out your assets. If you locate your assets offshore the odds of ever having to defend them against a financial adversary are miniscule.

USA Private Detectives – Now we can talk about private detectives in America getting bank information, credit card information, phone records etc. Go look at the ads on the Internet and call these private detectives up, they even take credit cards. The credit card fraud perpetrators use these people to get dossiers on potential victims they are going to fleece through an identity theft scam, and they even use stolen credit cards to pay for the files for their next victims. They will get your bank statements, cell phone statements and bills, phone bills and records, credit reports, driving records, public records – just about anything you wish to pay for. Big law firms have retainer relationships with private detectives.

We can also go on to discuss identity theft from security violations perpetrated by private detectives concerning bank accounts, credit cards, public records. If you vest your Panama real estate in the name of an anonymous bearer share corporation how could that possibly help someone do an identity theft on you? If your bank accounts were covered by bank secrecy laws wouldn’t that help insulate you from identity theft? If your credit card came from a bank under bank secrecy laws wouldn’t that help protect you? Panama is a much safer place legally and practically.

Confiscation of Funds and Assets – Next problem is civil court ordered pre–trial confiscation of funds. This can happen in a civil matter such as divorce. Remember any judge on a Federal, State, County or City level can pretty much get at any asset located anywhere in the USA. Usually this is a temporary hold or confiscation pending some court date but could be permanent in theory and/or practice. They usually refer to these actions as liens, levies, seizures, garnishments, attachments, and even injunctive relief. The terms vary with the jurisdiction. In the USA some government agencies can confiscate funds without taking you to court, thus no trial, no being judged guilty by a court of your peers, no due process, no trial by judge etc.

There are other government agencies that would need to get a court order to confiscate your funds in a civil matter and other assets but the courts tend to listen hard to these agencies and usually give them what they want which is going to be your assets. There are no really anonymous corporations in the USA. There is no bank secrecy or privacy at all. There is really no secure way to protect your assets from confiscation from any judge for any reason the judge deems lawful in his or her opinion as a jurist. Sure you might be able to go to court later on after the confiscation and convince a judge to return all or some of your assets but with what funds are you going to pay for your legal defense since your bank accounts, real estate etc is now all frozen.

Now you have to convince a lawyer to take your case hoping he can get the judge to allow your money to be used to pay for your legal defense. These lawyers that want to confiscate your funds without you even getting to give any testimony don’t even want you to be able to pay for your defense. They will argue that they are so sure of winning it is a waste of money to let you use the funds to pay for a high–powered law firm. How can there be asset protection in this legal environment? The ONLY way to accomplish asset protection where the USA is concerned is to liquidate the assets and move the funds offshore where the money is placed in a corporate or foundation bank account, stock brokerage account or into real estate in Panama.

USA Civil Lawyers Methods – Let me explain what an Ex–Parte proceeding is to start off. It is a legal proceeding where one of the other parties is not present and probably does not even know such a proceeding is taking place, usually the defendant. Let us assume you “feel” you have a good case in a court of law against a person or corporation. You hire a reputable law firm and prepare a complaint with whatever evidence you may or may not have. Next you file a complaint but do not serve the complaint and at the same time file an emergency motion with the court for an Ex Parte hearing in the Judges chambers in private, before the other party even knows you are suing them. You basically tell the Judge that you feel you have an excellent chance of winning and you are most concerned that the defendant will attempt to flee with their assets when the lawsuit commences thus causing you irreparable harm in that the money damages you suffered will then never be recoverable from this alleged culprit who has never had a chance to say one word in his or her defense so far. You then ask the court to freeze the defendant’s bank accounts, real estate and other property of the defendant so the defendant cannot flee with the assets thus allowing you to recover your debt when the court rules in your favor, which you are so very sure, they will do. You of course post a bond to cover any damages in case you lose. This plays much better when you are using a large politically active law firm. Now it is going to be an unlikely event that you lose since your adversary now has all his money frozen so how is he or she going to pay for an adequate legal defense.

Essentially the victim (defendant) is suffering as if he were broke, all before he had a trial in court, and in this case even before he knew anyone is even suing him let alone having been convicted by a jury of his peers. Imagine you wake up one morning find all your bank accounts, stock brokerage accounts, and real estate all frozen by a court as a result of an ex–parte motion. Your cars, boats, planes have been towed away by the sheriff, all based on the allegations of some large rich corporation or plaintiff claiming you did something to them in a secret tribunal with the judge.

Secret tribunals are a very bad thing for asset protection. If the defendant argues that he needs the money for defense the plaintiff argues that it is going to be a waste of time and money to let the defendant blow money that should go to them on a legal defense, which will never prevail. They are arguing to prevent the fair trial by jury guarantees provided in the constitution and instead substituting in unconstitutional confiscation without due process and secret tribunals all of which are acceptable practices these days.

So now the defendant is essentially broke, how can he manage his business and retain adequate legal counsel? Mind you all of this happened without the defendant ever having a chance to defend himself in court. What if the plaintiff forged or falsified evidence against the defendant? This is one–tactic wealthy corporations and individuals employ against small business people that get in their way.

Don’t let your lawyer tell you this is rarely done. If it happens to you they will still insist it is rare. It is a common procedure in the USA just restricted to those who can afford to pay large law firms unscrupulous enough to do it. To your lawyer it may be rare because your lawyer doesn’t work in a firm with 750 other lawyers defending billion dollar conglomerates that routinely will spend a few million dollars on a legal case. Most of the Internet giants do this in their litigation; look up their court cases to see it happening. Government regulatory agencies have a very similar way of doing this in the court system as well. It operates slightly more openly but has the same effect – frozen assets before you get your day in court thus preventing you from operating your business and mounting a good legal defense since you have no money.

The Summary Judgment Scam – This is another one unscrupulous tactic lawyers use to get your assets away from you. They file a case in court and serve you. They wait the 20 or 30 days for you to respond. Assuming you respond with a denial or rebuttal against the claim they then file a summary judgment motion. The argument will be your defense is frivolous and you cannot possibly win and thus it is a waste of the courts time to allow this case to proceed to a full trial. It is a way to guarantee that you never win. They want the judge to summarily dismiss your counter claim if you filed one and summarily award the case to the plaintiff.

The more ethical use of this procedure is when the defendant is properly served and ignores the complaint. Thus the defendant is not fighting back so why have a full trial and waste the courts time and money. In a summary judgment you have no chance to confront witnesses against you, or be tried before a jury of your peers, not even a trail before a judge. No day in court for you. These summary judgment motions are nasty in that they in themselves are often unfounded and designed to make the defendant (you) spend money to defend against them. Sometimes in the course of a civil case there could be seven or eight summary judgment motions all of which are expensive to defend against. If the plaintiff decides to run up a legal bill by taking numerous depositions the defense could decide to ignore going to the depositions thinking these witnesses are basically irrelevant and thus saving money.

A dangerous game for sure but if the other side is taking depositions frivolously to run up a bill on both sides (common tactic) and one has limited funds you could still stay in the game by conserving funds and ignoring the depositions letting the plaintiff go to the depositions themselves. You could also ignore overly broad subpoenas served on the defendants or on witnesses. Rather than filing protective orders to restrict the discovery power of the plaintiff back to being on point you could elect to let them run wild on fishing trips to save money and you would still be alive in the lawsuit awaiting trial where you could win. The summary judgment motion cannot be ignored. To ignore it means an automatic loss for you. Technically if you had an ethical judge and you were defending yourself the judge would look at the summary judgment motion and protect your rights. While operating pro per (acting as your own attorney) may help spare you from a summary judgment your odds of winning at trial would be statistically extremely low, too low for wisdom.

Running Up the Legal Bill – Many lawyers practice this as an integral part of their practice in the USA. They bring the other side to their knees for a settlement by making the litigation very expensive. Forget the facts, the fight now becomes surviving the lawsuit long enough to make it to trial and thus pre–trial preparation is likely to suffer greatly. If you can’t keep paying the lawyers, you will not make it to trial (think summary judgment) and lose. The ways of them doing this are numerous. They must always appear to be legitimate in their quest for useful knowledge to help them make their case or the judge may award sanctions against them for filing frivolous motions (rarely ever awarded). The lawyers that practice this are expert at it since this is how they practice law. Below are some methodologies that are used to run up the legal bill for the other side. Of course these practices favor the one with the most money. Essentially with offshore asset protection we are reversing the game and making the plaintiff spend a big fortune if they want to chase your assets to Panama or Guatemala with little or no chance of success.

Excessive Discovery – All sorts of records are subpoenaed. Tons of witnesses are set for deposition. In one instance the large law firm set a witness for deposition every day for several months continuously, knowing it would shut down the small lawyers practice. He had to go to court and was fortunate enough to get the judge to limit the depositions to one per week but this dragged everything out much longer. All sorts of records are subpoenaed. This is to bait you to spend money limiting the discovery. All sorts of motions are made up. Some motions will have names never to be found in any law books. The large firms have databases of all sorts of motions they have gotten away with over the years.

Emergency Arbitration – This is a real gem. Here the plaintiff drags you and your expensive lawyers in to try to settle. Judges love this stuff since it can clear their calendar. If you are far from the court it can really run up your bill. Very wasteful way to get legal bills high.

Long Trials – Plaintiffs ask for many days for trial. This makes it harder to get on the calendar and drag things out longer so hopefully more discovery can take place, which means bigger legal bills. Courts have found ways to streamline litigation but lawyers have also found ways to get things perverted again so they can run up the legal bills.

Venue Shopping – Plaintiffs try to file their lawsuits in a jurisdiction that will be the most expensive for you to defend in or where they can have the best chance of winning due to prejudices based on the past rulings of the court. Courts and Judges do not like to reverse on themselves. There is even a way where they can file in a federal court for violation of state civil laws. Imagine that, sounds incredible to get a federal court to enforce a state law but have seen it done successfully. They do this to get a judgment that they can enforce anywhere in the USA and also to take advantage of the way the courts have ruled on sensitive issues in this district in the past. If you have to hire counsel thousands of miles away it gets expensive. Then add in all the travel time they can inconvenience you with like with their emergency arbitration, regular arbitration, and the 25 day trial itself for which your lawyer charges $3000 to $25,000 per trial day.

John Doe Lawsuits – Do you know what a John Doe lawsuit is? I will explain this unusual tool of legal chicanery that we know works in the USA.

Let us say you are a large billion dollar corporation and you feel you have been harmed in some way but are not able to identify the party or parties responsible for the tortuous act. Say someone has been violating copyright protected material of yours by distributing it for free or for gain. You file a lawsuit in Federal Court against John Does 1–99 stating that you will identify the actual defendants, as their identities are uncovered in the course of discovery. You send a law clerk down to the courthouse and he has the court clerk officially stamp the lawsuit and now this lawsuit is live. OK now you have the subpoena power of the federal court at your disposal and there is no opposing counsel to block your subpoenas and depositions. There is no opposing counsel because the people you are suing have no idea they are going to be sued and you are not yet sure who they are or if you can even sue them yet.

So you go about your merry way issuing subpoenas for bank accounts, phone records, stock brokerage accounts, insurance records, internet records (like every website they ever visited, all email sent – yes the big ISP’s there keep copies of all this forever), credit card bills, email accounts, etc. all very lawful USA subpoenas and the judge has no idea you are issuing these subpoenas unless he decides to read the files (not likely with no opposition) and there is no opposing counsel to fight to protect the privacy of the records on behalf of their client. The company receiving the subpoena has no obligation in the USA to let the customer (think phone, bank, credit card, credit bureaus, or internet records) know that a subpoena has been served on them requesting your records. They prefer not to tell you so they do not get caught up in a fight over the records and then they may have to retain their own lawyer and run up a bill.

If it is a lawful subpoena they can just submit to it and have no liability unless there is some sort of agreement in place to notify you or protect your privacy, which would be most rare. The lawyer might even take a few witness depositions to get the facts explained in more detail. The judge need not individually approve these subpoenas for them to be valid. Normally subpoena copies are sent to the opposing counsel who can make a motion to block or limit them called a protective order. Here with a John Doe lawsuit there is no opposing counsel to get in the way of the plaintiff who can run amuck using the power of the court to get all sorts of records violating the privacy of countless people without their knowledge.

What a great tool if you are an unscrupulous lawyer. By the way this tool could be used against you at any time to get your bank records, phone records, internet records, email copies, credit card bills etc all without your knowledge lawfully. This probably does not make you feel warm and mushy inside about having assets in the USA. So basically you don’t even need to sue a real person or corporation to get to use the subpoena power of the mighty US Federal Courts.

This works best in the Federal Courts by the way but could be applied to some state and local courts. Remember the entity being served with the subpoena like the bank or stock broker has no obligation to tell you the owner of the bank account that a subpoena was served on them for your records and they could even be ordered to keep their mouth shut so as to prevent flight with the assets. Another fine example of the sheer lack of privacy and asset protection laws in the USA whereby a stranger can examine your bank records based on a lawsuit with nobody.

If you haven’t thought of it consider what happens to your bank records after the opposing law firm has lawfully obtained them. Can they enter them as evidence into the lawsuit and thus make them public record? Sure. They enter them as evidence and file the copies of the bank records, phone bills, internet records like all your emails, every website the logs show you visited, credit card bills, stockbroker records all in the courthouse into the file. This file is a lawsuit against no one but still they got it into the public records where it could be picked up and put on the Internet, in newspapers etc. Once the information gets into the public domain anyone can use it lawfully, yes even law enforcement agencies for criminal prosecutions. Can they share this information with others? Good question to ask yourself now, not after something like this happens to you.

Defendants Fight Back – To illustrate the absurdity of their civil court system gone amuck we will site some unethical tactics that defendants use against the big law firms and Judges who favor the big firms.

Recusing the Judge – A recusal is a court action where you motion the judge to remove themselves for some reason usually pertaining to his bias or lack of objectivity (prejudicial) in the case. The motion must be presented to the judge at first. A judge will rarely recuse himself or herself. If they know one of the parties in their private life they would probably recuse themselves. Appellate courts are slow to reverse a judge who refuses to recuse himself unless there is overwhelming evidence. An example would be he was once married to one of the parties in the case. So if the big slick law firm got a judge for a reason then you can recuse the judge if you have grounds, which is rare.

What is done is the defendant files a lawsuit against the judge, which now gives objective grounds for a recusal and then asks the judge to recuse himself. The judge may get mad and try to get a summary judgment dismissing the case but then again you and the judge were still adversaries in a lawsuit and recusal is proper and if the judge refused the appellate court would probably grant the recusal.

Suing the Opposing Counsel – In this scenario one side starts personal lawsuits against the opposing counsel. This lets them take depositions and is mostly to harass the lawyers. Sometimes they even sue the wife and relatives of the lawyers. A dangerous and expensive game reserved for wealthy people but it does go on. This illustrates the actual absurdity of the court systems in that country.

Locking the Other Side Out From Decent Counsel – If you live in a small town this can work. Lets say it is a divorce case. Before filing for divorce go visit all the competent divorce lawyers in the city. Have a paid consultation with them to discuss the case. Explain some non–essential particulars to them and make sure you take notes at the meeting. Then when the other party to the divorce finds out they are being divorced they go out and look for a good lawyer and find out you have created a conflict of interest with all the experienced lawyers in the area. This drives them to go out of town. The out of town lawyer will generally as a rule do worse in court than a local lawyer who knows the judges and how they like to run their courtroom. Again another manifestation of a judicial system run out of control by aggressive lawyers.

USA Trusts and USA Corporations – I know one can argue that their USA trust or corporation is not responsible for personal debts and there are court cases to back this up. Then inquire as to how much money it is going to cost you to defend the asset protection strategy against aggressive collection lawyers who know just how to make it real expensive for you to defend against them so as to bring about a painfully expensive settlement. Unless you have many millions it will not be cost effective to fight. It is a legal jungle in the USA and we cannot see any daylight in trying to protect assets in the USA using any USA based vehicle including trusts, corporations, foundations etc.

USA Real Estate Asset Protection – We get calls constantly from people who want to change the title of real estate from their own name into the name of a Panama Corporation or Foundation to shelter the asset from litigation. This can be done but is probably not going to accomplish too much in terms of asset protection unless the other side is sloppy, careless and does not have much money to spend.

The lawyers pursuing you will be curious that you no longer own a house you live in that you used to own. They will find out about it from credit reports, public record checks, having private detectives talk to neighbors, and other means. Then they will ask you if you sold the house? If so where are the sale proceeds, where was the escrow etc. They will smell a rat and eventually will ask you questions in deposition and then go to the judge and ask the judge to set the transfer aside as a fraudulent transfer in that the property was not really sold it was just a straw man transaction to avoid creditors attaching the asset and also stick you with the additional legal expense they incurred setting the transaction aside. The judge may want to hear from the Panama Corporation before he sets the transfer aside but that isn’t going to do much good unless there is an actual escrow and real money changed hands and then they are going to ask you where the money you got from the sale is now.

The same thing would happen in the case of putting a mortgage on the property through a Panama Corporation. Where was the escrow? What did you do with the money, etc? Their plan would be to have the judge set the mortgage aside as fraudulent allowing the creditor to take the real estate away to satisfy a debt. If a piece of real estate never in your name was acquired through a Panama Corporation and paid for from Panama and your name never came up in any escrow etc then that would be hard for a collection attorney to associate with you and could be overlooked. The collection attorney could take your deposition and ask you questions about any and all assets you had if there is a judgment. This is post–judgment discovery and could occur in the form of interrogatories (written questions) about your assets including any assets transferred or sold in the last few months or sometimes they go back a year or longer depending on the state laws (they call this a look back period).

We never advocate lying as part of an asset protection strategy. This sort of lying is perjury, which is generally criminal so that is not a viable plan. They will ask about any corporations you own. If a structure can be created to let you survive the questioning without lying you would be ok. Not easily done and we are not going to get into this with someone inquiring on the phone or by email who is not a paid client even if they say things like “We are not going to pay you if we do not know what you are going to suggest we do”. Sorry we will remain non–responsive to such queries, which are reserved for paid clients only. The safest position is to liquidate real estate and move the funds to a safe jurisdiction. Hopefully, this is done before any court orders are issued.

USA Attorneys and Conflict of Interest – In the USA if you go to an attorney and ask them to help you shelter your assets offshore they are going to be unlikely to help you do it effectively or even take you as a client. Why?

First of all they do not understand the offshore world in all likelihood. The laws are different than what they are used to. Secondly they cannot operate offshore and must retain an offshore law firm in the jurisdiction they would need to operate in. This means they could get sued in the USA for something the offshore law firm did that the mutual client did not like. Thirdly if the client is evading a debt and the lawyer does a good job of protecting the assets he can be sued in the USA for assisting in a fraudulent conveyance. A fraudulent conveyance is an act whereby assets are removed from the reach of a creditor to avoid attachment.

What a creditor is, is ill defined in the USA. It could be adjudicated that there was a fraudulent conveyance even though there is no judgment or court order. The reasoning is you should have known that there was a likelihood of being sued or if you were sued it would be likely that you would lose. So even if you were in an active and costly legal defense and moved assets offshore it could be argued that you were doing so to fraudulently convey the assets out of the reach of the person that might one day be a creditor. Please note that not all movements of capital offshore are fraudulent conveyances. One can relocate their domicile offshore, one could buy real estate offshore, make investments offshore, start or buy a business offshore etc. The burden of proof should be on the plaintiff to prove that the movement of assets was to take the assets out of the reach of the creditor and if you could show other reasons why the funds were put into another jurisdiction then the case is far harder for the plaintiff to win and of course much more expensive. If it comes out in the debt recovery case that the lawyer assisted the client in moving assets offshore and then the lawyer is complicit and gets sued. Remember the lawyer most likely has malpractice insurance, which means he has deep pockets. Just getting sued means the malpractice carrier will minimally raise the rates on the lawyer or drop him, this is America and that is how things work there.

What the USA “asset protection” lawyer will most likely try to do is put the client into some sort of a superficial USA based asset protection structure. This will not be effective against many classes and types of financial adversaries. The lawyer gets to charge you legal fees and earn some money. If you wind up losing your assets in court the lawyer hides behind the decision of the court to take away your assets and thus avoids any liability or exposure. After people hear the features and benefits of these USA based asset protection structures they generally do not think to ask how much it would cost to defend the structure against an attack. They also do not ask what types of an attack can be effective against getting the assets in such a structure. The list is long. The USA lawyers will not appreciate such a discourse in that it starts to expose them to liability. You will hear things like each case has its own merits, etc. You are not going to hear anything with certainty. There are lawyers who specialize in busting trusts and asset protection structures in the USA. Sometimes it can be cheaper to settle with these lawyers versus drawn out fights using law firms who bill at $650 an hour and they know this and take advantage of it. The worst part of it is that nothing in the USA will keep your assets out of reach from snooping private detectives. Once assets can be tied to you then you become a target for trouble. Private detectives get nowhere in the offshore world.

Obstructing Justice Charges Against Your Lawyer – If your lawyer in the USA is representing you in some action where the plaintiff is a governmental agency (City, County, State or Federal) the lawyer could be charged with obstructing justice. If the case seems frivolous to the prosecutor and the judge who coincidentally get paid from the same employer, decide that the defendant really has no case and mounting a defense is just running up expenses and dragging things out then the lawyer representing you can be told that he is about to be charged with obstructing justice. The prosecutor could just outright so charge your lawyer if they desired to do so. This would mean the lawyer now has a conflict of interest with you and would have to step off the case. This would mean much greater legal expenses for you. Imagine trying to convince a lawyer to step in and represent you after this happened.

Offshore Asset Protection – In Panama and Guatemala lawyer games like those described above do not exist. Corporate and foundation assets belong to the corporation or foundation. Tagging on personal debts is extremely difficult to prove and there are tight statues of limitation concerning such fraudulent conveyances to defraud creditors (three years). USA lawyers cannot practice in Panama or Guatemala; they need to retain a local lawyer if they ever wanted to do anything in these countries. Government agencies from foreign countries have no levy, attachment or confiscatory powers in Panama or Guatemala. You and your assets are much safer in Panama or Guatemala.

-Aurelia Masterson, www.panamalaw.org