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Wyoming LLC & Corporation Law

July 6, 2011

I was recently quoted in a Reuters article . The article focused on corporations and LLCs in Wyoming, and on companies that are in the business of creating such entities for other people, such as Wyoming Corporate Services. The article helped me realize that there are a number of issues which many people might not know a lot about. I will address a number of these issues in this blog, including: the process of incorporation, legal requirements for a business, the need for registered agents, public reporting requirements for private companies, the need for privacy, uses for shell companies and shelf companies, etc. I hope this will help raise the awareness of these issues in general, and will lead to a more productive discussion about the balancing act between legitimate commerce and law enforcement needs.

  1. George Kimmell permalink

    I’m disappointed that you have chosen not to rend us the web audience your professional insights as to the legitimacy of your business ventures. With the recent developments of Mr. Reed’s run-ins with law enforcement we can understand why. We are not insinuating that you or what you are doing is not legitimate, so for the sole purpose of better understanding what it is that you do and why, I want to state a particular corporation that you established and one you sit as a director of. Out of respect for you I will not state the name nor the individuals involved, but I’m certain you will know who it is because you recently excused yourself of the corporation’s attorney.
    It’s interesting the article mentions the need for disclosure when fraud is associated with the corporation and its proven entities. I quote the Wyoming Secretary of State “We don’t regulate what the business itself does, but we are not recruiting businesses here that are questionable or illegal.”
    Mr. Norris as you may know your clients (one in particular) in the SF Bay Area are futility trying to hold on to a property in San Francisco that was originally deeded to the trust. The trustee of that trust in order to control the property without event and with William Reeds help prior to incorporating in Wyoming established a Nevada corporation and had a couple of his conspirators place “friendly liens” on the trust property. This trustee also made off with all of the other trust assets We believe that you do not know the details of what this trustee and his conspirators did to defraud the trust but they did use one of your Wyoming corporations to assist in their premeditated criminal activities.
    The saddest and most grievous fact is that the trust which was established was for an elderly mentally disabled woman who though she was a millionaires was left out on the streets of San Francisco as a registered homeless person for 10 years. All because of the activities of one individual whom you, albeit unknowingly, assisted by establishing a shell corporation one that still keeps the beneficiary and rightfull heir at arms lenght from her assets.
    This is all documented and as we speak a made screen play is finished and being shopped.
    If you want to legitimize what you do keep in stride with the wishes of your Secretary of State and work with those who have been in contact with you to make this right. Have them turn over that property to the trust so that it can take care of the beneficiary. We will get the property back that is inevitable. We just would like it to be sooner than later so that the rightful owner can enjoy what little is left of what her parents left her before they died. if you do not do the right thing when this story goes public we will see that your name is in all the headlines.

    • While it would detract from the purpose of this blog to get sidetracked onto specific matters, you raise a couple of reasonable points I should respond to.

      First, the rules of professional conduct prohibit me from commenting directly on current litigation, even if I no longer represent any of the parties. It would be unfair to the judicial process to do so. Also, as an attorney, I have a duty of confidentiality to my clients. Thus, I cannot share information I may know about their situation. I cannot comment on the specific case or company you seem to be referring to.

      However, it is unfair and inaccurate to confuse my business (as an attorney representing clients) with the business ventures of my clients. The two are not the same. Generally, I get involved in a dispute after the client’s business has run into problems. It is an attorney’s duty to represent the client, regardless of how they got into whatever dispute they have. I try to avoid ‘going into business’ with my clients; that could result in a conflict.

      In the interests of full disclosure, I will say that I am the attorney for Wyoming Corporate Services. I also sit on WCS’s board of directors, and I have worked with them for many years. But other than a couple of non-profit organizations, I do not regularly act in any position as a shareholder, member, director, officer or manager of any of the companies I represent. As part of my services to clients, when I purchase a Wyoming company for a client, WCS will appoint me as an interim director or manager; I immediately resign in favor of my client, and do not take any other action in that capacity.

      In raising these issues about incorporation, I recognize that some people use business for illegitimate and/or illegal purposes. Like most people, I suspect, I prefer not to get involved in illegal business ventures, if I know about them. But my experience with the incorporation and business process suggests that it is poor logic to paint all businesses, or certain types of business, with the same brush, simply because of a bad experience or because some business owners may not adhere to the same ethics others do.

  2. George Kimmell permalink

    Thank you for your clarification. I do agree that because of a few bad apples it should not be synonymous for the corporations created by WCS. You excusing yourself as counsel in this particular matter was indicative of your forthright intentions and we thank you for doing that. We will be in touch soon through other means. Sorry for being so specific on your blog but it did seem to clarify some important points of interests for your clients or potential clients.

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