Wyoming's Close Corp & LLC
Wyoming's Close LLC
and
Close Corporation
were created specifically for small companies which have few
owners, generally with ties to another, such as family, friends or
business partners. Close companies are otherwise regular
corporations and limited liability companies which have elected to
operate in an informal manner similar to partnerships. They are
not required to hold meetings or provide disclosures in the same
manner their traditional counterparts are. This is good for
family, or single-owner companies, but can be a drawback if you do
not know your business partners as well.
General Characteristics
-
Fewer Owners — no more than 35 shareholders or members.
-
Wyoming Statutory Close Corporation Supplement to the
Wyoming Business Corporation Act, W.S. 17-17-101 et seq.
Disadvantages
A “Close Corporation” is a highly advantageous and flexible
structure for small to medium businesses. Though, possible
disadvantages are:
-
Ownership transfers/sales are prohibited except in
explicitly stated circumstances.
-
Those who do not know each other as well as family often
benefit from required meetings and disclosures.
Advantages
-
Limited liability — same as traditional Corporation or
Limited Liability Company.
-
Simple operations — none of the pomp and circumstance
required from regular companies.
-
Reduced costs — relaxed governance means reduced accounting,
legal and administrative fees.
-
Ownership Transfer Restrictions — existing owners are
provided right of first refusal.
Tax Implications
-
Close companies are considered the same as regular companies
for tax purposes.
Traditional companies must hold regular member, shareholder and
director meetings, elect directors, and provide proposals for
significant undertakings. A strict management hierarchy is also
not required for closely held companies. Family businesses do not
generally hold annual meetings, however, given a family often
makes decisions around a dinner table etc. Removing these
formalities simplifies a companies operational overhead. In short,
Wyoming Close LLCs and Corporations allows small companies to
bypass onerous formalities.
Family Story
Our family moved to the United States in the 1600s. They were
starving in Norway and so Michigan, where people weren't
starving, was viewed as a great alternative. Most of our family
remained farmers during this era, but some moved to Ohio and
helped found Oberlin College. Fast forward two hundred years and
our family had migrated to Wyoming. They took their skills at
pumping water wells and began drilling for oil instead! Here is
our family fortune in 1921:
And here it is again later that year:
Needless to say, we continued working for a living. Our family
managed to rebuild and formed a successful oil field services
company which lasted through the 1970s. It survived two World
Wars, a Great Depression and catastrophic medical accidents.
What finally did it in? Estate taxes and a messy divorce. Worse
yet, the family visited an estate planning attorney, but thought
the $100 per hour fee was extravagant... until the estate tax
bill came due.
Hence our saying that while professional advice may be
expensive, not getting it costs a whole lot more.
Finally, here is a picture of Mark's father Bruce as a 13 year
old. Driving laws were more lax then than now:
Our Basic Premise
The premise behind our practice is the fundamental belief that
all families deserve quality legal advice regarding their estate
plan, business plan and asset protection. Mr. Pierce, the owner
of the firm, has been an attorney for over 30 years. He
graduated from the University of Wyoming with an accounting
degree (honors) and passed the CPA examination on his first
sitting. Mr. Pierce previously served as a Bankruptcy Panel
Trustee – administering over 1,000 cases. He offers legal
services in the areas of estate planning, trust planning, wealth
strategy planning, wills, trusts, plans for minor children,
plans for parents, Medicaid planning, estate & federal tax
planning, business tax planning, probate avoidance strategies,
probate law services, special needs planning, special needs
trusts, guardianship, small business planning, business exit
planning & strategies, and asset protection.
Mr. Pierce became interested in this field as a result of his
experiences as a young man with his family's business in
Thermopolis, Wyoming. He watched as this business and
inheritance was devoured by government intervention, estate
taxes and divorce. This interest has been honed in 30+ years
experience as an attorney, accountant and business person.
Mr. Pierce is dedicated to making sure that none of his clients
ever has to go through what he and his family went through. To
help achieve that goal, in addition to his accounting degree,
Mr. Pierce obtained his Juris Doctorate Degree with an emphasis
in tax and estate planning from the University of Colorado –
Boulder – in 1983. He continues to maintain the highest level of
knowledge and expertise through ongoing education and frequent
attendance at nationally recognized conferences on advanced
planning topics.
We are a member of the prestigious Wealth Counsel Practice
Excellence, a group of individuals devoted to the financial,
emotional, legal and psychological well being of the American
Family.
Full Premise
Qualifications Summary
Skilled businessman, accountant and attorney with extensive
experience in diverse areas of the law, including bankruptcy,
corporations, estate planning, limited partnerships, limited
liability companies, mergers and acquisitions, oil and gas,
securities, tax, transportation and real estate. Essentially, a
life-time planning and preserving estates; primarily through
complex tax and state law planning strategies, but also through
experience with debtor/creditor relationships and bankruptcy.
Litigation experience primarily in federal court: bankruptcy and
securities. Excellent writing and communication skills acquired
through hard work since I have very little natural writing skill.
Key Accomplishments
In 2011 had a "Forrest Gump Moment" and decided (with substantial
input from my family) to move back to my home state of Wyoming
after more than 25 years away, occupying our family's residence in
Story (near Sheridan) which we had inherited after the death of my
parents. Took over an existing tax and estate planning practice in
Sheridan and began changing the primary focus of that practice to
the implementation of family business generational transition
strategies. Attended several seminars in 2012, 2013 and 2014 and
re-tooled the practice to provide an effective platform for the
implementation of this focus, including a professional assistance
network with individuals and firms throughout the U.S. with an
emphasis in this type of estate planning.
Acquired in 2004 and grew through acquisitions and systemically a
transportation company with local, interstate and international
operations. This required a complete retooling of management,
staff and operations and the creation of a cultural environment
devoted to service. The company had $3.2M in gross revenues in
2003 which topped at $11.6M in 2009. This was a complex business
from the stand point of governmental regulation and required not
only skill in corporate management and development, but also
intense and prolonged interaction with governmental agencies,
including the DOD, DOT and GSA. Sold and liquidated this business
in early 2012.
Assisted in developing and managing from 1989 until 2000 a
publicly and then privately-held software company which grew from
a start up in 1986 to over $50M in sales by 1999, two years after
our sale of the entity but while still working for the new owners.
Acquired opportunities for the business, including products and
management in a private equity capacity, which primarily involved
tax structuring under IRC 368 and related Code provisions. Oversaw
legal, finance and public report functions and assisted HR with a
staff of approximately 120 people. Worked with diverse cultural
and ethnic groups (Chinese, Indians, Texans and Brits) and
consumed in excess of $3M in accounting and legal services over an
11 year period which now allows me to effectively evaluate
professional services from several stand points not normally found
within the legal community.
Drafted registration statements and assisted in bringing effective
approximately 15 initial public offerings and 10 secondary
offerings from 1983 through 2000, drafted offering memorandums for
approximately 40 private placements and managed approximately ten
mergers/acquisitions. Represented numerous public companies in
their Exchange Act filings, including Forms 10-K, 10-Q, 8-K, 13D
and Forms 3 and 4 and in developing their Exchange Act compliance
procedures.
Worked in a municipal bond department for two years drafting
memorandum and providing for closings at the state, municipal and
special improvement district level. Extensive tax and state issue
research function. Assisted in developing a schematic for funding
and implementing privately-held "security facilities," writing the
definitive constitutional law memorandum on the subject, which was
rejected by my firm and, subsequently, accepted by Gary Hart's
firm, which made a fortune through the financing of privately-held
prisons on the back of my efforts.
Managed approximately 1,000 Chapter 7 bankruptcy cases as a Panel
Trustee for the District of Colorado from 1988 through 1990.
Prepared and filed as debtor's counsel approximately ten Chapter
11 proceedings and too many Chapter 7 proceedings to even count or
remember. Litigated on behalf of debtor several "exceptions"
claims and other matters and won all of them – resulting in my
obtaining a large Arizona banking organization as a client
approximately two months before it folded in 1990.
Represented clients before the Securities and Exchange Commission
on informal and formal investigations. Secured no action
conclusions in most instances and represented three U.S. District
Court cases to satisfactory results. Worked as second chair with
Leonard Davis (Chicago 7 fame) in representing Joe "the Pig"
Pignatiello, winning a directed verdict in a widely publicized
criminal securities case.
Worked in the estate planning section of a large multi-national
law firm for two years representing the interests of three large,
old east coast families. This rotation was done under the auspices
of one of the most highly respect estate planning attorneys in the
business at the time. Continued to hone these skills over the past
30 years through the experience listed above. Experience and
Education.
CEO and Owner – Sunset Moving & Storage - Fort Lauderdale, FL:
2004 to 2011 • Partner and In-House Counsel – Coral Companies -
Denver, CO, and San Jose, CA: 1989 to 2000 • Associate –Ballard,
Spahr, Andrews & Ingersoll – Denver, CO: 1983 to 1989 • JD –
University of Colorado – Boulder, CO (1983); Moot Court
Competition; Top 15% Class Rank • Staff Tax Accountant – Coopers &
Lybrand - Denver, CO: 1980 • CPA – Wyoming - Passed examination on
first sitting: 1979; Beta Alpha Psi Honor Society
Bachelor of Science, Accounting (Honors) – University of Wyoming –
Laramie, WY: 1979 Publications The Colorado Lawyer (1985):
Securities Act Section 4(1)(1/2): Judicial Exemption as Applied to
the Closely-held Business; University of Colorado Law Review: The
Convertible, Participating Mortgage: Federal Income Tax
Considerations with Professor Norton L. Steuben
