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Thursday, June 14, 2007

Nevada adopts Charging Order protection for closely-held corporations

Governor Jim Gibbons signed SB 242 into law today, providing exciting new asset protection benefits to closely-held Nevada corporations that are not available anywhere else: Charging Order Protection!!
In every other state, stock is an asset that can be attached by a creditor that obtains a judgment against a stockholder. This means that corporate stock can normally be lost in the collection process, which can be disastrous, especially if the stock represents a majority ownership! Not only does the creditor have the ability to attach and foreclose on the stock, but he/she can then vote to liquidate the company. If that happens, the creditor is able to acquire assets at distressed prices, which means the debtor does not get full value for the assets he lost. Not only that, a minority shareholder - who was not a debtor to the creditor - takes an enormous hit also. Now, Nevada prevents corporate stock from being attached or subject to foreclosure. This really comes to play with S corporations, where the foreclosure of the stock owned by an S corporation stockholder can subject the corporation to the possibility of losing its S election. The tax penalty associated with that can be huge. With this new charging order law, Nevada again demonstrates its commitment and leadership in the area of business entity law. Watch as other states now scramble to follow Nevada's lead.

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