Posts Tagged ‘Development’

The Nevada Myth: Rethinking the Nevada Corporation

October 21st, 2022

After you have decided that incorporating is beneficial for your business,Guest Posting some people consider incorporating in states outside of their home state. Most notably, Nevada has been promoted by many “incorporating services” as having incredible benefits as opposed to the client’s home state. Other states such as Delaware and more recently Wyoming have also received consideration for incorporating. In some cases, depending on the facts of your business, there are some benefits in forming an out-of-the-home-state corporation in states such as Nevada. However, in the majority of cases the benefits of forming a Nevada corporation is simply a myth and will often be more expensive and troublesome than filing in the company’s home state.

Law of the Land: Foreign Entities

This may be a surprise to many, typically, corporations will be governed under California law despite being incorporated in Nevada. Let’s assume you do file a Nevada, yet you operate all of your business in California. Under this scenario, you are deemed to be a “pseudo foreign” corporation. If the corporation is a pseudo foreign corporation, California law in many areas will supersede the law of the state where the company was incorporated in. (See California Corporation Code §2115(b)). Therefore, for companies entirely based in California and doing business in California, practically all of the claimed benefits of incorporating in Nevada are out the window. It should be noted that if a Nevada corporation operating in California fails to qualify as foreign corporation, it may be subject to a number of sanctions. (See California Corporation Code §§2203, 2258, 2259).

Only Four in Nevada

March 21st, 2022

As hard as it may be to comprehend there was a wine industry in the U.S. before there was a wine industry in California; pre-statehood. It seems the earliest effort to develop a vineyard may have been as far back as 1619. However, Thomas Jefferson experimented with vines but the results were not enough to really produce consistent crops. According to research by Jess Zimmerman, in 1798 a family from Switzerland (Dufour) planted a large vineyard in Kentucky using European vine stock. But, soon the Dufour Family moved their winery operation to Ohio.

As with all early efforts at commercial wine making, the rootstock used was of European origins and did not do well in American soil, with the climate conditions and indigenous plant diseases. However, when the European vine (vitis vinifera) was combined with a Native American grape (vitis labrusca) then the wine industry in American had a hearty vine and good fruit. Today, many universities are engaged in research trying to produce the perfect grape vine for wines, table grapes and raisins.

So, there is somewhat of a debate as to the state with bragging rights for the “first commercial winery/vineyard in America”. Some researchers let the debate live on and just give Kentucky and Ohio equal billing. The Dufour’s Kentucky’s vineyard did not do well initially and Ohio was the place where Dufour found the right vine to survive beyond only a few years before disease took its toll.

Interestingly, all 50 states have winey operations today. Some of the largest operations are in California, Washington, Oregon, New York and some states have a token presence; referring to Nevada. Nevada has 4 wineries equally divided between Southern Nevada (Las Vegas area) and Northern Nevada (Reno area). Grapes are not a big crop in Nevada, due in large part to heat, drought conditions and harsh winters. Some research is being conducted, most notably, in Oregon, California, Washington and New York to develop vines that will produce quality fruit in various climates and elevations. Varietals that seem to do well in a desert climate are Rieslings, Pinot Gris and some Rhone’s and Zinfandels and Merlots in Southern Nevada.

As noted previously, Nevada has 4 wineries; all have some vines planted that range from 3 acres to 10 acres. By most standards these are not significant size vineyards. To produce enough wine to be viable, all Nevada wineries do buy additional fruit from California. In approximately 4 hours drive time, Nevada wineries can have high quality fruit delivered from some of the world’s finest vineyards in the Central Valley of CA, Napa, Sonoma and Santa Ynez.

Mr. Frank Boul started the first winery in Nevada in 1933 and his wines were served in some very nice hotels in the U.S. Today, the longest serving winemaker and winery owner in Nevada is Mr. Jack Sanders who was the founder of the Pahrump Valley Winery; a few years ago he sold the Winery to Bill and Gretchen Loken. But it wasn’t long until Bill Sanders started another winery in Pahrump-Sanders Family Winery. “In Southern Nevada, we have success with the Zinfandel, Petite Syrah and Merlot,” said Mr. Sanders.

Mr. Sanders has been active for 30 years in trying to build the wine business in Nevada. “In the 80′s Nevada politicians wanted a focus on rural Nevada as a tourism draw,” said Sanders. “Wineries are great for rural Nevada because they were set up for agriculture and wineries could attract more visitors.” Now the restrictions for growth of wineries in Nevada are almost insurmountable-87% of the land is owned by the Federal government and now there is the problem of water rights.