YOU Should Open Your Business in Wyoming with Mark Pierce

1
00:00:00,632 --> 00:00:06,562
[casey_]: hey there and welcome to today's episode
of cash flow pro your daily real estate

2
00:00:06,602 --> 00:00:14,194
[casey_]: investing podcast and youtube channel i'm here
today with mark pierce cloud peak low group

3
00:00:14,495 --> 00:00:21,246
[casey_]: and he is based in wyoming and
we all know how hot the wyoming l

4
00:00:21,447 --> 00:00:25,532
[casey_]: l c is it's like the big
thing to do now to everybody used to

5
00:00:25,653 --> 00:00:29,376
[casey_]: always say delaware delaware delaware and now
it's like i don't even know how many

6
00:00:29,416 --> 00:00:33,059
[casey_]: years wyoming has been the place for
the l l c i guess it's probably

7
00:00:33,099 --> 00:00:35,221
[casey_]: been since the l l c really
got big right mark

8
00:00:36,090 --> 00:00:39,558
[mark_pierce]: well that'd be right wyoming was the
first state to come up with an l

9
00:00:39,698 --> 00:00:39,838
[mark_pierce]: l c

10
00:00:41,422 --> 00:00:45,750
[casey_]: interesting all right well listen mark tell
us a little bit about yourself what you

11
00:00:45,810 --> 00:00:49,776
[casey_]: do and then we'll kind of dig
in on some different topics of of why

12
00:00:49,917 --> 00:00:52,481
[casey_]: it's beneficial to do business there

13
00:00:54,080 --> 00:00:57,025
[mark_pierce]: well give me a little bit of
background i started out with a degree and

14
00:00:57,065 --> 00:01:01,633
[mark_pierce]: accounting as statistics from the university wiling
in nineteen seventy nine went to work for

15
00:01:01,693 --> 00:01:05,580
[mark_pierce]: a large account n c firm past
the c p examinin examination in the first

16
00:01:05,700 --> 00:01:10,187
[mark_pierce]: and it came to a pretty quick
conclusion that i did not particularly enjoy being

17
00:01:10,348 --> 00:01:10,828
[mark_pierce]: accounted

18
00:01:11,445 --> 00:01:11,608
[casey_]: yep

19
00:01:11,790 --> 00:01:15,877
[mark_pierce]: i respect accounts i certainly respect what
they do i think they're absolutely valuable but

20
00:01:15,937 --> 00:01:19,443
[mark_pierce]: it wasn't something that i could do
and like i tell people at this large

21
00:01:19,483 --> 00:01:23,429
[mark_pierce]: accounts firm long enough for a couple
of coffee and it didn't get cold so

22
00:01:23,530 --> 00:01:26,764
[mark_pierce]: went to work for an offshore drilling
company as a management training hurt my back

23
00:01:26,804 --> 00:01:28,820
[mark_pierce]: and went to law school after i
got

24
00:01:28,774 --> 00:01:28,834
[casey_]: ah

25
00:01:28,900 --> 00:01:32,687
[mark_pierce]: out a lot like john gresham

26
00:01:32,767 --> 00:01:32,848
[casey_]: ah

27
00:01:32,787 --> 00:01:38,396
[mark_pierce]: said it's the great american repository for
directionalist post graduates and at that point i

28
00:01:38,476 --> 00:01:41,281
[mark_pierce]: was directionalists so i went to law
school and

29
00:01:41,213 --> 00:01:41,495
[casey_]: oh

30
00:01:41,341 --> 00:01:44,887
[mark_pierce]: i got out and i became a
tax attorney and litigated cases in the tax

31
00:01:45,027 --> 00:01:50,156
[mark_pierce]: cord became involved in mergers and acquisitions
went through a number of different permutations with

32
00:01:50,236 --> 00:01:55,284
[mark_pierce]: law firms and then i ended up
trust in the states about twenty five years

33
00:01:55,364 --> 00:02:00,413
[mark_pierce]: ago and moved back to wyoming about
ten years ago and put together a company

34
00:02:00,433 --> 00:02:05,081
[mark_pierce]: that does commoditize legal formation so we
do a lot of trust work we do

35
00:02:05,261 --> 00:02:09,628
[mark_pierce]: a lot of limited liability companies and
we act as a domicile rat for companies

36
00:02:09,668 --> 00:02:13,394
[mark_pierce]: that want to domicile their profits in
wyoming so in a nutshell that's what we've

37
00:02:13,435 --> 00:02:17,481
[mark_pierce]: been up to we've currently got about
eight computer program mars and a whole host

38
00:02:17,541 --> 00:02:22,049
[mark_pierce]: of people doing a variety of things
and we have physical presences and five states

39
00:02:22,450 --> 00:02:27,258
[mark_pierce]: and we have presences throughout the united
states as well for corporate formations and l

40
00:02:27,418 --> 00:02:31,124
[mark_pierce]: c formations we offer quite a lot
of attack advice we have l l ms

41
00:02:31,244 --> 00:02:38,877
[mark_pierce]: on staff and we work to provide
the small business man access to a an

42
00:02:39,077 --> 00:02:48,569
[mark_pierce]: inexpensive above board solid legal arrangement vesavis
formation and operations of the business entities

43
00:02:49,433 --> 00:02:51,615
[casey_]: oh wow okay

44
00:02:52,041 --> 00:02:52,204
[mark_pierce]: yeah

45
00:02:55,022 --> 00:02:58,969
[casey_]: that's wow that's a lot and it
seems like you all cover a lot of

46
00:02:59,029 --> 00:03:04,057
[casey_]: facets of just business in general like
just i mean if you look at everything

47
00:03:04,117 --> 00:03:07,202
[casey_]: from the formations all the way to
the tax and all that stuff i mean

48
00:03:07,242 --> 00:03:12,471
[casey_]: that's that's a pretty broad array of
stuff that you all cover especially in so

49
00:03:12,551 --> 00:03:18,261
[casey_]: many states so um well let's talk
a little bit about you know like i

50
00:03:18,321 --> 00:03:23,990
[casey_]: said where he states indicators and capital
raisers and then there's obviously there's there's the

51
00:03:24,030 --> 00:03:29,740
[casey_]: audience is investors in different l p
type deals and so on but let's talk

52
00:03:29,800 --> 00:03:34,688
[casey_]: a little bit about uctures of some
of those things and and and the liabilities

53
00:03:34,708 --> 00:03:38,775
[casey_]: that come along you know we've and
i always any time i have an attorney

54
00:03:38,875 --> 00:03:44,637
[casey_]: on here i always try to preface
the discussion with some of these things are

55
00:03:44,818 --> 00:03:49,113
[casey_]: our opinions right i mean because it
seems like it seems like a lot of

56
00:03:49,153 --> 00:03:54,021
[casey_]: people tend to lose sight of the
idea like when like their opinions yea some

57
00:03:54,081 --> 00:03:58,428
[casey_]: of the stuff transfers into law but
when you have an opinion about something that

58
00:03:58,468 --> 00:04:00,857
[casey_]: doesn't mean that somebody can't oppose that
op right

59
00:04:02,611 --> 00:04:07,218
[mark_pierce]: yeah i mean if you have an
opinion on an area the law that has

60
00:04:07,339 --> 00:04:10,985
[mark_pierce]: a number of different sides around it
then you can take in your way and

61
00:04:11,045 --> 00:04:16,634
[mark_pierce]: measure the opinion and fit something that
makes sense you but by way of an

62
00:04:16,674 --> 00:04:21,342
[mark_pierce]: example and a friend of mine years
ago who was giving advice to a underwriter

63
00:04:21,402 --> 00:04:25,409
[mark_pierce]: who said well you're advising me that
i can't close this offering because i have

64
00:04:25,449 --> 00:04:29,455
[mark_pierce]: to comply with the statute that the
security in exchange have in place and he

65
00:04:29,516 --> 00:04:33,102
[mark_pierce]: said commission has in place and he
said that's what i'm advising you he said

66
00:04:33,122 --> 00:04:36,687
[mark_pierce]: while i'm making a business decision to
do this then i'm going to ignore your

67
00:04:36,728 --> 00:04:39,196
[mark_pierce]: opinion he said you understand i'm telling

68
00:04:38,955 --> 00:04:38,976
[casey_]: i

69
00:04:39,256 --> 00:04:39,377
[mark_pierce]: you

70
00:04:39,882 --> 00:04:40,085
[casey_]: yes

71
00:04:40,380 --> 00:04:41,942
[mark_pierce]: this opinion says that

72
00:04:41,933 --> 00:04:42,096
[casey_]: that

73
00:04:42,043 --> 00:04:46,310
[mark_pierce]: if you take this action you will
violate the law there's not two sides to

74
00:04:46,370 --> 00:04:47,952
[mark_pierce]: that opinion but on many

75
00:04:47,854 --> 00:04:48,015
[casey_]: yeah

76
00:04:48,033 --> 00:04:51,458
[mark_pierce]: issues and the guy ended up going
to jail so

77
00:04:51,794 --> 00:04:51,876
[casey_]: so

78
00:04:52,380 --> 00:04:55,605
[mark_pierce]: it was a pretty good opinion i
think so some opinions are better than others

79
00:04:56,026 --> 00:04:59,892
[mark_pierce]: some areas are gray some were not
some were black some were white you know

80
00:04:59,952 --> 00:05:02,396
[mark_pierce]: if you've got a mistress and you're
trying to run her pay roll through your

81
00:05:02,457 --> 00:05:05,922
[mark_pierce]: company you're probably going to get that
set aside but if you have an automobile

82
00:05:05,982 --> 00:05:09,709
[mark_pierce]: in your sales person and you're making
sales calls that's not going to be set

83
00:05:09,769 --> 00:05:11,111
[mark_pierce]: aside and it seems

84
00:05:11,169 --> 00:05:11,271
[casey_]: yeah

85
00:05:11,171 --> 00:05:14,837
[mark_pierce]: to me that litigating with the internal
revenue service over the years they've done a

86
00:05:14,877 --> 00:05:18,844
[mark_pierce]: pretty good job at really getting to
the heart of what most issues are and

87
00:05:18,884 --> 00:05:19,104
[mark_pierce]: you can

88
00:05:19,172 --> 00:05:19,294
[casey_]: yeah

89
00:05:19,184 --> 00:05:23,191
[mark_pierce]: always come to an accommodation of your
clients reasonable so this new thing about putting

90
00:05:23,231 --> 00:05:27,598
[mark_pierce]: the fear of god that you've got
eighty seven thousand is agencies got agents coming

91
00:05:27,659 --> 00:05:32,263
[mark_pierce]: after you with s no you don't
i know a lot of iron agents they're

92
00:05:32,303 --> 00:05:35,788
[mark_pierce]: not packing guns and they're not coming
after you they simply want to pay the

93
00:05:35,828 --> 00:05:36,629
[mark_pierce]: taxes that ere do

94
00:05:37,382 --> 00:05:40,827
[casey_]: yeah yeah and that's what i think
a lot of people were like oh no

95
00:05:41,008 --> 00:05:44,614
[casey_]: now we're going to have all of
a sudden people are gonna you know they're

96
00:05:44,654 --> 00:05:48,340
[casey_]: going to add all these extra agents
in there now they're gonna up up the

97
00:05:48,480 --> 00:05:54,110
[casey_]: audit cess and and you know the
i s has been operating probably at fifty

98
00:05:54,170 --> 00:05:58,096
[casey_]: percent i would say fifty or sixty
percent the capacity they've been eating to operate

99
00:05:58,197 --> 00:05:58,838
[casey_]: at for years

100
00:05:59,970 --> 00:06:03,536
[mark_pierce]: yeah they leave a lot of money
on the table because of tax fosters and

101
00:06:03,596 --> 00:06:08,163
[mark_pierce]: people that are taking deductions and what
not that they should not be taking they're

102
00:06:08,304 --> 00:06:12,731
[mark_pierce]: basically an organization that's mired in the
nineteen eighties because they and i'm funded to

103
00:06:12,791 --> 00:06:15,375
[mark_pierce]: the tune of eighty billion dollars over
the last thirty years

104
00:06:15,982 --> 00:06:16,124
[casey_]: yeah

105
00:06:16,177 --> 00:06:19,522
[mark_pierce]: so you know my view is i
pay my taxes i've been on it three

106
00:06:19,602 --> 00:06:22,587
[mark_pierce]: times general lot they're not going to
audit me again because they know that i'm

107
00:06:22,627 --> 00:06:25,654
[mark_pierce]: telling him the truth you got a
lot of people out there that cheat i

108
00:06:25,694 --> 00:06:29,482
[mark_pierce]: don't have any truck with tax cheats
pay your taxes and get on with it

109
00:06:29,522 --> 00:06:32,128
[mark_pierce]: we're living in a great country somebody's
got to pay for the roads

110
00:06:32,753 --> 00:06:34,854
[casey_]: yeah i would agree with that and

111
00:06:35,220 --> 00:06:35,362
[mark_pierce]: yeah

112
00:06:35,395 --> 00:06:39,381
[casey_]: and then you know the people that
pay the smallest amount of taxes tend to

113
00:06:39,441 --> 00:06:44,069
[casey_]: cause the most the biggest stir you
know what i'm saying yes because

114
00:06:44,060 --> 00:06:44,224
[mark_pierce]: yeah

115
00:06:44,149 --> 00:06:46,573
[casey_]: maybe it's a bigger percentage i'm not
but anyway

116
00:06:46,632 --> 00:06:46,735
[mark_pierce]: oh

117
00:06:46,694 --> 00:06:46,794
[casey_]: so

118
00:06:47,481 --> 00:06:47,623
[mark_pierce]: yeah

119
00:06:48,337 --> 00:06:48,557
[casey_]: what

120
00:06:48,634 --> 00:06:49,140
[mark_pierce]: hm

121
00:06:49,278 --> 00:06:54,522
[casey_]: i'd like to talk a little bit
about wyoming verse delaware let's let's put it

122
00:06:54,602 --> 00:06:57,090
[casey_]: head on tell us a little bit
about

123
00:06:57,600 --> 00:06:57,967
[mark_pierce]: oh

124
00:06:58,062 --> 00:06:58,282
[casey_]: what

125
00:06:58,740 --> 00:06:59,460
[mark_pierce]: oh

126
00:06:59,304 --> 00:07:05,234
[casey_]: so the corporate stuff in delaware the
l l c stuff in wyoming what makes

127
00:07:05,354 --> 00:07:15,055
[casey_]: wyoming beneficial over delaware and then of
course there's always the corporate veil discussion of

128
00:07:15,175 --> 00:07:15,858
[casey_]: the l l c

129
00:07:17,921 --> 00:07:21,087
[mark_pierce]: well those those are two excellent points
the veil discussion will say for a little

130
00:07:21,127 --> 00:07:26,335
[mark_pierce]: bit later because of its some really
recent developments that boost that quite a

131
00:07:26,372 --> 00:07:26,537
[casey_]: okay

132
00:07:26,396 --> 00:07:31,023
[mark_pierce]: lot with respect to why i mean
there are are things that make wyoming beneficial

133
00:07:31,063 --> 00:07:35,411
[mark_pierce]: from the standpoint of formation most significant
which for most people in a real estate

134
00:07:35,471 --> 00:07:41,020
[mark_pierce]: context and putting the indications together having
holding companies underlying subsidiaries that sort of and

135
00:07:41,472 --> 00:07:42,372
[casey_]: yeah

136
00:07:41,541 --> 00:07:45,548
[mark_pierce]: two things first of all we allow
series l c s which reduces your administrative

137
00:07:45,628 --> 00:07:45,968
[mark_pierce]: cost

138
00:07:46,092 --> 00:07:46,692
[casey_]: yeah

139
00:07:46,449 --> 00:07:50,255
[mark_pierce]: the second thing we recognize single member
l l c s there's only eight states

140
00:07:50,295 --> 00:07:54,643
[mark_pierce]: in the united states that recognize the
sanctity of that single member l l c

141
00:07:54,963 --> 00:08:00,072
[mark_pierce]: interest from the standpoint of attachment by
individual creditors so if you have a single

142
00:08:00,132 --> 00:08:03,537
[mark_pierce]: member l l c that owns real
estate and you hold that single member l

143
00:08:03,658 --> 00:08:08,606
[mark_pierce]: l c interest that interest cannot be
attached on any form other than a charging

144
00:08:08,706 --> 00:08:13,073
[mark_pierce]: order charging order basically says if any
distribution ever comes out of that l c

145
00:08:13,274 --> 00:08:18,692
[mark_pierce]: to that individual directly got to pay
it over to the creditor but that creditor

146
00:08:18,752 --> 00:08:23,223
[mark_pierce]: cannot attach that l c interest and
force its way into the l c or

147
00:08:23,263 --> 00:08:27,713
[mark_pierce]: attach that l c interest and sell
it wyoming recognizes that it's one of the

148
00:08:27,853 --> 00:08:31,118
[mark_pierce]: states to do it so in a
real estate context when you're putting holding companies

149
00:08:31,539 --> 00:08:36,748
[mark_pierce]: and underlying operating companies together that gives
you a substantial advantage on the wyoming law

150
00:08:37,248 --> 00:08:41,375
[mark_pierce]: second thing is is that wyoming has
a general rule that says if you get

151
00:08:41,455 --> 00:08:45,642
[mark_pierce]: a judgment against a wyoming l c
in a foreign state and they misapply the

152
00:08:45,723 --> 00:08:49,869
[mark_pierce]: law wyoming can set that aside in
other words full faith and credit does now

153
00:08:49,990 --> 00:08:54,617
[mark_pierce]: apply to that particular interest we're not
going to recognize that judgment in wyoming we

154
00:08:54,718 --> 00:08:57,061
[mark_pierce]: will re litigate it in wiomi to
make sure that you get a

155
00:08:57,072 --> 00:08:58,152
[casey_]: yeah

156
00:08:57,142 --> 00:09:01,869
[mark_pierce]: right third aspect you can't get to
wyoming for anywhere else and i'll give you

157
00:09:01,970 --> 00:09:05,721
[mark_pierce]: example i have a client of mine
that started out from atlanta sometimes in a

158
00:09:05,841 --> 00:09:10,829
[mark_pierce]: late january early february it took him
to get it from atlanta to wyoming and

159
00:09:10,909 --> 00:09:17,180
[mark_pierce]: back took him five days snowstorms flight
cancelations slept on the lanolium for and

160
00:09:17,292 --> 00:09:17,432
[casey_]: oh

161
00:09:17,360 --> 00:09:22,629
[mark_pierce]: minneapolis for that sort of thing so
then you have a dearth of attorneys who

162
00:09:22,669 --> 00:09:26,876
[mark_pierce]: are available to take on cases if
they're any good they're over already overworked so

163
00:09:27,056 --> 00:09:30,963
[mark_pierce]: it's difficult to litigate in wyoming as
well just because you need to go find

164
00:09:31,043 --> 00:09:34,489
[mark_pierce]: talent to do it there is talent
there but they're pretty well booked up so

165
00:09:34,709 --> 00:09:39,036
[mark_pierce]: it's impossible to get it's impossible to
get in front of a judge at some

166
00:09:39,076 --> 00:09:42,263
[mark_pierce]: point in time with a meaningful attorney
to prose cube cases and even if you

167
00:09:42,323 --> 00:09:44,368
[mark_pierce]: can the law has a tendency to
roll against you

168
00:09:46,402 --> 00:09:49,389
[casey_]: wow okay all right now

169
00:09:49,350 --> 00:09:49,577
[mark_pierce]: oh

170
00:09:50,482 --> 00:10:00,056
[casey_]: there's also the argument that the okay
no no let me back up so you

171
00:10:00,076 --> 00:10:06,988
[casey_]: know delaware is it require they require
somebody requires you to file a notice that

172
00:10:07,028 --> 00:10:13,014
[casey_]: says hey this l l c is
doing ness in like if it's delaware l

173
00:10:13,174 --> 00:10:16,640
[casey_]: l c and i'm doing business in
kentucky where i'm i have to file and

174
00:10:16,680 --> 00:10:20,466
[casey_]: notice that says hey this l l
c a located in delaware is doing business

175
00:10:20,527 --> 00:10:21,749
[casey_]: in kentucky and

176
00:10:21,803 --> 00:10:21,885
[mark_pierce]: oh

177
00:10:21,849 --> 00:10:26,940
[casey_]: is that the same is that this
same standard as does wyoming have that same

178
00:10:29,011 --> 00:10:32,002
[mark_pierce]: well what will happen if you have
a wyoming l c that wants to own

179
00:10:32,102 --> 00:10:35,972
[mark_pierce]: real estate say in kentucky you have
to look and you have to say okay

180
00:10:36,553 --> 00:10:42,022
[mark_pierce]: what does the simple ownership of that
real estate and title entail so you'd have

181
00:10:42,062 --> 00:10:45,668
[mark_pierce]: a holding company that owns a subsidiary
that owns the land and then you would

182
00:10:45,708 --> 00:10:51,238
[mark_pierce]: have a management and uh management company
that actually conducts the operations in the management

183
00:10:51,298 --> 00:10:52,600
[mark_pierce]: of that l c and the real
estate

184
00:10:52,522 --> 00:10:52,684
[casey_]: yeah

185
00:10:52,660 --> 00:10:57,548
[mark_pierce]: property that way you separate operations from
the ownership of the property might

186
00:10:57,392 --> 00:10:57,534
[casey_]: yeah

187
00:10:57,628 --> 00:11:01,214
[mark_pierce]: even have a sip l l c
that owns the land underneath the real estate

188
00:11:01,274 --> 00:11:07,705
[mark_pierce]: development so you'd have a land ownership
l l c and real estate the fixture

189
00:11:08,346 --> 00:11:13,455
[mark_pierce]: building l c on and the building
and then the third thing that you would

190
00:11:13,495 --> 00:11:17,381
[mark_pierce]: have as a management company that managed
the building for the benefit of the real

191
00:11:17,421 --> 00:11:21,969
[mark_pierce]: estate and for the benefit of the
land well based on that the two ownership

192
00:11:22,089 --> 00:11:24,733
[mark_pierce]: interest that you have in the two
loses that own the land and the real

193
00:11:24,753 --> 00:11:30,022
[mark_pierce]: estate the building those probably do not
have to be registered in kentucky because passive

194
00:11:30,102 --> 00:11:33,748
[mark_pierce]: ownership of the building is not actively
conducting business which

195
00:11:33,652 --> 00:11:33,974
[casey_]: correct

196
00:11:33,788 --> 00:11:37,234
[mark_pierce]: you have to do you have to
make that assessment state my state but the

197
00:11:37,274 --> 00:11:42,303
[mark_pierce]: management company would have to be registered
in kentucky in some form of foreign registration

198
00:11:42,363 --> 00:11:45,508
[mark_pierce]: to do business there and then what
you do is that you run the money

199
00:11:45,548 --> 00:11:51,498
[mark_pierce]: through this necessary to run that management
company paid the day to day operating expenses

200
00:11:51,598 --> 00:11:56,667
[mark_pierce]: but no more then then you transfer
the excess of working cavil up into that

201
00:11:56,767 --> 00:12:00,217
[mark_pierce]: holding company in that way you minima
it's the amount of money that's in kentucky

202
00:12:00,679 --> 00:12:02,627
[mark_pierce]: that in the event of an issue
could be attached

203
00:12:04,153 --> 00:12:10,705
[casey_]: wow so you're minimizing your risk and
that's why so is there any of that

204
00:12:11,106 --> 00:12:17,183
[casey_]: any of that structure that should be
that should be for formed in kentucky or

205
00:12:17,243 --> 00:12:18,528
[casey_]: should it all be formed in wyoming

206
00:12:19,320 --> 00:12:19,861
[mark_pierce]: the management

207
00:12:19,705 --> 00:12:20,262
[casey_]: yeah

208
00:12:19,901 --> 00:12:24,989
[mark_pierce]: structure the management operation the physical management
operation of that real estate development if you

209
00:12:25,069 --> 00:12:28,675
[mark_pierce]: got commercial lacing and that sort of
thing going on that should be done by

210
00:12:28,775 --> 00:12:32,161
[mark_pierce]: a kentucky l l c and that
should have people in tucky could do that

211
00:12:32,541 --> 00:12:36,426
[mark_pierce]: the actual ownership of the land and
the actual ownership of the building itself should

212
00:12:36,466 --> 00:12:38,569
[mark_pierce]: be in all better own in wyoming

213
00:12:39,562 --> 00:12:43,468
[casey_]: i got you now i'd like for
you real quick just to dive in on

214
00:12:43,608 --> 00:12:49,578
[casey_]: the benefit of the i know some
i know a couple of definitely good points

215
00:12:49,658 --> 00:12:52,983
[casey_]: about a single member l l c
but i'd like to hear it from you

216
00:12:53,163 --> 00:12:57,108
[casey_]: just to make sure it's to validate
what i think i know and to also

217
00:12:57,228 --> 00:13:00,171
[casey_]: benefit the listener in what is in
fact

218
00:13:01,511 --> 00:13:07,300
[mark_pierce]: well wyoming has a what they call
a close close limited liability company supplement so

219
00:13:07,640 --> 00:13:11,647
[mark_pierce]: whence you elect that supplement and we
as a matter of course for somebody who

220
00:13:12,749 --> 00:13:16,215
[mark_pierce]: opens an l c as a single
member we check the box it says i

221
00:13:16,435 --> 00:13:21,864
[mark_pierce]: close l you don't have to engage
in any the corporate formalities that loss generally

222
00:13:21,904 --> 00:13:29,937
[mark_pierce]: have to engage in annual meetings special
meetings distribution consents contribution consents anything along those

223
00:13:30,038 --> 00:13:35,126
[mark_pierce]: lines are not required to be in
writing in wyoming just recognized as the efficacy

224
00:13:35,186 --> 00:13:40,134
[mark_pierce]: of a bill of a business that
does business over a coffee table the only

225
00:13:40,175 --> 00:13:44,382
[mark_pierce]: thing that you can really get in
trouble with in wyoming is not separating out

226
00:13:44,422 --> 00:13:48,348
[mark_pierce]: the expenses of the individual owner and
the l c in other words the l

227
00:13:48,488 --> 00:13:52,215
[mark_pierce]: c is treated as though it were
a check book for the personal expenses of

228
00:13:52,255 --> 00:13:56,902
[mark_pierce]: the individual owner and that you could
draft around pretty easily if you need to

229
00:13:56,943 --> 00:14:00,068
[mark_pierce]: make a payment on your credit card
don't run it through the through the l

230
00:14:00,288 --> 00:14:04,014
[mark_pierce]: c have the l c make a
distribution to you of excess profits and then

231
00:14:04,074 --> 00:14:07,961
[mark_pierce]: you make a payment for that credit
card so that is i think in my

232
00:14:08,081 --> 00:14:13,350
[mark_pierce]: mind one of the great great efficatious
benefits to having a wyoming l c is

233
00:14:13,390 --> 00:14:16,896
[mark_pierce]: that you just don't have to engage
in corporate formalities and then that way i

234
00:14:16,936 --> 00:14:20,402
[mark_pierce]: know that when we predominantly relied on
core rations we sat

235
00:14:20,340 --> 00:14:20,462
[casey_]: as

236
00:14:20,482 --> 00:14:24,789
[mark_pierce]: down and did annual minits every year
and i can just be honest with you

237
00:14:24,829 --> 00:14:28,034
[mark_pierce]: there are a lot of clients that
would just date you know two thousand one

238
00:14:28,195 --> 00:14:31,547
[mark_pierce]: two thousand to two thousand through and
execute them all at the same time another

239
00:14:31,628 --> 00:14:36,245
[mark_pierce]: book it was the same thing with
like substantial investment alternatives and things

240
00:14:36,285 --> 00:14:36,430
[casey_]: yeah

241
00:14:36,285 --> 00:14:39,250
[mark_pierce]: like that we're going to buy a
building oh yeah we need minutes so you

242
00:14:39,331 --> 00:14:43,177
[mark_pierce]: draped up minutes from three years ago
and sign them so it gets us over

243
00:14:43,257 --> 00:14:46,302
[mark_pierce]: that hump and it just look most
people don't do business that way in a

244
00:14:46,362 --> 00:14:50,770
[mark_pierce]: close setting so we're going to get
rid of that or anything other than come

245
00:14:50,810 --> 00:14:56,439
[mark_pierce]: angling funds or engaging in fraudulent activity
or some sort of criminal activity completely protected

246
00:14:56,860 --> 00:14:58,527
[mark_pierce]: but the close liability supplement

247
00:15:00,293 --> 00:15:00,454
[casey_]: yeah

248
00:15:00,903 --> 00:15:01,025
[mark_pierce]: can

249
00:15:01,056 --> 00:15:01,197
[casey_]: now

250
00:15:01,086 --> 00:15:02,705
[mark_pierce]: we have a i'm sorry

251
00:15:02,733 --> 00:15:02,753
[casey_]: i

252
00:15:02,745 --> 00:15:02,805
[mark_pierce]: we

253
00:15:02,835 --> 00:15:02,978
[casey_]: have

254
00:15:02,846 --> 00:15:03,007
[mark_pierce]: have a

255
00:15:03,059 --> 00:15:03,079
[casey_]: a

256
00:15:03,773 --> 00:15:04,055
[mark_pierce]: go ahead

257
00:15:05,173 --> 00:15:09,760
[casey_]: i had a gentleman on here on
my show about probably two or three weeks

258
00:15:09,800 --> 00:15:19,116
[casey_]: ago and he had actually went to
prison because uh back in o eight the

259
00:15:19,156 --> 00:15:24,405
[casey_]: market started crashing of course things things
happened and it wasn't the fact that he

260
00:15:24,485 --> 00:15:29,312
[casey_]: lost money it wasn't the fact that
he had had it was it didn't have

261
00:15:29,352 --> 00:15:32,036
[casey_]: anything to do with the business it
had to do with the fact that he

262
00:15:32,096 --> 00:15:38,594
[casey_]: was using different l l cs and
he was basically commingling funds covering from one

263
00:15:39,155 --> 00:15:40,657
[casey_]: praying for a long shot

264
00:15:40,620 --> 00:15:42,120
[mark_pierce]: yeah

265
00:15:40,797 --> 00:15:42,500
[casey_]: that the market would rise once it

266
00:15:42,550 --> 00:15:42,570
[mark_pierce]: a

267
00:15:42,560 --> 00:15:42,701
[casey_]: got

268
00:15:42,731 --> 00:15:42,831
[mark_pierce]: you

269
00:15:42,781 --> 00:15:42,861
[casey_]: to

270
00:15:42,892 --> 00:15:42,972
[mark_pierce]: go

271
00:15:42,921 --> 00:15:43,021
[casey_]: the

272
00:15:43,133 --> 00:15:43,334
[mark_pierce]: to the

273
00:15:43,282 --> 00:15:46,607
[casey_]: end it got to the end and
then the judge was like hey man you

274
00:15:46,687 --> 00:15:50,694
[casey_]: can't you can't take money from all
these l l c and do all this

275
00:15:50,754 --> 00:15:52,697
[casey_]: it just doesn't work like that so
they

276
00:15:52,595 --> 00:15:52,635
[mark_pierce]: m

277
00:15:53,258 --> 00:15:56,904
[casey_]: ultimately ended up finding him guilty of
i think i can remember he said one

278
00:15:57,245 --> 00:16:01,272
[casey_]: one one violation of wire for art
or something like that and then you know

279
00:16:01,260 --> 00:16:01,280
[mark_pierce]: m

280
00:16:01,392 --> 00:16:05,158
[casey_]: doing some prison time any way super
nice guy you could tell he was not

281
00:16:05,198 --> 00:16:08,544
[casey_]: a hardened criminal of any kind he's
actually back raising money and back doing business

282
00:16:09,625 --> 00:16:17,456
[casey_]: he got he got some type of
c c finally forgave him and anyway he's

283
00:16:17,516 --> 00:16:17,797
[casey_]: back don

284
00:16:17,790 --> 00:16:17,931
[mark_pierce]: kay

285
00:16:17,917 --> 00:16:24,187
[casey_]: visits so um but once that money
transfers from one l l c to another

286
00:16:24,268 --> 00:16:29,118
[casey_]: does that open up does that open
the risk of all of them to the

287
00:16:29,199 --> 00:16:31,918
[casey_]: same potential adverse

288
00:16:32,310 --> 00:16:32,512
[mark_pierce]: oh

289
00:16:33,952 --> 00:16:37,338
[casey_]: i like something happening does it then
open them all up if they're all sharing

290
00:16:37,418 --> 00:16:38,420
[casey_]: money what is

291
00:16:38,352 --> 00:16:38,434
[mark_pierce]: ah

292
00:16:38,540 --> 00:16:40,332
[casey_]: the i mean

293
00:16:40,213 --> 00:16:40,415
[mark_pierce]: yeah

294
00:16:40,392 --> 00:16:43,539
[casey_]: i guess i there now a little
more definition on what what the l c

295
00:16:43,679 --> 00:16:44,481
[casey_]: actually protects

296
00:16:44,950 --> 00:16:48,575
[mark_pierce]: you have to ask yourself why is
one l c transferring my money to a

297
00:16:48,616 --> 00:16:54,054
[mark_pierce]: number another l c what's the relationship
and if you've got three like example that

298
00:16:54,094 --> 00:16:58,040
[mark_pierce]: i gave earlier if you've got three
l c on by a holding company why

299
00:16:58,100 --> 00:17:03,283
[mark_pierce]: would those l cs make payments to
one another well the management company might make

300
00:17:03,344 --> 00:17:07,651
[mark_pierce]: a payment of a mortgage obligation on
behalf of the l s that owns the

301
00:17:07,751 --> 00:17:11,617
[mark_pierce]: building but what you would do as
you would say the management company is collecting

302
00:17:11,657 --> 00:17:16,986
[mark_pierce]: the rents and then the rents are
being remitted to the building companies so the

303
00:17:17,026 --> 00:17:22,516
[mark_pierce]: building can pay their expenses now that's
an intra company agreement there and that's a

304
00:17:22,576 --> 00:17:24,198
[mark_pierce]: contract because those two parties

305
00:17:23,973 --> 00:17:24,277
[casey_]: let's do

306
00:17:24,238 --> 00:17:29,948
[mark_pierce]: are not related they have overlapping membership
interest but they're not related so if you're

307
00:17:29,968 --> 00:17:34,315
[mark_pierce]: going to make a distribution from the
management company to the holding company you have

308
00:17:34,355 --> 00:17:39,102
[mark_pierce]: something that says look we have sufficient
working capitals or to maintain the ongoing business

309
00:17:39,182 --> 00:17:46,150
[mark_pierce]: operations of the management company and we're
distributing the excess to the holding company so

310
00:17:46,350 --> 00:17:50,778
[mark_pierce]: you complied with the law there and
then if there's a investment by the holding

311
00:17:50,838 --> 00:17:55,706
[mark_pierce]: company in one of those l l
s then there's a a notation that says

312
00:17:56,147 --> 00:18:00,213
[mark_pierce]: this is alone and then you document
the loan and we've got forms that do

313
00:18:00,313 --> 00:18:05,662
[mark_pierce]: that all day every day on our
website or it's a contribution of capital to

314
00:18:06,003 --> 00:18:09,629
[mark_pierce]: to the membership interest for the l
l c and you document each one of

315
00:18:09,669 --> 00:18:13,375
[mark_pierce]: those tin actions but when you start
moving money back and forth between those l

316
00:18:13,856 --> 00:18:18,924
[mark_pierce]: s and confusing one l c with
another and for terms of financial recording and

317
00:18:19,005 --> 00:18:23,011
[mark_pierce]: making your statements to a bank what
are you reporting is being your assets are

318
00:18:23,051 --> 00:18:26,237
[mark_pierce]: they in fact your assets and it
seems that that's probably where the gentlemen got

319
00:18:26,297 --> 00:18:29,602
[mark_pierce]: into trouble as he just lost track
of who had one and just put them

320
00:18:29,642 --> 00:18:33,930
[mark_pierce]: all into one pile when he started
having financial difficulties so that's what he ended

321
00:18:34,050 --> 00:18:37,196
[mark_pierce]: in trouble with so you got to
watch that flow of money and you have

322
00:18:37,217 --> 00:18:40,584
[mark_pierce]: to articulate how it works you have
to have your account and sign off on

323
00:18:40,744 --> 00:18:44,711
[mark_pierce]: your attorney sign off and then you
have to follow it and i just got

324
00:18:44,592 --> 00:18:46,512
[casey_]: yeah

325
00:18:44,751 --> 00:18:48,056
[mark_pierce]: off the phone with a gentleman earlier
today and i said look you can spend

326
00:18:48,617 --> 00:18:53,165
[mark_pierce]: five hundred six hundred dollars on a
couple of conversations get it all right up

327
00:18:53,305 --> 00:18:57,893
[mark_pierce]: front understand it and you're gonna save
yourself hundreds of thousands of dollars of problems

328
00:18:58,033 --> 00:19:04,564
[mark_pierce]: and months of litigation difficulties if you
don't and so that's what i advise people

329
00:19:04,744 --> 00:19:07,268
[mark_pierce]: get it done right up front understand
what your obligations

330
00:19:07,102 --> 00:19:07,363
[casey_]: well

331
00:19:07,449 --> 00:19:07,589
[mark_pierce]: en

332
00:19:07,463 --> 00:19:07,723
[casey_]: and it's

333
00:19:07,689 --> 00:19:07,829
[mark_pierce]: here

334
00:19:07,804 --> 00:19:07,904
[casey_]: so

335
00:19:08,093 --> 00:19:08,134
[mark_pierce]: a

336
00:19:08,665 --> 00:19:14,114
[casey_]: and i've been involved in that too
it's so easy it's so absolutely wells not

337
00:19:14,154 --> 00:19:17,239
[casey_]: necesarily it's easy it's usually most convenient
to be like

338
00:19:17,221 --> 00:19:17,342
[mark_pierce]: yeah

339
00:19:17,400 --> 00:19:17,800
[casey_]: oh man

340
00:19:17,685 --> 00:19:18,714
[mark_pierce]: man that that's a good phrase

341
00:19:18,682 --> 00:19:22,408
[casey_]: i just spent i went to the
lows and i spent five under bucks buying

342
00:19:23,089 --> 00:19:27,296
[casey_]: this and then just the l l
c just pays the los card or just

343
00:19:27,536 --> 00:19:28,999
[casey_]: pays me back or whatever it

344
00:19:29,745 --> 00:19:30,300
[mark_pierce]: hm

345
00:19:29,920 --> 00:19:33,787
[casey_]: and why that type of transaction assumes
okay

346
00:19:34,500 --> 00:19:34,520
[mark_pierce]: m

347
00:19:34,508 --> 00:19:40,398
[casey_]: it still comes down to what questions
does that open up and questions have questions

348
00:19:40,518 --> 00:19:44,533
[casey_]: whether right wrong or in diff don't
have to be what could potentially have to

349
00:19:44,573 --> 00:19:45,458
[casey_]: be defended

350
00:19:46,390 --> 00:19:46,612
[mark_pierce]: yes

351
00:19:47,093 --> 00:19:48,305
[casey_]: at some point

352
00:19:49,220 --> 00:19:49,422
[mark_pierce]: yes

353
00:19:49,823 --> 00:19:50,648
[casey_]: so that's

354
00:19:50,472 --> 00:19:50,897
[mark_pierce]: absolute

355
00:19:50,809 --> 00:19:53,336
[casey_]: the that's what's that

356
00:19:55,021 --> 00:19:59,433
[mark_pierce]: absolutely when you went to lows and
you bought things what were they for and

357
00:19:59,473 --> 00:20:04,858
[mark_pierce]: you filled out an expense report provided
the substantiation with the n voices to it

358
00:20:04,958 --> 00:20:07,665
[mark_pierce]: exactly where it went to and why
it should go to that l c and

359
00:20:07,705 --> 00:20:14,340
[mark_pierce]: they reimbursed you the cost that's above
board that's not a problem m

360
00:20:14,572 --> 00:20:22,615
[casey_]: well and again i went through a
divorce and so while doing things again to

361
00:20:22,675 --> 00:20:29,587
[casey_]: reiterate what what i meant with my
last point while doing things and the intention

362
00:20:29,727 --> 00:20:32,593
[casey_]: is obviously above board and clear or

363
00:20:32,545 --> 00:20:32,627
[mark_pierce]: oh

364
00:20:33,037 --> 00:20:33,662
[casey_]: clear as day

365
00:20:34,410 --> 00:20:34,636
[mark_pierce]: oh

366
00:20:35,073 --> 00:20:42,084
[casey_]: how somebody wants to make them seem
a court setting increases the cost of defense

367
00:20:42,780 --> 00:20:42,800
[mark_pierce]: m

368
00:20:42,966 --> 00:20:46,672
[casey_]: so i guess what i'm getting at
is is not necessarily that what you did

369
00:20:46,732 --> 00:20:51,440
[casey_]: was right wrong right or wrong if
you're leaning towards the side of right it's

370
00:20:51,500 --> 00:20:54,525
[casey_]: the fact that whatever you do do
has to be you have to be able

371
00:20:54,565 --> 00:20:56,990
[casey_]: to defend it at some point and
you want to be able to defend it

372
00:20:57,090 --> 00:21:02,960
[casey_]: as fast as precisely and as cheap
as possible right

373
00:21:02,700 --> 00:21:02,720
[mark_pierce]: m

374
00:21:04,332 --> 00:21:04,652
[casey_]: and a lot

375
00:21:04,541 --> 00:21:04,766
[mark_pierce]: yes

376
00:21:04,692 --> 00:21:07,795
[casey_]: of times none of that happens so

377
00:21:08,670 --> 00:21:09,316
[mark_pierce]: oh

378
00:21:08,776 --> 00:21:11,819
[casey_]: um well let's talk a little bit
about i want to talk a little bit

379
00:21:11,879 --> 00:21:17,305
[casey_]: about is there is there any tax
advantages for the wyoming stuff and maybe you

380
00:21:17,385 --> 00:21:22,294
[casey_]: mentioned something earlier i'm trying to i'm
trying to keep track of everything you've said

381
00:21:22,334 --> 00:21:27,262
[casey_]: because it's so much but i'm wanting
to is there any tax advantages to and

382
00:21:27,722 --> 00:21:30,887
[casey_]: to having the wyoming stuff set up
that way or is it pretty much purely

383
00:21:31,067 --> 00:21:33,671
[casey_]: just liability and so on

384
00:21:34,480 --> 00:21:39,208
[mark_pierce]: well liabilities the overriding factor the taxes
are interesting a lot of l s you

385
00:21:39,248 --> 00:21:43,415
[mark_pierce]: can elect what tax structure you want
to have you can be a c corp

386
00:21:43,515 --> 00:21:48,824
[mark_pierce]: and score a partnership or if you're
sold pritorship just to passed through entity the

387
00:21:49,225 --> 00:21:52,570
[mark_pierce]: l c itself does not have a
tax identity you have to select the tax

388
00:21:52,690 --> 00:21:56,256
[mark_pierce]: identity and for years people say that
well the best thing to do is to

389
00:21:56,357 --> 00:21:58,380
[mark_pierce]: select the partnership designation two

390
00:21:58,332 --> 00:21:58,493
[casey_]: oh

391
00:21:58,480 --> 00:22:05,220
[mark_pierce]: or more people involved in it because
you can ride through more partnership expenses you

392
00:22:05,260 --> 00:22:08,445
[mark_pierce]: could if you were under some sort
of different tax level like a c cor

393
00:22:09,327 --> 00:22:14,475
[mark_pierce]: i think that's quickly coming to an
end because the irfhasirs has been authorized to

394
00:22:14,636 --> 00:22:20,706
[mark_pierce]: begin auditing more substantially the taxes earns
for partnerships and there's a number of issues

395
00:22:20,766 --> 00:22:25,954
[mark_pierce]: going on within the l c industry
state to state in nashlit in respect of

396
00:22:26,015 --> 00:22:30,923
[mark_pierce]: that but what it comes down to
is that the i as audits the entity

397
00:22:31,003 --> 00:22:34,909
[mark_pierce]: itself and then makes an assessment against
the partners what right did the partners have

398
00:22:34,949 --> 00:22:38,776
[mark_pierce]: to participate in the audit that resulted
in their liability so what they're trying to

399
00:22:38,836 --> 00:22:41,901
[mark_pierce]: do is to get an act together
that said look we're going to put this

400
00:22:41,941 --> 00:22:47,831
[mark_pierce]: thing together we're going to audit these
processes there's transparency to everyone gets an opportunity

401
00:22:48,232 --> 00:22:52,939
[mark_pierce]: to participate and then this is the
tax result so for years they said that

402
00:22:53,060 --> 00:22:58,128
[mark_pierce]: could wash more expenses through a partnership
than you could through say a sole proprietorship

403
00:22:58,489 --> 00:23:02,175
[mark_pierce]: whether or not that's going to remain
the case i don't know but the advantage

404
00:23:02,295 --> 00:23:06,767
[mark_pierce]: was substantially in favor of that partnership
for number versus a soul proprietorship

405
00:23:08,672 --> 00:23:13,860
[casey_]: got you okay well and that's interesting
and it's like you said it's and again

406
00:23:13,940 --> 00:23:19,309
[casey_]: we get into so many different tangles
of one or the other now i want

407
00:23:19,370 --> 00:23:25,449
[casey_]: to talk you made mention earlier about
an l l c that basically like physically

408
00:23:25,509 --> 00:23:28,754
[casey_]: owns the dirt and then an l
c that actually owns the building and then

409
00:23:28,834 --> 00:23:31,839
[casey_]: an l l c that actually manages
the property and

410
00:23:31,935 --> 00:23:32,490
[mark_pierce]: hm

411
00:23:32,019 --> 00:23:38,430
[casey_]: what states does that actually happen in
i know like in kentucky things that like

412
00:23:38,470 --> 00:23:45,121
[casey_]: we have a theory of attached property
right so like if you own a house

413
00:23:45,322 --> 00:23:48,988
[casey_]: the chimney is attached to that if
you own a piece of land that house

414
00:23:49,028 --> 00:23:51,732
[casey_]: is attached to that land and you
want to take the chimney with you well

415
00:23:51,812 --> 00:23:54,477
[casey_]: that chimneys attached to that house which
is attached to the land and

416
00:23:54,450 --> 00:23:54,470
[mark_pierce]: m

417
00:23:54,537 --> 00:24:02,575
[casey_]: so what states what states would something
like that be or what situation would that

418
00:24:02,876 --> 00:24:03,698
[casey_]: need to happen in

419
00:24:04,540 --> 00:24:08,827
[mark_pierce]: you know i don't know kentucky have
an income tax that they assess against corporations

420
00:24:08,887 --> 00:24:10,290
[mark_pierce]: and individuals they do

421
00:24:10,254 --> 00:24:10,458
[casey_]: yes

422
00:24:12,033 --> 00:24:17,143
[mark_pierce]: when you're looking at domiciling your l
c outside of kentucky but all your source

423
00:24:17,263 --> 00:24:18,428
[mark_pierce]: income is from kentucky

424
00:24:19,116 --> 00:24:19,279
[casey_]: yeah

425
00:24:19,690 --> 00:24:23,276
[mark_pierce]: kentucky has a right to tax that
and the supreme course recognized that in every

426
00:24:23,336 --> 00:24:27,543
[mark_pierce]: case that it's ever come up with
so that's a debt issue so if you

427
00:24:27,703 --> 00:24:32,414
[mark_pierce]: own land in kentucky and you're getting
paid for owning that land and someone's listening

428
00:24:32,475 --> 00:24:35,248
[mark_pierce]: it from you you're going to have
to recognize those revenues in kentucky

429
00:24:35,282 --> 00:24:36,555
[casey_]: yep absolutely

430
00:24:36,280 --> 00:24:39,004
[mark_pierce]: you're not going to get away from
them but if you have any commerce company

431
00:24:39,104 --> 00:24:43,812
[mark_pierce]: the management company in particular because you're
delivering services in kentucky not delivering them in

432
00:24:43,892 --> 00:24:48,861
[mark_pierce]: wyoming so those would all have kentucky
tax forms that would have to be file

433
00:24:49,522 --> 00:24:53,709
[mark_pierce]: if you have any commerce company that's
matching orders and making payments and doing things

434
00:24:53,769 --> 00:24:59,558
[mark_pierce]: and domiciling it in wyoming with workers
who are engaged in that process throughout the

435
00:24:59,598 --> 00:25:04,833
[mark_pierce]: united states then you can domicile those
profits in wyoming because that's most substantially attached

436
00:25:04,853 --> 00:25:09,283
[mark_pierce]: to because that's where your server is
that's that's an issue that may begin to

437
00:25:09,364 --> 00:25:12,709
[mark_pierce]: come up over a period of time
and there have been some cases that are

438
00:25:12,749 --> 00:25:16,816
[mark_pierce]: brought up on the tax side but
that's substantially how it works right now to

439
00:25:16,876 --> 00:25:21,328
[mark_pierce]: re domicile those taxes away from it's
like california into wyoming where you can say

440
00:25:21,408 --> 00:25:23,978
[mark_pierce]: fourteen to twelve per cent on the
tax burden

441
00:25:25,003 --> 00:25:28,048
[casey_]: wow wow okay and that's an

442
00:25:28,050 --> 00:25:28,256
[mark_pierce]: oh

443
00:25:28,349 --> 00:25:32,716
[casey_]: and everything the thing that i've realized
about all these structures and everything is at

444
00:25:32,796 --> 00:25:38,971
[casey_]: all makes perfect sense it's just a
matter trying to determine what's the best use

445
00:25:39,052 --> 00:25:45,269
[casey_]: or the best case for your scenario
right and that always seems to be the

446
00:25:45,309 --> 00:25:54,044
[casey_]: big the bigger picture is is what
scenario matches these different structures now the single

447
00:25:54,164 --> 00:25:59,014
[casey_]: member l l c what here's the
way that we structure things when we start

448
00:25:59,094 --> 00:26:05,124
[casey_]: looking at it like from this perspective
now i i've actually seen a limited partnership

449
00:26:06,005 --> 00:26:14,304
[casey_]: that has a managing member l l
c that is the only i'm sorry trying

450
00:26:14,344 --> 00:26:17,770
[casey_]: to think so you got a limited
partnership that split into g p and l

451
00:26:17,810 --> 00:26:19,232
[casey_]: p right and then

452
00:26:19,200 --> 00:26:19,220
[mark_pierce]: m

453
00:26:19,272 --> 00:26:25,467
[casey_]: you have a managing member l l
c that is the manager of that um

454
00:26:26,512 --> 00:26:27,895
[casey_]: partnership then

455
00:26:27,873 --> 00:26:28,380
[mark_pierce]: hm

456
00:26:28,035 --> 00:26:33,726
[casey_]: you have another l l c that
is that manages the single manager of else

457
00:26:34,230 --> 00:26:34,250
[mark_pierce]: m

458
00:26:34,266 --> 00:26:39,255
[casey_]: in order to keep in order to
keep that all separate i guess and then

459
00:26:40,557 --> 00:26:51,672
[casey_]: effectively what it amounts to is is
the limited partnership becomes basically an unowned entity

460
00:26:52,434 --> 00:26:56,360
[casey_]: other than g p and p or
i'm sorry one member is the member of

461
00:26:56,400 --> 00:27:00,727
[casey_]: the managing members the is the g
p and then the l p's are all

462
00:27:01,188 --> 00:27:05,579
[casey_]: insulated of course by just being passive
vestors does that make sense

463
00:27:06,520 --> 00:27:11,025
[mark_pierce]: well that's been the overriding way in
which a lot of real estate developments have

464
00:27:11,046 --> 00:27:13,869
[mark_pierce]: been put into place for the last
fifty or sixty years isn't it

465
00:27:14,999 --> 00:27:15,182
[casey_]: yeah

466
00:27:15,806 --> 00:27:21,388
[mark_pierce]: i personally think that the limit of
partnership statutes are kind of an historical anachronism

467
00:27:22,070 --> 00:27:26,978
[mark_pierce]: and as these loss began to develop
particularly the series l cs where you can

468
00:27:27,098 --> 00:27:32,146
[mark_pierce]: own a number of properties underneath one
one holding company l l see if you

469
00:27:32,247 --> 00:27:35,652
[mark_pierce]: will one l c at the top
of series that come down an you ice

470
00:27:35,692 --> 00:27:39,599
[mark_pierce]: flat the liability between the two and
you recognize that i think that will be

471
00:27:39,659 --> 00:27:44,106
[mark_pierce]: the way that real estate development in
volves into the future the difficulty that have

472
00:27:44,166 --> 00:27:44,267
[mark_pierce]: with

473
00:27:44,185 --> 00:27:44,348
[casey_]: yeah

474
00:27:44,287 --> 00:27:48,254
[mark_pierce]: thou series l l c statutes they
have not been well litigated so far they

475
00:27:48,354 --> 00:27:52,441
[mark_pierce]: just fairly new and i think courts
and lanes well i think it was seventeen

476
00:27:52,541 --> 00:27:54,866
[mark_pierce]: states that had series allison s last
account

477
00:27:54,663 --> 00:27:54,844
[casey_]: yeah

478
00:27:54,906 --> 00:27:56,368
[mark_pierce]: that i had and

479
00:27:56,232 --> 00:27:56,918
[casey_]: yeah

480
00:27:57,090 --> 00:28:01,542
[mark_pierce]: if you run into a series l
c in a state that doesn't recognize series

481
00:28:01,642 --> 00:28:05,723
[mark_pierce]: elausies how do you explain that to
your bankers you explain it to the state

482
00:28:06,083 --> 00:28:09,010
[mark_pierce]: how do you explain it to the
licensing commission if you need to do business

483
00:28:09,050 --> 00:28:12,618
[mark_pierce]: there so i think it's a great
idea whose time has not come yet

484
00:28:13,842 --> 00:28:16,171
[casey_]: yeah yeah i would agree iwolareokay

485
00:28:16,240 --> 00:28:16,461
[mark_pierce]: but the

486
00:28:16,613 --> 00:28:18,139
[casey_]: awesome let's go ahead

487
00:28:19,530 --> 00:28:23,377
[mark_pierce]: i was gonna say the holding company
i'll see with cis underneath it though you

488
00:28:23,437 --> 00:28:27,844
[mark_pierce]: can contract ly put together what you
want which is a lot like a limited

489
00:28:27,884 --> 00:28:31,170
[mark_pierce]: partnership but you don't have the over
writing statutes that you do with them a

490
00:28:31,211 --> 00:28:35,577
[mark_pierce]: partnership that you have to comply with
i think it's an easier contraction combination

491
00:28:38,344 --> 00:28:41,469
[casey_]: it makes sense and again it's all
kind of in the eye of the beholder

492
00:28:41,549 --> 00:28:44,775
[casey_]: what makes the most sense for that
particular deal or that particular

493
00:28:44,390 --> 00:28:44,532
[mark_pierce]: yeah

494
00:28:44,855 --> 00:28:48,701
[casey_]: set up and then maybe you have
you know maybe you have have some some

495
00:28:49,302 --> 00:28:52,367
[casey_]: and then it kind of all depends
on where the where everything falls in the

496
00:28:52,387 --> 00:28:54,611
[casey_]: capital stack you know as far as
the

497
00:28:54,540 --> 00:28:54,560
[mark_pierce]: m

498
00:28:54,751 --> 00:28:58,778
[casey_]: debt stack goes and so on so
forth so all right awesome mark you've given

499
00:28:58,838 --> 00:29:01,563
[casey_]: us a ton of information today i
want to thank you for first of all

500
00:29:02,003 --> 00:29:04,788
[casey_]: number two we've got a couple of
questions we ask every guest that comes on

501
00:29:04,828 --> 00:29:08,895
[casey_]: the show is just to to to
get some opinion about

502
00:29:08,760 --> 00:29:08,861
[mark_pierce]: and

503
00:29:09,075 --> 00:29:12,581
[casey_]: who you are what makes you take
and so on so forth but the first

504
00:29:12,621 --> 00:29:16,009
[casey_]: of those questions is what is the
best book that you've recently read or are

505
00:29:16,049 --> 00:29:16,690
[casey_]: currently reading

506
00:29:17,940 --> 00:29:23,661
[mark_pierce]: oh gosh it was douglas hoffstatter's i
am a strange loop about what do you

507
00:29:23,681 --> 00:29:29,130
[mark_pierce]: mean by physial physical what do you
mean by intellectual confidence how does your brain

508
00:29:29,270 --> 00:29:32,716
[mark_pierce]: work why do you think the way
that you think why is it you perceive

509
00:29:32,796 --> 00:29:35,302
[mark_pierce]: things the way that you perceive them
yeah

510
00:29:35,262 --> 00:29:35,404
[casey_]: yep

511
00:29:36,380 --> 00:29:38,544
[mark_pierce]: the great thing about it was there
really wasn't any answer

512
00:29:39,282 --> 00:29:39,624
[casey_]: uh

513
00:29:40,848 --> 00:29:41,689
[mark_pierce]: so if you're looking for an

514
00:29:41,741 --> 00:29:41,802
[casey_]: ah

515
00:29:41,789 --> 00:29:44,754
[mark_pierce]: answer to things i guess you can
find them but they're generally wrong it's like

516
00:29:44,894 --> 00:29:47,959
[mark_pierce]: dick jane said one time he says
there's a simple answer to every every pro

517
00:29:48,560 --> 00:29:50,924
[mark_pierce]: the problem is that it's generally wrong
so

518
00:29:51,172 --> 00:29:51,661
[casey_]: that's right

519
00:29:52,106 --> 00:29:56,574
[mark_pierce]: you know when you look at issues
and problems of what not think more react

520
00:29:56,674 --> 00:30:01,402
[mark_pierce]: less give yourself some time with them
and allow yourself to put it into context

521
00:30:01,462 --> 00:30:04,887
[mark_pierce]: and work your way through it here
you're giving a wonderful mechanism right here take

522
00:30:04,947 --> 00:30:05,769
[mark_pierce]: some time to use it

523
00:30:07,052 --> 00:30:10,959
[casey_]: awesome you're definitely you're you're not wrong
about that and then a lot of times

524
00:30:11,239 --> 00:30:14,445
[casey_]: i am guilty of not using that
mechanism myself so

525
00:30:14,640 --> 00:30:14,922
[mark_pierce]: yeah

526
00:30:15,346 --> 00:30:19,021
[casey_]: all right next question what is a
dream vacation that you've either taken or steak

527
00:30:20,590 --> 00:30:24,954
[mark_pierce]: oh wild dream vacation i'll tell you
my wife and i just recently went on

528
00:30:25,155 --> 00:30:31,310
[mark_pierce]: she's a retired college professor she took
a gig on semester at sea and we

529
00:30:31,411 --> 00:30:35,797
[mark_pierce]: spent four months cruising the mediterranean up
into the north sea and around the scandinavian

530
00:30:35,857 --> 00:30:38,080
[mark_pierce]: countries and back into germany so i

531
00:30:38,063 --> 00:30:38,244
[casey_]: wow

532
00:30:38,160 --> 00:30:42,544
[mark_pierce]: got to places like cyprus and i
never thought i was i didn't know where

533
00:30:42,585 --> 00:30:46,028
[mark_pierce]: it was and then malta another one
just magnificent

534
00:30:45,323 --> 00:30:45,503
[casey_]: wow

535
00:30:46,228 --> 00:30:46,869
[mark_pierce]: life is that

536
00:30:47,126 --> 00:30:52,495
[casey_]: malta is on my bucket list definitely
it's malta of those places right off spain

537
00:30:52,615 --> 00:30:52,855
[casey_]: right

538
00:30:53,350 --> 00:30:53,551
[mark_pierce]: yeah

539
00:30:53,416 --> 00:30:54,378
[casey_]: right just just a little

540
00:30:54,234 --> 00:30:54,375
[mark_pierce]: yeah

541
00:30:54,418 --> 00:30:54,498
[casey_]: bit

542
00:30:54,435 --> 00:30:54,576
[mark_pierce]: yeah

543
00:30:54,558 --> 00:30:57,504
[casey_]: south of spain it's definitely on my
kit list i mean

544
00:30:57,541 --> 00:30:57,704
[mark_pierce]: yeah

545
00:30:57,564 --> 00:31:01,275
[casey_]: just such a um interesting that's

546
00:31:01,094 --> 00:31:01,418
[mark_pierce]: yes meg

547
00:31:01,355 --> 00:31:01,556
[casey_]: that's

548
00:31:01,498 --> 00:31:01,620
[mark_pierce]: there

549
00:31:01,616 --> 00:31:01,816
[casey_]: pretty

550
00:31:01,660 --> 00:31:01,863
[mark_pierce]: wasn't

551
00:31:01,856 --> 00:31:03,020
[casey_]: near four months

552
00:31:03,540 --> 00:31:06,985
[mark_pierce]: yeah four months and then you know
i was able to run my company remotely

553
00:31:07,867 --> 00:31:11,793
[mark_pierce]: there's an eight hour time difference but
you know i got my emails like got

554
00:31:11,833 --> 00:31:15,782
[mark_pierce]: everything i needed to do i did
podcasts like this on there and worked pretty

555
00:31:15,803 --> 00:31:15,984
[mark_pierce]: well

556
00:31:16,812 --> 00:31:21,119
[casey_]: an that's pretty cool that's that's really
probably one of the coolest things i've heard

557
00:31:22,101 --> 00:31:25,827
[casey_]: well gool all right well mark listen
if the listeners heard something or they want

558
00:31:25,867 --> 00:31:28,311
[casey_]: to reach out and get in touch
with cloud peak log group or they want

559
00:31:28,351 --> 00:31:31,801
[casey_]: to chang in touch with you or
maybe even they have stuff that business they

560
00:31:31,841 --> 00:31:33,145
[casey_]: want to do with you what is
the

561
00:31:33,192 --> 00:31:33,720
[mark_pierce]: hm

562
00:31:33,225 --> 00:31:34,669
[casey_]: best way for them to reach out
and do that

563
00:31:35,240 --> 00:31:39,948
[mark_pierce]: well we've got a website w w
w dot wyoming l l c attorney dot

564
00:31:40,028 --> 00:31:45,176
[mark_pierce]: com we have customers service representatives and
sales people can help you through a lot

565
00:31:45,217 --> 00:31:49,424
[mark_pierce]: of issues free of cost and if
you want to book an appointment with me

566
00:31:49,504 --> 00:31:53,843
[mark_pierce]: then that's available on line of spill
you can book an appointment i generally find

567
00:31:54,464 --> 00:31:57,553
[mark_pierce]: you're gonna have a hard time finding
a good l l c attorney who books

568
00:31:57,613 --> 00:31:59,658
[mark_pierce]: half hour time and camotes i'm glad
to do it

569
00:32:00,552 --> 00:32:04,979
[casey_]: yeah yeah you're exactly right especially one
that's competent that knows what you know i

570
00:32:05,039 --> 00:32:09,326
[casey_]: mean we have there's a lot of
there's a lot of claiming to know a

571
00:32:09,446 --> 00:32:11,370
[casey_]: lot of stuff that goes

572
00:32:11,250 --> 00:32:11,270
[mark_pierce]: m

573
00:32:11,470 --> 00:32:17,126
[casey_]: on in this business and sometimes you
have to be very very careful so

574
00:32:17,341 --> 00:32:17,421
[mark_pierce]: ah

575
00:32:17,467 --> 00:32:17,708
[casey_]: anyway

576
00:32:17,482 --> 00:32:17,925
[mark_pierce]: you sure

577
00:32:17,988 --> 00:32:18,249
[casey_]: awesome

578
00:32:18,006 --> 00:32:18,268
[mark_pierce]: dry

579
00:32:19,272 --> 00:32:23,178
[casey_]: well listen thanks again for taking the
time to be with us and listeners as

580
00:32:23,278 --> 00:32:26,844
[casey_]: always please head down and leave us
a five star review and also

581
00:32:26,910 --> 00:32:27,314
[mark_pierce]: uh

582
00:32:26,944 --> 00:32:27,525
[casey_]: type of review

583
00:32:27,799 --> 00:32:27,840
[mark_pierce]: uh

584
00:32:27,986 --> 00:32:30,751
[casey_]: so that others may know what we
talk about and what you liked

585
00:32:30,782 --> 00:32:30,863
[mark_pierce]: it

586
00:32:30,831 --> 00:32:35,439
[casey_]: about on the cash flow pro podcast
and while you're there please smash that subscribe

587
00:32:35,499 --> 00:32:40,607
[casey_]: button so that you can be notified
when we release new episodes and you will

588
00:32:40,667 --> 00:32:44,153
[casey_]: never miss an episode as long as
you subscribe because pop up and tell you

589
00:32:44,454 --> 00:32:47,719
[casey_]: and then you can come in here
and join us and mark again thank you

590
00:32:47,779 --> 00:32:49,582
[casey_]: so much sir for your time i
know

591
00:32:49,613 --> 00:32:50,040
[mark_pierce]: hm

592
00:32:51,025 --> 00:32:53,228
[casey_]: i don't know what the bill rate
is for it but it's probably

593
00:32:53,190 --> 00:32:55,470
[mark_pierce]: oh

594
00:32:53,268 --> 00:32:55,693
[casey_]: pretty high for what you just dropped
or for him i

595
00:32:55,680 --> 00:32:55,944
[mark_pierce]: oh

596
00:32:55,753 --> 00:32:58,580
[casey_]: want to thank you again for that
and hope everybody is a wonderful rest of

597
00:32:58,620 --> 00:32:58,840
[casey_]: the day

598
00:32:59,944 --> 00:33:00,450
[mark_pierce]: thank you kate