Conceptos Bâsicos para que un empresario latino comience a entender los puntos de negocios en un contrato para establecer una corporación en Estados Unidos (USA). Una serie de 4 presentaciones, la primera se refiere al cuerpo de todos los documentos envueltos en una corporación.

1. DOCUMENTOS
CORPORATIVOS
EN USA

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Rodrigo
Azpúrua
A real estate developer with special focus on office and hotel properties, Rodrigo
Azpúrua has been responsible for the acquisition, design, governmental
approvals and construction of over 1.2 million square feet of
commercial properties throughout the State of Florida.
Valued at over a quarter billion dollars, the properties were financed
with various capital structures. including domestic and international equity
investors, bank loans and private funds. His legal background has played a key
role in the success of his company, RIVIERA POINT DEVELOPMENT GROUP,
which financed its latest projects through the federal EB-5 Visas Program,
achieving a 100% approval rate from the USCIS for each of them.
Rodrigo holds the CCIM ® designation, a law degree and is a father of three
sons aged 20,17 and 11.
Rodrigo and his wife Dania are are longtime community stewards involved in
many philanthropic activities, including the St Jude’s Hospital Research
Foundation, Seeds of Life Foundation and Drogadictos Anonimos in Homestead.
He is the author of the book “Real Estate Development and EB-5 Visas”
published by Amazon and available in Apple’s ibook store, and is also a regular
speaker and consultant on the subject. He has spoken for a wide range of
audiences in locations including Caracas, Buenos Aires, Quito, Shanghai,
Shenzhen, Hong Kong and many others. Frequently quoted on EB-5 trends in
media, he has appeared on CNN, Fox News, in the Miami Herald and Sun
Sentinel, among others.
Clifton StrengthsFinder® Top Seven Strengths: Strategic, Learner, Activator,
Intellection, Maximizer, Achiever, Responsibility.

3. Español e Inglés para que se familiarize con los términos
No es un “legal advice”

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Manager/
Representante
Legal
Investor
Asset/
Activos
Operating
Agreement

5. INTRO
As an entrepreneur, one of the important decisions you
must make is what type of legal entity to create for your
business.
Two common structures that offer owners protection
from personal liability in business dealings are:
• Limited Liability Company (LLC) and
• CORPORATION

6. LLC
A limited liability company (LLC) is a corporate structure whereby the
members of the company cannot be held personally liable for the
company's debts or liabilities. Limited liability companies are essentially
hybrid entities that combine the characteristics of a corporation and a
partnership or sole proprietorship.
Sociedad de responsabilidad limitada, negocio o compañía organizada de
tal manera que sus dueños y accionistas no son personalmente
responsables por las deudas u otras responsabilidades (como daños por
juicios)

7. Corp
A corporation is a legal entity that is separate and distinct from its
owners. Corporations enjoy most of the rights and responsibilities that an
individual possesses; that is, a corporation has the right to enter into
contracts, loan and borrow money, sue and be sued, hire employees,
own assets and pay taxes. It is often referred to as a "legal person."
Es un contrato plurilateral de organización creado por el legislador como
medio de concentrar capitales para la realización de una actividad de
carácter económico y a través del cual sus otorgantes disponen de un
complejo de normas estructurales y funcionales destinadas a regular
permanentemente las relaciones emergentes del negocio jurídico
constitutivo.

8. Preguntas y Mitos

9. NEW FLORIDA, LLC
Operating
Agreement
Manager
Asset
Investor
Ejemplo
Genérico

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Syndication
Mas de
US $250,000,000
desde el 2002

11. Lake MaryWorking for others

12. Lake MaryWorking for others

13. Boca RatonWorking for others

14. WellingtonWorking for others

15. Proyectos
2014

16. PROYECTO
S 2015

17. PROYECTO
S 2016

18. Enero 2017

19. Creation
Corporation
The creation of a corporation generally requires you to file articles of
incorporation. The articles requires:
• the name of the business,
• its address,
• the type of operations you will conduct,
• and the name and address of the registered agent and incorporators.
Only corporate structures may include the term “Inc.” after the business
name, which indicates to the public that the business is a corporation.
Must be filed at:
Florida Department of State
Division of Corporation
http://www.sunbiz.org

20. Creation
• Limited Liability Companies LLCs must file a certificate of
organization that includes:
• the name of the business,
• the principal office address
• and the name and address of an agent who may receive legal service
of process on behalf of the LLC.
• LLCs generally must include some wording in the name to indicate the
structure, such as "LLC" or "Limited Liability Company."

21. NEW FLORIDA, LLC
Manager
Certificate of organization

22. Taxation
Corporations must adhere to all federal corporate tax
requirements.
TAX IDENTIFICATION NUMBER (TIN)
EIN Employer Identification Number
FEIN Federal Employer Identification Number

23. NEW FLORIDA, LLC
Manager
Certificate of organization TAX IDENTIFICATION NUMBER (TIN)
EIN Employer Identification Number
FEIN Federal Employer Identification Number

24. Ownership
Interest
The owners of a corporation hold
stock certificates or shares
in the company. Generally, shareholders of the corporation have the
right to vote in board of director elections, on resolutions to dissolve
the company and on other matters that require fundamental changes
to the corporation.
In contrast, the owners of an LLC do not receive a share of stock in
the company. Needs to sign a SubscriptionAgreement.
Become Members.

25. LLC
Members Share Holder
CORP

26. Taxation
CORPORATIONS: These include the filing of an annual IRS Form 1120 and
the prompt payment of income tax on all business earnings.
Limited Liability Companies are tax report entity, members pay taxes.
The first quarter of the year the Managing member will file an informational
1065 form with the IRS reporting the results of the operation of the previous
year.
Each member will receive a Schedule K-1 form who then report its share of
income on their own tax report.

27. LLC
Members Share Holder
CORP
Taxes
are paid
here
Taxes
are paid
here

28. LLC
Documents that conform and LLC
• Certificate of Organization
• Operating Agreement
• Subscription Agreement
• If a private offering is made will also include a PPM.
Private Placement Memorandum

29. NEW FLORIDA, LLC
Operating
Agreement
Manager
Asset
Investor
Subscription
Agreement

30. OPERATING
AGREEMEN
T
An Operating Agreement is an agreement among
limited liability company ("LLC") members governing
the LLC's business, and members' financial and
managerial rights and duties.[
Operating Agreement defines:
• each member or manager's rights, powers, and entitlements.
• Capital accounts,
• Membership interest,
• Distributions of profit and allocated tax responsibility, etc.
• This internal document is an agreement set by the company
members that contains provisions for critical items and rules that
run the company. Operating agreements can be amended at any
time by the company members or managers.

32. Enero 2017

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MIAMI RIVER
POINT HOTEL,
LLC
Manager
Riviera Point
VISAS EB-5
EJEMPLO

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MIAMI RIVER
POINT HOTEL,
LLC
VISAS EB-5
Operating
Agreement
• Prioridad de Pagos
• Orden de Distribución
• Derechos del Member
• Protección legal

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Track Record
Over 164
Green Cards
Have been Issued to
our Clients since 2012

36. ESTAREMOS EN:
Fecha Ciudad Hotel
Octubre 4 Caracas Tamanaco
Octubre 6 Maracaibo Intercontinental
Octubre 4 Bogota Nh Collection Teleport
Octubre 18 Quito
JW Marriott
Octubre 20 Guayaquil
Hilton Colon

37. INTERESADOS EN PERSEGUIR ESTA
OPORTUNIDAD
•CONTACTAR RODRIGO AZPURUA
info@rivierapmo.com
•REGISTRARSE PARA CITAS
PERSONALES
• DISCLAIMER: Opinions expressed herein may differ from the opinions expressed by other businesses or affiliates of Miami Agora, and are not
intended to be forecast of future events, a guarantee of future results or real estate market patterns and are subject to change based on market or
other conditions. This document is merely to present information and discussion on topics of interest to real estate professionals and investors. The
information contained here in is not intended to be comprehensive discussion of the strategies or concepts mentioned. Nor is any information or data
discussed intended as tax, investment or legal advice. In pursuing any concept or idea presented, you should rely on your own due diligence and on
your own attorneys, accountant and other professionals to determine if such ideas or concepts are appropriate for you. Although information herein
has been obtained form sources believed to be reliable, Miami Agora and/or Rodrigo Azpurua and its affiliate do not guarantee its accuracy or
completeness and accept no liability for any direct or consequential losses arising from its use. Solid Realty and/or Rodrigo Azpurua assume no
responsibility for any errors, omission, or damages arising from use of information contained here in and the attached documentation.

38. Riviera Point Development Group
Twitter: @rivierapoint
@rivierapoint
Síganos en nuestras redes sociales
www.rivierapmo.com

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