Saturday, November 24, 2007

California EDD Free Tax Compliance Seminars for Employers

The California Employment Development Department (CA EDD), offers free seminars for California employers, to assist them in complying with payroll, unemployment insurance, and disability reporting and deductions for their employees. For many, your business attorney, accountant, and payroll service will handle these issues for you; for those without such assistance, these seminars may be a good place to learn the basic of complying with the numerous laws applicable to any employer.

Some upcoming Southern California seminars are as follows:

Avoiding State Payroll Reporting Errors Tax Seminar, Huntington Beach 1/17/08;

Employee or Independent Contractor Tax Seminar, Anaheim 12/20/07, Huntington Beach 1/1/7/08, Santa Fe Springs 1/4/08;

How to Manage Unemployment Insurance Costs Tax Seminar, Goleta 12/5/07, Oxnard 1/25/08;

State Basic Payroll Tax Seminar, Huntington Beach 11/29/07, Santa Fe Springs 12/6/07;

State Payroll Workship Tax Seminar, Goleta 1/29/08, Huntington, Beach 12/19/07, Oxnard 1/8/08, Santa Fe Springs 11/28/07.

For a full list of EDD seminars offered throughout the year, see
http://www.edd.ca.gov/Payroll_Tax_Seminars/

Monday, November 19, 2007

Bankrate.com Survey: 76% Believe Everyone Should Have a Will, But 57% Don't Have One

Even though three-quarters of our poll respondents (76 percent) believe that everyone should have a will, a whopping 57 percent of Americans don't have one themselves.

Parents of kids younger than 18 make an even poorer showing: 67 percent don't have a will, despite the fact that 88 percent of parents believe wills are an important way to appoint guardians....

This tendency to procrastinate is common to people of all education levels and walks of life, says Marshall Jones, an attorney and accredited estate planner at RMJ Family Wealth Planning in West Palm Beach, Fla.

"It's not surprising that most people don't have a will," he says. "Most attorneys don't have a will.

"Before I was in law school, the chairman of the U.S. Senate Finance Committee died. He was a wealthy man in his own right and his committee was responsible for tax legislation. They found his will in his desk drawer ... unsigned. His family paid millions more in taxes because he did not complete his planning. Not much has changed since then. Many successful people plan every thing else in their lives except their estate plan."
Americans' words and deeds about wills at odds, Bankrate.com, November 19, 2007

Wednesday, November 14, 2007

Billionaries fight estate tax repeal

Billionaire Warren Buffet, one of the world's richest men who, critics note, will personally avoid the payment of most or all death taxes on his estate by giving most of it away to charity, went to Congress today to encourage Democrats to retain the estate tax, against the wishes of the Bush Administration and small business groups:
Billionaire investor Warren Buffett urged senators Wednesday to reject calls by the Bush administration and business groups to permanently repeal the estate tax.

"A progressive and meaningful estate tax is needed to curb the movement of a democracy toward plutocracy," Buffett, the chairman of Berkshire Hathaway told the Senate Finance Committee.

Buffett has long opposed efforts to repeal the tax.

Under the tax-cut package signed by President Bush in 2001, the exemption on the estate tax increases each year, culminating in full repeal in 2010. But the legislation expires at the end of 2010, and estate tax levels return to their pre-2001 levels -- a top tax rate of 55% on inheritances of more than $1 million -- in 2011.

Senate Finance Committee Chairman Max Baucus, D-Mont., said he supports full repeal, but that such a measure doesn't have adequate support. Baucus, noting that less than 1% of families are now subject to the tax, urged lawmakers and others to craft measures designed to exempt most family-owned farms and small businesses.
Sen. Charles Grassley of Iowa, the committee's senior Republican, repeated a call for full repeal.

Grassley said the prospect of family members being forced to sell a business to meet a tax bill shows that the estate tax is fatally flawed from a technical standpoint.
"Instead of the free market determining when assets are bought or sold, the death tax makes that determination," Grassley said....
Buffett urges Senate to oppose estate-tax repeal, CBS Marketwatch, November 14, 2007

See also: Senate Plan to Repeal Inheritance Tax Fails, Washington Post, June 9, 2006

Tuesday, October 30, 2007

Hillary Clinton, Democrat for President, on the Estate Tax

In the first in a series, California Business Law Blog examines the Republican and Democrat presidential candidates' stance on the estate tax, sometimes also know as the death tax or ibheritance tax. First up, Senator Hillary Clinton (Democrat - New York):

Her current presidential platform proposal, which is to some extent inconsistent with her prior voting record, as can be seen below, is to freeze the federal estate tax at 2009 levels, that is, a $3.5 million exemption (she describes this as a $7 million exemption, presumably meaning, for a married couple, the combined total of $7 million in exemptions, which requires proper estate planning to take advantage of). As a result of the "Bush tax cut", the estate tax has been trending downward each year and is currently slated to be completely elminated in 2010 (unlimited exemption amount, 0% tax rate, leading to numerous estate planning jokes centering around solving estate tax problems by planning to die in 2010). However, due to a legislative compromise and other technicalities, it is also scheduled to jump back to tge old, higher tax levels commencing 2011 (only $1 million exemption, 55% tax rate on the balance). It is unlikely give the current political climate that the currently-scheduled death tax rates for 2011 will be allowed to stand unchanged.

For reference purposes, as this is written, in 2007, the exemption amount is $2 million, and the estate tax rate is 45%.

Recently, on the campaign trail in Derry, New Hampshire, Clinton --

answered questions from voters at a town hall at the opera house here, which was her second stop on a two-day swing through the state.

The first question from the audience after Clinton's speech came from a woman who challenged her plan to pay for universal retirement accounts by freezing the estate tax at 2009 levels. The woman said the money from inheritance had already been taxed when it was earned and she felt taxing it again was the wrong way to fund Clinton's plan.

"People disagree about this, but the estate tax, which came into being by Republicans like Teddy Roosevelt and others, and has been part of our tax system for a very long time is there for a real simple reason: In America, we've never liked the idea of massive inherited wealth," Clinton replied. "Part of the reason why America has always remained a meritocracy where you have to work for what you get, where you have to get out there, make your case to people, come up with a good idea, is that we never had a class of people sitting on generation after generation after generation of huge inherited wealth."

Clinton said people like Bill Gates and Warren Buffet were against doing away with the estate tax, because they made it on their own. She went on to explain, to applause, that a married couple could have an estate worth up to $7 million before getting taxed, and said she considered that a "pretty healthy estate to leave to your children."
Source: MSNBC.com: Clinton Questioned on Estate Tax, October 10, 2007

Critics of Clinton's, Gates', and Buffet's argument - not present to state their arguments in New Hampshire - point out that these men are so wealthy that they do not represent the typical high net worth family that is often attempting to pass a family business or farm along to the next generation, and are millionaries, not billionaires. Gates and Buffet deal in publicly traded companies, and cannot pass along Microsoft or Berkshire Hathaway, each worth billions beyond the personal wealth of either businessman and each owned by thousands of investors, to their children.



As a Senator, she has had the opportunity to vote on the issue serveral times:
Voted NO on raising estate tax exemption to $5 million.

An amendment to raise the death tax exemption to $5 million; reducing the maximum death tax rate to 35%; and to promote economic growth by extending the lower tax rates on dividends and capital gains.

(Proponents recommend voting YES because:

It is disappointing to many family businesses and farm owners to set the death tax rate at what I believe is a confiscatory 45% and set the exemption at only $3.5 million, which most of us believe is too low. This leaves more than 22,000 families subject to the estate tax each year.

Opponents recommend voting NO because:

You can extend all the tax breaks that have been described in this amendment if you pay for them. The problem with the amendment is that over $70 billion is not paid for. It goes on the deficit, which will drive the budget right out of balance. We will be going right back into the deficit ditch. Let us resist this amendment. People could support it if it was paid for, but it is not. However well intended the amendment is, it spends $72.5 billion with no offset. This amendment blows the budget. This amendment takes us from a balance in 2012 right back into deficit. My colleagues can extend those tax cuts if they pay for them, if they offset them. This amendment does not pay for them; it does not offset them; it takes us back into deficit. It ought to be defeated.

Reference: Kyl Amendment; Bill S.Amdt.507 on S.Con.Res.21 ; vote number 2007-083 on Mar 21, 2007);

Voted NO on supporting permanence of estate tax cuts.

Increases the estate tax exclusion to $5,000,000, effective 2015, and repeals the sunset provision for the estate and generation-skipping taxes. Lowers the estate tax rate to equal the current long-term capital gains tax rate (i.e., 15% through 2010) for taxable estates up to $25 million. Repeals after 2009 the estate tax deduction paid to states.

(Proponents recommend voting YES because:

The permanent solution to the death tax challenge that we have today is a compromise. It is a compromise that prevents the death rate from escalating to 55% and the exclusion dropping to $1 million in 2011. It also includes a minimum wage increase, 40% over the next 3 years. Voting YES is a vote for that permanent death tax relief. Voting YES is for that extension of tax relief. Voting YES is for that 40% minimum wage increase. This gives us the opportunity to address an issue that will affect the typical American family, farmers, & small business owners.

Opponents recommend voting NO because:

Family businesses and family farms should not be broken up to pay taxes. With the booming economy of the 1990s, many more Americans joined the ranks of those who could face estate taxes. Raising the exemption level and lowering the rate in past legislation made sense. Under current law, in my State of Delaware, fewer than 50 families will face any estate tax in 2009. I oppose this legislation's complete repeal of the estate tax because it will cost us $750 billion. Given the world we live in today, with clear domestic needs unmet, full repeal is a luxury that we cannot afford.

To add insult to this injury, the first pay raise for minimum wage workers in 10 years is now hostage to this estate tax cut. We are told that to get those folks on minimum wage a raise, we have to go into debt, so that the sons and daughters of the 7,000 most fortunate families among us will be spared the estate tax. We must say no to this transparent gimmick.

Reference: Estate Tax and Extension of Tax Relief Act; Bill H.R. 5970 ; vote number 2006-229 on Aug 3, 2006);

Voted NO on permanently repealing the "death tax".

A cloture motion ends debate and forces a vote on the issue. In this case, voting YES implies support for permanently repealing the death tax. Voting against cloture would allow further amendments. A cloture motion requires a 3/5th majority to pass. This cloture motion failed, and there was therefore no vote on repealing the death tax.

(Proponents of the motion say:
We already pay enough taxes over our lifetimes We are taxed from that first cup of coffee in the morning to the time we flip off the lights at bedtime. If you are an enterprising entrepreneur who has worked hard to grow a family business or to keep and maintain that family farm, your spouse and children can expect to hear the knock of the tax man right after the Grim Reaper.
In the past, when Congress enacted a death tax, it was at an extraordinary time of war, and the purpose was to raise temporary funds. But after the war was over the death tax was repealed. But that changed in the last century. The death tax was imposed and has never been lifted.
The death tax tells people it is better to consume today than to invest for the future. That doesn't make sense.

Opponents of the motion say:

Small businesses and farms rarely--if ever--are forced to sell off assets or close up shop to pay the tax. Under the current exemption, roughly 99% of estates owe nothing in estate taxes. By 2011, with a $3.5 million exemption, only two of every 100,000 people who die that year would be subject to the estate tax.
Today's vote is on a motion to proceed to a bill to repeal the estate tax. Not to proceed to a compromise or any other deal--but to full repeal. I oppose full repeal of the estate tax. Our Nation can no longer afford this tax break for the very well off. Permanently repealing the estate tax would add about $1 trillion to our national debt from 2011 to 2021.

Reference: Death Tax Repeal Permanency Act; Bill HR 8 ; vote number 2006-164 on Jun 8, 2006).
Source: On the Issues: Hillary Clinton on Tax Reform

The conservative Club for Growth, which favor repeal of the estate tax, rated Clinton's voting record 8 out of 100 for 2006 for pro-growth economic policies.

See also:

John McCain, Republican for President, on the Estate Tax
Barack Obama, Democrat for President, on the Estate Tax
Hillary Clinton Offical Site: Economic Blueprint

June 2008 update: Hillary Clinton ended her 2008 bid for the White House on June 7, 2008, leaving Barack Obama as the presumptive Democrat nominee.

Tuesday, September 25, 2007

Online Incorporation Services Review

Mark Stafford's review of online incorporation services, reprinted with permission:

Thinking about incorporating? DON'T waste your time with those online companies that claim to incorporate you. Unless of course you just have a bunch of money laying around. I am sharing this with you because of the lesson I learned the hard way.

I'll start by saying I know pretty much nothing about business when it comes down to all of the legal issues, tax, and accounting mubo jumbo and so forth. I like to just
concentrate on doing the work at hand. For example, if you mow lawns, then you should do just that. Why should you have to have a business degree, learn to be a tax whiz, and be a legal expert right? While all of these are great occupations, and their great to know about, if you mow lawns, then that would really put you out of a lot of time and energy, when you could concentrate on getting accounts and getting the work done.

I made the mistake of starting a business jumping in head first, and with the best intentions of course, but I ended up in a mess. I fell into the hype of all of those
"incorporate now" websites, and I'm not mentioning names (there are a ton of them), as they seem to all be very similar.

Most of them will ask you if you would like to incorporate, what type of corporation package would you like- as if you were ordering at a drive- thru. They are not
allowed to and won't give you any sort of legal advice, as they just sell the "package." It's really up to you to do ALL of the homework and research about the LLC's, S corps, C-corps, etc. They will in most cases be your "registered
agent," in which you will be represented in the event you are sued. And they will send you a VERY nice notebook with stock certificates and numerous other forms. In my case I got that and a nice library of five books (you would have to
be a lawyer to understand them), which if you were not already confused - you get the picture.

Ah, then the price. This can be from $600 and up. This is when I found a lawyer to be the best way in the first place, as they will know what type of corporation would best suit you. (No pun intended). In my case I had purchased the wrong type of corporation, and my lawyer had to fix it. In the end he charged me $400 to undo one corporation, and fix me up with the right corporation. AND he was also my registered agent. He also informed me that if you really wanted to put in the time, you could do the whole thing online in most cases for about $75. Wow.
Here in higher-cost California, the costs payable to state government of a properly done incorporation are a minimum of $150 - something to keep in mind when certain paralegal services on craigslist and elsewhere offer the entire package, including their 'service', for $125!

See also:

Online incorporation review article

Wednesday, September 5, 2007

Business Licenses and Online Incorporation Services

I recently received an email notification announcing a new service offered by a popular online incorporation and document filing service. For $75, they will email you the appropriate business license forms for you to complete and file. While this information may be helpful to some new business owners in locating the appropriate regulatory agencies and their respective forms, my flat fee full service incorporation and LLC formation packages have included this service for years (except that we complete the forms for you and when possible, file them for you on your behalf, and answer any questions you may have about the filings before and after they are made). Unforunately, it is hidden fees and add-ons like these that make online incorporation services much less of a bargain than they might initially appear to be.

Sunday, August 12, 2007

Estate Planning Basics / Overview Top Ten

CNN & Money Magazine has a pretty good basic introduction to estate planning that may be valuable to review prior to speaking to an estate planning attorney and which explains why a will or trust is just one part of a comprehensive overall estate plan, and why estate planning is not just for the wealthy:
1. No matter your net worth, it's important to have a basic estate plan in place.

Such a plan ensures that your family and financial goals are met after you die.

2. An estate plan has several elements.

They include: a will; assignment of power of attorney; and a living will or healthcare proxy (medical power of attorney). For some people, a trust may also make sense. When putting together a plan, you must be mindful of both federal and state laws governing estates.

3. Taking inventory of your assets is a good place to start.

Your assets include your investments, retirement savings, insurance policies, and real estate or business interests. Ask yourself three questions: Whom do you want to inherit your assets? Whom do you want handling your financial affairs if you're ever incapacitated? Whom do you want making medical decisions for you if you become unable to make them for yourself?

4. Everybody needs a will.

A will tells the world exactly where you want your assets distributed when you die. It's also the best place to name guardians for your children. Dying without a will - also known as dying "intestate" - can be costly to your heirs and leaves you no say over who gets your assets. Even if you have a trust, you still need a will to take care of any holdings outside of that trust when you die.

5. Trusts aren't just for the wealthy.

Trusts are legal mechanisms that let you put conditions on how and when your assets will be distributed upon your death. They also allow you to reduce your estate and gift taxes and to distribute assets to your heirs without the cost, delay, and publicity of probate court, which administers wills. Some also offer greater protection of your assets from creditors and lawsuits.

6. Discussing your estate plans with your heirs may prevent disputes or confusion.

Inheritance can be a loaded issue. By being clear about your intentions, you help dispel potential conflicts after you're gone.

7. The federal estate tax exemption - the amount you may leave to heirs free of federal tax - has been rising gradually and will hit $3.5 million in 2009.

Meanwhile, the top estate tax rate is coming down. The estate tax is scheduled to phase out completely by 2010, but only for a year. Unless Congress passes new laws between now and then, the tax will be reinstated in 2011 and you will only be allowed to leave your heirs $1 million tax-free at that time.

8. You may leave an unlimited amount of money to your spouse tax-free, but this isn't always the best tactic.

By leaving all your assets to your spouse, you don't use your estate tax exemption and instead increase your surviving spouse's taxable estate. That means your children are likely to pay more in estate taxes if your spouse leaves them the money when he or she dies. Plus, it defers the tough decisions about the distribution of your assets until your spouse's death.

9. There are two easy ways to give gifts tax-free and reduce your estate.

You may give up to $12,000 a year to an individual (or $24,000 if you're married and giving the gift with your spouse). You may also pay an unlimited amount of medical and education bills for someone if you pay the expenses directly to the institutions where they were incurred.

10. There are ways to give charitable gifts that keep on giving.

If you donate to a charitable gift fund or community foundation, your investment grows tax-free and you can select the charities to which contributions are given both before and after you die.
CNNMoney.com, "Money 101 - Lesson 21: Estate Planning, Top Things To Know", not dated (but apparently up to date as of this posting).

Thursday, August 9, 2007

FAQ: How much to form a corporation? Review a contract? Draft a living trust?

As an attorney, I am frequently asked by potential clients some variation of the following question:
How much to form a corporation, to review this contract, or to draft a living trust?
Usually, the honest answer is, it depends (although this tends not to be what the questioner wanted to hear). Legal services are professional services more akin to those offered by doctors or even automobile mechanics than to purchasing a fungible item like a television. With a TV, you know what you're getting before you buy, and you can price shop amongst competitors, because you know the product is going to be the same regardless of where it is purchased. Conversely, when you visit the doctor, you know you need a check-up or aren't feeling well, but until you get in there and the physician runs some tests, you aren't going to know how much it will cost. Asking an attorney, 'How much to fix X problem?' is often times akin to asking a doctor, 'How much to make me better?' or your mechanic, 'How much to fix my car?' You could ask what a doctor's visit costs, but one doctor's visit may not cure you. Likewise, you can ask me about my flat rate incorporations, but you may also need contract, employment, trademark, or other legal work, and in fact, a corporation may not be the best entity for you, so the number quoted must be put into context.

For contract negotiation, drafting, review, and counsel, my rates are hourly, and the final fee will depend on a host of factors. The fact that an agreement to be reviewed is five pages long is only one of these factors; the others will remain unknown until you sign on with me and I actually dig into the issues. (Just as your mechanic won't be able to determine what labor and parts are needed to repair your vehicle until you have paid him to look under the hood.)

Further, clients may not realize what they need. The question, 'How much for a living trust?' ignores that a living trust may not be needed at all, one living trust alone may not be sufficient, and that proper estate planning involves more than just drafting a revocable living trust (and even that is customized for each client's needs).

In summary, just as with the doctor and mechanic, some small leap of faith is required of the potential client. You must hire an attorney to analyze your circumstances and advise you; the component parts of the solution may have flat fees knowable in advance, but some legal work may additionally be recommended or even required to get where you want to go. After all, part of what you are hiring the lawyer to do is identify legal issues of which you might not be aware. Seen in this light, calling around to attorneys to compare prices for an LLC or a trust may give you an idea of the fee level, but the answers will rarely be precise, and others questions may be at least as useful. As a last resort, of course, you can always take your legal business elsewhere if your first choice for an attorney proves unsatisfactory, or you feel you are being overbilled.

Wednesday, July 25, 2007

California LLC Quotes in Today's Los Angeles Times:

LLCs provide key financial benefits:
The owners receive tax and liability advantages. Such registrations have risen, but the format is not for everyone.

Cyndia Zwahlen: Small Business Report
July 25, 2007

To be an LLC or not to be an LLC? That is the question for a growing number of small businesses.

Whether to adopt the relatively new limited liability company format or to set up under the more traditional form of a corporation, partnership or sole proprietorship is a key decision for a small-business owner.

"An LLC is an important option for small businesses," said Jonas M. Grant, a business attorney based in Burbank. Interest in the format is high, he said.

The benefits of an LLC seem almost too good to be true.

The owners, or members, have the personal liability protection that shareholders of a corporation do, with far less paperwork and fewer regulations.

That means — barring illegal, unethical or irresponsible activity — their personal assets are not on the line when it comes to covering the company's business debts or legal claims against it.

At the same time, the owners avoid the double taxation on profit to which shareholders in a regular corporation face.

Limited liability companies pass profits to the members, who pay taxes at their individual income rates, as in a legal partnership. In California, where this type of company has been legal since 1994, there are 409,619 limited liability companies, according to the secretary of state's office.

The number of companies registered under this format has jumped each year since 2000, when the state finally allowed limited liability companies to be set up by single-person businesses. More than 73,000 LLCs registered with the state last year, compared with about 31,000 in 2000, the secretary of state's office said.

That growth doesn't surprise LLC expert Anthony "Tony" Mancuso, a Berkeley attorney who wrote the new edition of "Nolo's Quick LLC: All You Need to Know About Limited Liability Companies" (Nolo, 2007). "It was obvious to me that LLCs would become the next big thing in business entities because of the combination of benefits," said Mancuso, who has written several books on limited liability companies and other corporate structures for Nolo, a self-help legal publishing house based in Berkeley.

The newest version of his "Quick LLC" book lays out the basic features of limited liability companies, explains important exceptions to owners' limited liability and compares the LLC with other business formats.

He also discusses converting an existing business to an LLC, as well as tax and management issues. And he devotes a chapter to the paperwork involved in setting up a limited liability company. There is also a sample operating agreement and a checklist to help you determine whether forming an LLC makes sense for your business.

Considerations include whether your type of business is one in which business debts and claims could threaten your personal assets. Another consideration is whether you have assets, such as equity in a house, that could be at risk without the protection of an LLC.

"Anyone a little bit nervous about the adequacy of their insurance coverage" could be a good candidate, Mancuso said.

Existing sole proprietorships or general partnerships and anyone thinking of forming an S corporation, an entity that generally pays no taxes, he writes, could benefit.

Those who aren't good candidates include existing regular corporations, also known as C corporations. And in California, some professionals such as lawyers and architects may not form an LLC.

If you want to raise money from venture capitalists or by selling stock, an LLC probably is not the business form you need.

Mancuso makes it clear that despite the potential benefits of an LLC, they have to be weighed against the cost, especially in California. Although it costs just $70 and takes a one-page form to set up a limited liability company in California, ongoing annual fees and taxes could cost more than 10 times that amount. There is a minimum annual tax of $800, payable to the state Franchise Tax Board.

And once gross receipts hit $250,000, additional annual fees kick in, which range from $900 to $11,790.

There have been several challenges to the constitutionality of the state's LLC fees, but the issue is still working its way through the courts.

Although Wyoming, in 1977, was the first state to authorize limited liability companies, it wasn't until 1997 when helpful new Internal Revenue Service rules kicked in that the format began to gather steam among business owners

Limited personal liability protection does not apply if you personally guarantee a business debt or bank loan for the company. Then your personal assets are on the line. That will probably happen more often when a company is young and has not yet established its credit history.

And as is the case with all other business entities, an owner can be held personally responsible for financial losses caused by their negligent or careless actions, Mancuso said.

Mancuso recommends three steps to safeguard the protection against personal liability offered by an LLC.

Act fairly and legally, including disclosing important facts or financial information to members or outsiders such as vendors.

Put enough money into the LLC to properly fund it. Otherwise, a court may not consider it a legitimate business and yank the personal liability protection.

Separate personal expenses from LLC expenses. Aside from making good business sense, that is another way to show that the company is legitimate, especially if you will be a single-member LLC.

The limited liability format isn't available or appropriate for some business entities. In addition to a number of professions, banks, insurance companies and other financial service firms are not usually candidates for a limited liability company.

Even if you qualify for an LLC, you may not need the protection. In his book, Mancuso gives an example of a freelance proofreader working from home as a business that may not need the extra protection from lawsuit claims and business debt.

And if you decide to end your California limited liability company, it must be formally dissolved. For more details, go to the California secretary of state website at http://www.sos.ca.gov/business/llc/llc_faq.htm or call its business programs division at (916) 657-5448.

Important tax information for California limited liability companies can be found in the Franchise Tax Board's Form 3556, available online at http://www.ftb.ca.gov . Just type "Form 3556" in the search box.

Armed with the facts, you can decide whether LLCs have real benefits or not.

"Sometimes I get a new client who tends to believe an LLC is manna from heaven," Grant said. Of course that's not always the case, although, he said, "it certainly has its place and should always be considered."

(C) 2007 Los Angeles Times

Monday, July 23, 2007

Online Incorporation Services Review Article

I recently published an article that reviews the pros and cons of online incorporation services and other non-attorney corporation and llc formation options:

http://ezinearticles.com/?Online-Incorporation-and-LLC-Formation-Services-Advantages-and-Disadvantages,-Pros-and-Cons&id=628630

I don't expect this to be too popular with either the online incorporation services, or with the general public, because the article doesn't say what people want to hear ('quick', 'easy', 'do it yourself', 'save money', 'no lawyers', etc.), but I see the results of not using an attorney to protect one's self and do things properly the first time on an almost daily basis.

Just today, for example, a potential client called me to discuss representation and after a short initial consultation, agreed that a legal mess she was currently in that was likely to cost her $100,000 in losses could have been greatly reduced or, more likely, avoided entirely, with $2,000 - 5,000 worth of legal planning.

Many of my comments and opinions on online incorporation services also apply to storefront legal assistance clinics, paralegal and document preparation services, and accountants. Clients who have used these services to incorporate a corporation or form an LLC before they began working with me often show me corporate books with missing or inappropriate documentation, odd organization, wrong entity used, and the like. An accountant using a form is not giving you state of the art, custom documents; an accountant attempting to modify or draft legal documents is engaged in the unauthorized practice of law (UAL), a misdemeanor in California.

See also:

Is Legal Zoom a Good Idea? Do the Documents Work? by fellow WealthCounsel estate planning attorney Alexis Martin Neely;

LegalZoom.com reviews; and

Online incorporation service review.

[This post updated August 2008.]

Tuesday, May 29, 2007

California Tax Burden Among Worst in Nation

According to an article published last year, California ranks among the worst of the states in terms of its tax burdens on businesses and individual residents. The article points to last year's election results in which California voters approved additional taxes, as adding to the state's already high tax burden:
California may be back on its way to becoming Taxifornia – and that's before voters give their verdicts on Propositions 86 (cigarette tax), 87 (oil tax), 88 (property tax) and 89 (corporation tax). California was rated as having the 45th-worst tax climate among the 50 states in 2007, down from 42nd in 2005, according to the Tax Foundation's State Business Tax Climate Index, released this week.

The index measures five tax rates: corporate, individual income, sales, unemployment and property. The best states are, in order, Wyoming, South Dakota, Alaska, Nevada and Florida. After California, the worst states are Vermont, New York, New Jersey, Ohio and, worst of the worst: Rhode Island.

Curtis S. Dubay, an economist at the foundation and co-author of the report, told us that California's drop in the listings was not major, down just three spots, and was due to slight improvements in other states more than any worsening in California, where tax rates pretty much held steady the past year, except for the passing of some local school bonds. "It's possible to drop in the rankings just by standing still," he said. "The states tightly clump up at the bottom of the rankings. So any small change could make a difference."

The bottom line is that California's ranking was low, and remains low. Most jolting for Californians should be the comparison with neighboring states. In the overall tax index, Nevada ranks fourth, Oregon, 10th; Washington state, 11th; Utah, 16th; and Arizona, 28th.

The study offers an example from 2005 of how businesses make decisions based on tax rates: When Intel decided "to build a multibillion-dollar chip-making facility in Arizona due to its favorable income tax system. California struggles to retain businesses within its borders because Nevada provides a low-tax alternative." The study concludes that "taxes matter to businesses, and those places with the most competitive tax systems will reap the benefits of tax-friendly tax climates."
Taxifornia, Here We Come, Orange County Register (California), October 26, 2006

Likewise, California-based Countrywide Financial's CEO told shareholders employees that don't need to be in California will increasingly be hired in or relocated to Arizona instead, as a result of the tax and regulatory environment in California, which he characterized as out of control.

For most California small businesses, however, it makes little sense to form a corporation or LLC out of state (e.g., in Nevada or Delaware), which in most instances ends up costing more in initial and ongoing legal and accounting expenses, and saving nothing in taxes. If the business' owners are willing to relocate, then indeed California is, as the article points out, due to its political climate, among the least attractive for businesses, and Nevada is certainly preferable. But for those Californians not willing to move out of state and take their business with them (as many have in recent years), California remains the logical choice for incorporating a California business in most instances.

Monday, May 21, 2007

California Employees Granted Three Years to Sue Employers for Compensation for Missed Breaks

The California Supreme Court today ruled that employees have up to three years to pursue claims that their employer failed to provide required breaks, not one as was previously assumed by many employers. The stakes are high, because California law provides that, upon filing a claim, employers must pay to an employee one hour of pay for each rest or meal break that was not provided to the employee in accordance with California employment law. The law, enacted in 2000, has spurred numerous class action law suits.

California employers should take this opportunity to have an employment attorney review their employee manual and employment practices to ensure compliance and to assist in avoiding many of the legal land mines that exist in this area for unwary employers. Those without an employee manual or a knowledge of California employment law are especially vulnerable and should take heed of this warning.

The case in question is Murphy v. Kenneth Cole Productions, Inc., 07 C.D.O.S. 3958. More details on the ruling can be found at Law.com

Thursday, March 29, 2007

Los Angeles Business License Tax Errors

Some new or small businesses in the City of Los Angeles who filed their business tax renewal on time, and qualified for exemptions from tax, are receiving Notices from the Office of Finance indicating they owe tax, interest, and penalties. If you believe you have received such a notice in error, contact your business lawyer, accountant, or the City of Los Angeles Office of Finance directly for resolution:

http://www.lacity.org/finance/

Tuesday, March 6, 2007

FAQ: California Fictitous Business Name

A fictitious business name, also referred to as FBN, doing business as, DBA, dba, D/B/A, or trade name is a name other than your own legal name, or the official name of your corporation, LLC, or other business entity.  To use such a fictitious business name in California, you must file with your local government, usually at the county level and then publish a notice of this fact in a local newspaper of general cirulcation to put the public on notice of your assumed name.  One person or company may have multiple fictitious business names.

A fictitious business name is not the same thing as a trademark or service mark.  Firstly, because a DBA is only searched and registered on a local, rather than state or federal, level, and secondly, because registering a DBA does not in itself grant any trademark rights.  A fictitious business name is generally not a subtitute for trademark registration.

FBN is sometimes mispelled "ficticious business name".

Friday, February 23, 2007

FAQ: Advantages & Disadvantages of Online Business Incorporation Services

On a legal message board on which I respond to user's questions with user name Calif Business Lawyer from time to time, a question concerning online business incorporation was posted, to which I responded, and which I'm reprinting here, because I get frequent questions about the advantages and disadvantages of online incorporation services:
I am using an online service to create the S-corporation, and one question asked by the website is to check off a box if it is a "personal service corporation". Examples of such corporations are health and attorney industries, etc. I don't know if a beauty salon is classified as such.

It's probably not critical to classify the corporation as a personal service corporation except when filing taxes, right?
My reply:
Unfortunately, this illustrates one of the problems of using online incorporation services - if you don't know the answers to the question being asked (which in this case doesn't make a lot of sense anyway - only a C corporation need be concerned with personal service corporation [PSC] classification), you need to obtain legal and/or tax (accounting) advice prior to or in conjunction with - or instead of - incorporating online. Of course, by the time you pay to consult an attorney and/or accountant, then pay the document preparation services, most or all savings will have evaporated. Also, such services don't usually start from square one, and ask you, Are you forming in the right state? Have you considered an LLC instead of a corporation (or vice versa)? Why or why not?

Most of the online incorporation services include disclaimers like this one I found in small print at the bottom of one popular site:

"[Company] is not a law firm and is not a substitute for the advice of an attorney."

And this on another leading site: "[We] cannot provide information as to whether a person should incorporate or form a limited liability company or a partnership. If you are contemplating forming any of these entities you should consult with private counsel regarding your individual fact situation."

For those who know exactly what they want, and can explain it to someone else in plain English in a few sentences, the disadvantages of online incorporation services may be overcome by the one big advantage of cost savings. In my experience, however, this is a minority of those who are using such services. And savings up-front sometimes ends up in more expenses later, when I am hired to resolve business disputes the corporation bylaws and LLC operating agreements should have covered, or would have covered, had they ever been adopted, or to dissolve or merge entities, and replace them with better-suited ones.

You are correct that the personal service classification is largely tax-related. Some regulated professions are prohibited from forming certain types of business entities in some states (e.g., California does not permit professional LLCs - to test out your favorite online incorporation service, try starting the process of forming a California professional LLC online, and see if the system warns you or rejects it before you get to the submit order stage).

Don't forget state and local licensing and registration requirements.

Personal service corporation defined:

"A type of C-Corporation that is owned and operated by individuals performing personal services in such fields as health, law, engineering, architecture, accounting, actuarial science, performing arts and consulting.

The requirements for a PSC are:

The corporation is a C-Corporation.
The corporation's principal activity during the year is the performance of personal services.
The personal services are primarily performed by the employee-owners of the corporation.
Employee-owners own at least 10% of the corporation's stock.

PSC's must generally use a calendar year as their fiscal year and are taxed at a flat rate of 35% on all of their taxable income."


See also:

Zoom Past Legal Zoom and
LegalZoom - Why We Love It

Tuesday, February 20, 2007

Beverly Hills Lawyer

I recently received an emailed new client inquiry. She indicated that she was seeking a book contract to write on some new information regarding a celebrity trial, which would thus in her opinion (which I did not disagree with) be quite marketable. Specifically, she wanted to know if I had connections to get the book sold. I indicated to her that New York rather than Los Angeles was the locus of attorneys servicing book authors, because that is still where the vast majority of book publishers are located, but that with a book such as the one she had in mind, any ethical, honest, and hardworking attorney ought to be able to assist her in making the sale. (I also should have noted that book sales are usually and probably best done by book agents where one can be obtained, and that negotiating and documenting the finer points of the contract would best be done by an attorney regularly dealing with literary agreements, and working in conjunction with the author's agent, rather than by a Los Angeles film/TV entertainment attorney such as myself.)

Ignorning at least the portion of my email indicating to her that I was not well connected in the book publishing world, her reply email began by again asking whether I had the necessary connections to make the sale for her. But in the more interesting portion of her reply, she stated that she indeed already had a "Beverly Hills lawyer - right on Wilshire" that was not getting the job done for her due to his apparent lack of connections. The implication was that a Beverly Hills attorney would be a very good attorney, the best of the best in Los Angeles, and thus if a Beverly Hills attorney without connections was not going to get the job done for her, no connection-less attorney would. Putting aside the issue of whether Beverly Hills lawyers are all ethical, honest, and hardworking - I'm sure most are and some are not - the comment reminded me of something an attorney friend of mine who does indeed have a Beverly Hills office - right on Wilshire(!) - had told me:

He noted that clients seemed more willing to pay for his small law firm's services ever since the firm relocated from a Los Angeles to a Beverly Hills address. He was a bit amused and a bit perplexed by the phenomenon, shrugging his shoulders as he pointed out to me that he was the same lawyer, and his colleagues the same attorneys, that they were before they moved into their Beverly Hills office building; nonetheless, his clients were now willing to pay more for the same legal services (part of which was no doubt needed to cover the firm's increased rent, the balance representing extra profit for the firm).

Nothing against Beverly Hills lawyers, on Wilshire Boulevard or off, but the city or street of a prospective lawyer is, in my arguably biased opinion, at best one of many factors a client should consider when choosing an attorney, and perhaps one best disregarded altogether.

Tuesday, February 6, 2007

FAQ: When can I obtain an EIN number for the corporation or LLC I'm forming?

Another frequently asked question:

When can I obtain an EIN number for the corporation or limited liability company I'm forming?

The definition of "EIN" is Employer Identification Number. An EIN, sometimes also called a Taxpayer Identification Number (TIN), Taxpayer ID number, or Federal Identification Number (FIN) is in essence the business entity equivalent of a social security number. Individuals have social security numbers, while corporations, LLCs, and some sole proprietorships, partnerships, and trusts, may obtain an EIN.

How do I obtain an EIN? EINs are issued by the IRS; apply with Form SS-4 by mail, fax, phone, or online. The name EIN is somewhat misleading, since an EIN is often needed regardless of whether a corp. or LLC will have any employees. For example, an EIN is generally required to open a business bank account in a corporate name, or to file corporate taxes.

Because they want to open a bank account as soon as possible, clients and potential clients often want to know how they can get an EIN as soon as possible. While it is not time-consuming to have an EIN issued once the corporation or LLC is formed (I obtain them same-day for clients), it is not possible to issue an EIN for an entity that does not yet exist. Anyone who claims they can get you one today is lying, misguided, or filing fraudulent paperwork on your behalf with the IRS - and probably with your name and social security number on it.

So if an EIN is needed yesterday, then the corporation or LLC itself is also needed yesterday, and the options that should be considered include expedited filing procedures to form the entity as soon as possible, or the purchase of an already-formed, ready-to-use shelf corporation or shelf LLC.

Sunday, January 28, 2007

Incorporation Service Pursued by State Bar

The State Bar of Michigan has successfully obtained a permanent injunction from the Kent County Circuit Court against the "We the People USA, Inc.," and its franchises in the state from engaging in the unauthorized practice of law.

The consent judgment was a result of action taken in response to a complaint received by the State Bar of Michigan that "We the People of West Michigan LLC," drafted a special needs trust for an individual and that the trust did not meet statutory requirements. Had the elderly individual funded the trust, she would have suffered serious financial harm. The defendants were ordered to pay the State Bar $150 in costs and to reimburse the victim $356.

"The State Bar is committed to protecting Michigan residents from entities and individuals not licensed to provide legal services or advice," said SBM President, Kimberly M. Cahill. She added that the Bar usually receives 100-150 complaints each year about persons or organizations that are practicing law or giving legal advice without a license. Most of these complaints are usually resolved through correspondence with the offender. In rare cases, litigation becomes necessary.
State Bar of Michigan Press Release 1/27/2007

Wednesday, January 24, 2007

FAQ: California Corporate Seal

In this post, I will address the first of many frequently asked questions (FAQs) I receive from client and potential clients regarding California business law:

Do I need a corporate seal for my California corporation or LLC? Where do I get one?

Historically, a company's official seal or stamp was applied to documents to indicate that the contract was a corporate act. Wax and a stamp was used. In modern times, the wax was replaced by a stamp that made only an impression on the paper.

California Civil Code Section 1628 states:
"A corporate or official seal may be affixed to an instrument by a mere impression upon the paper or other material on which such instrument is written."
The term "may" in the statute indicates that the use of a seal is permissive, rather than mandatory. Lest anyone interpret this code section to mean only that a modern seal must be used, instead of an old-world wax seal, Section 1629 makes it clear:
"All distinctions between sealed and unsealed instruments are abolished."
This is consistent with the laws of most if not all U.S. states which have abolished the use of seals as a requirement for corporate contracts.

Thus, while a corporate seal may be applied to a document, its legal signifigance is zilch. If your company still desires to have one, or in the rare circumstance that a third party will not complete a transaction without one (occasionally encountered in lending situations), custom seals can be purchased at most office supply stores and from many online outlets. For our clients that prefer to have one, we can also arrange to have one made as part of a corporate kit at the time of incorporation or LLC formation.

Friday, January 19, 2007

2007: Time to Incorporate Your Sole Proprietorship?

IRS to Target Schedule C Filers:

In a recent telephone conference, IRS commissioner Mark Everson said that they will be conducting more audits on individuals running unincorporated businesses (i.e. self-employed individuals).

While Schedule C filers have long been audit targets for the IRS, they are now stepping up their audit efforts because they believe that self-employed individuals represent a large portion of those individual taxpayers underreporting their income.
IRS to Target Schedule C Filers, About.com U.S. Business Law / Taxes, 25 December 2006

Incorporating, while not a panacea by any means, nor appropriate for all small businesses, entrepreneurs, and those with side businesses in addition to W-2 income, can help reduce exposure to a time-consuming audit, as well as potentially offering tax, asset protection, and other benefits to business owners.

See also: January 2009 update

Thursday, January 11, 2007

Minimum Wage Increase

The Los Angeles Times reports today:
House OKs rise in minimum wage

82 REPUBLICANS JOIN DEMOCRATIC MAJORITY

By Richard Simon / Los Angeles Times

WASHINGTON - The House Democratic majority, exercising its new political clout, Wednesday approved the first increase in the federal minimum wage in a decade -- from $5.15 to $7.25 an hour over two years.

The measure heads to the Senate, where it is likely to be coupled with tax breaks for small businesses to win Republican votes in the narrowly divided chamber and to secure President Bush's signature.

The minimum wage has been unchanged since 1997, the longest period without a raise since the first minimum wage was enacted in 1938.
California employers are also reminded that the state's minimum wage has risen to $7.50 per hour, effective January 1, 2007, and will rise again to $8.00 per hour on January 1, 2008.  California is amongst 29 states with a minimum hourly wage rate higher than the federal rate.  Certain localities have an even higher minimum wage, such as San Francisco ($9.14 [PDF]).

Updated 2007 mandatory California workplace postings can be found here.

Update 1/25/07: As noted in a blog concerning California employee rights, the recent minimum wage increase may also affect the eligibility of certain employees to be paid on an exempt basis:
"An employee MUST receive twice the minimum wage to be exempt from overtime pay. Commissioned salespeople MUST receive 1.5 times minimum wage to be exempt. If this criteria is not met, these employees are automatically entitled to overtime pay.

Under prior law, employees had to receive $28,080 per year to be exempt (twice the minimum wage ($13.50) X 40 hours X 52 weeks), but now that number has risen to $31,200."

California Corporate Compliance Annual Minutes

READ THIS FIRST AND BEFORE TELEPHONING OR EMAILING: Neither this blog, nor its sponsor law office or attorney is connected in any way with the companies and services discussed below. Please take the time to carefully read the ENTIRE blog post and comments before telephoning the law office. This warning is being posted because numerous people have searched for a corporate minutes company's name or address, landed on this web page, and wrongly assumed that they have found the web site of that company. Thank you, and apologies for the ugly but effective red letters.

Note that this blog post, and many of my other blog posts are updated with new information on an ongoing basis; scroll to the bottom of this post for the most recent additions.

Some of my business incorporation and LLC formation clients report recently having received in the mail official-looking documents regarding their corporations from organizations such as Corporate Compliance Recorder, California Corporate Compliance Business Division, Minutes and Compliance Affairs, Compliance Annual Minutes Board, Corporate Headquarters, and the like.  These notices at first glance appear to require the filing of annual minutes or a shareholders and directors report with a government agency, along with the annual filing fee of $125-$150; a filing deadline is usually also listed.  These letters are by no means new, or limited to California, but appear to be ubiquitous at the present time for California corporations.

California Corporations Code sections 600, 1500, and 9510(a) are also sometimes cited:
Section 600 provides in pertinent part, "An annual meeting of shareholders shall be held for the election of directors on a date and at a time stated in or fixed in accordance with the bylaws."

Section 1500:  "Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record."

Section 9510(a) relates to record-keeping requirements for non-profit corporations.
What these services are offering is the preparation of corporate minutes.  Annual meeting minutes for California corporations should indeed be prepared, as the mailings suggest, but neither you nor these companies file such minutes with the Secretary of State (unlike the annual Statement of Information, which is filed - along with a $25 fee - with the Secretary of State) and these minutes are best prepared either by corporate officers/directors, if they know how to do so, or by a business attorney (who can also review the corporations's prior meeting minutes and bylaws for potential areas for improvement, changes, and the like).

Unfortunately, while the mailings usually contain fine print that indicate "this is not a government document" and that the fee and service offered is not mandatory, many have been confused or misled by the mailers, resulting in a negative review for one of these companies by the Los Angeles Better Business Bureau.

The senders of these letters offer to assist California corporations with something that they indeed should be doing, preparing and filing with the corporate records annual meeting minutes, but their fees are high in relation to the limited service offered, and their advertising methods are questionable.

10/2007 update: Latest mailings for my clients are most frequently coming from sender and return address Corporate Compliance Center, 2740 Fulton Ave., Ste. 203, Sacramento, CA 95821-5183; Corporation Compliance Recorder, Administrative Clerk Division, P.O. Box 66186, Los Angeles, California 90066; and California Corporate Services: Business Division, 3308 El Camino Ave., Suite 300-609, Sacramento, CA 95814, all with the additional legend, "THIS IS NOT A GOVERNMENT DOCUMENT", and Corporate Business Bureau, Corporate Business Division, 8939 S. Sepulveda Blvd., #110-727, Los Angeles, CA 90045.

12/2007 addition: Board of Business Compliance, Annual Minutes Division, P.O. Box 93069, Los Angeles, CA 90093-0069 ("Business mail - Important Notice Enclosed; This is Not A Government Document").

2/2008 addition: Compliance Services, P.O. Box 1265, Studio City, California 91614-0265.

7/2008: Some readers have asked what they can do to thank me for the information provided here. While always appreciated, no thanks is necessary. Of course, if you or your friends, relatives, or colleagues are in need of the legal services I offer, please let them know about me and my website, bookmark the site, and keep me in mind for your future legal services; having you or them as my next client is the best thanks I can receive. And if your California corporation is in need of actual customized and attorney-drafted corporate minutes or attorney assistance with ongoing maintenance of your business entity, those are services we offer.

Note that some or all of these addresses may be postal or private mail box (PMB) facilities, so that other businesses may share the same address(es), and that the opinions expressed in the comments below are those of their respective authors and in general do not identify a specific company.

September 2008 update: Complaints may be filed with the California Attorney General by mail, telephone, fax, Internet, or email, as follows:

Attorney General's Office
California Department of Justice
Attn: Public Inquiry Unit
P.O. Box 944255
Sacramento, CA 94244-2550

TELEPHONE: 1-800-952-5225 (Toll-free in CA) or (916) 322-3360

FAX: (916) 323-5341

WEBSITE: http://ag.ca.gov/consumers

EMAIL: piu@doj.ca.gov

=============================

I was quoted in a Santa Monica Daily Press newspaper article on this topic earlier this year:
While there is nothing inherently wrong with the service that the AMCB is allegedly offering, the deception of business owners lies in the marketing tactic, according to Jonas Grant, a Burbank attorney who has represented a client who filed a lawsuit against one of the suspect companies.

Corporations are required by law to keep a record of minutes from the annual meeting of shareholders when officers are elected. The problem with the form is it implies that the corporation is required to file the minutes, when it actually just needs to make sure it has one on record, Grant said.

Grant noted that one of his clients who paid the fee to the compliance board did receive back the meeting minutes, though it was written in an unprofessional manner, he said.

When receiving similar types of letters, one of the warning signs that businesses can watch out for is the price of the fee, which should never be more than $25, Grant said.

Business owners should also always keep an eye out for the fine print.

The tip off in the letter sent to the Westside Economic Collaborative was the fine print at the very bottom, which states that the product or service being offered is not endorsed by any government agency. The fine print also adds that the service is not a “statement of account due,” but rather a solicitation.

“If you look at the fine print, you’ll know for sure if it’s garbage,” Grant said. “If it’s over $25, it’s probably not the right thing.”

October 2008 update: California Corporate Documentation Services, 1146 North Central Avenue #443, Glendale, CA 91202, "BUSINESS MAIL - IMPORTANT NOTICE ENCLOSED, THIS IS NOT A GOVERNMENT DOCUMENT"; CCDSquestions@aol.com; operated by CALIFORNIA CORPORATE DOCUMENTATION SERVICES, INC. Sadly, a member of the State Bar of California, Romel Ambarchyan, whose address of record with the State Bar is the same as California Corporate Documentation Services, Inc.'s, appears to at the very least be acting as the agent for service of process for this company.

November 2008 update: Department of Business Minutes, 4470 W. Sunset Blvd., #380, Los Angeles, CA 90027 ("Business mail - important notice enclosed; this is not a government document").

February 2009 update: New Annual Review Board mailing targets LLCs with Statement of Information related letter, 333 S. Grand Ave., 25th Floor, Los Angeles, California 90071, 213-943-1320; requests $228 payment - the actual Secretary of State Statement of Information filing costs $20 and is filed every two years.

California's Secretary of State has issued a customer alert regarding what it terms "misleading solicitations".

March 2009 update: The U.S. Postal Service is interested in hearing from any consumers who have actually filed and paid for any of the above reference minutes services; if you have relevant information, please contact:
Mr. Mike McCarthy, Postal Inspector
U.S. Postal Service
281 E. Colorado Blvd.
Pasadena, CA 91101-9998
626-405-1359
April 2009 update: State Bureau of Corporations, Annual Minutes Filing for Corporations and LLCs, P.O. Box 5909, Sacramento, CA 95817.

June 2011 update: Annual Business Renewal Center (ARBC), LLC Filing and Renewal Department, P.O. Box 27265, Los Angeles, CA 90027. Charging $175 to file a $20 Statement of Information. A not particularly well chosen name considering that LLC Statements of Information are due biennially, rather than annually.

October 2016 update: California Council for Corporations, 2443 Fair Oaks Boulevard, #216, Sacramento, CA 95825-7684, services@councilforcorps.com, (888) 408-0886. Clearly marked as NOT A GOVERNMENT DOCUMENT and a solicitation on the envelope, and at the bottom of the order form; asking $150 for preparation of corporate consent minutes in lieu of meeting minutes.

Monday, January 8, 2007

New Year, New Look at Your Business Entity

With a new year comes a good time to reevaluate your business entity (or lack thereof).

Business owners with an existing corporation should make sure that they have held and documented at least their annual meeting; if this hasn't been done for a while, this should be corrected as soon as possible. Ignorning this required corporate maintenance means you are failing to follow the corporate formalities and may be one step toward negating the limited liability of the corporation ("piercing the corporate veil").

Also for existing shareholders, members, officers, and directors of California corporations and limited liability companies (LLCs), required Secretary of State filings and Franchise Tax Board tax filings should be brought up to date if in arrears. If the business entity is no longer being used, and perhaps has been neglected as a result, to avoid further tax liability (which keeps accruing, whether the entity does business or not), it should be dissolved.

If a change from C corporation to S corporation tax status is being considered for a corporation, an accountant should be consulted.

For those without a current business entity, who are either starting up a new business venture, or still filing a Schedule C as a sole proprietor, it may make sense to think about the potential benefits of incorporating or forming an LLC (which, depending on the circumstances, may include limited liability, avoiding disputes with business partners, better image for clients, self-employment tax savings, and/or decreased tax audit exposure). For a free consultation by phone or email, or for assistance with the other legal issues discussed in this post, please click here.

Tuesday, January 2, 2007

California Secretary of State Business Entity Processing Times for Corporations, LLCs, Etc.

The California Secretary of State generally takes 3-4 weeks to process regularly filed corporation and limited liability company (LLC) formation documents, but due to the holidays and the usual heavy end-of-year and beginning-of-year filing volume, is currently operating on a 6-week plus schedule.  The backlog will likely diminish by the end of February, after the wave of new corporations formed for the beginning of the year subsides.  One can check the updated business entity processing times (and those for other filings, as well), here.

If standard processing times are inadequate, rush filing options are available; however, these must be weighed against the slightly increased legal fees and costs and substantial additional state filing fees. When possible, filing over the counter for a small additional fee in a regional office can speed turnaround time substantially. The Law Office of Jonas M. Grant PC regularly utilizes this method to speed its incorporations for clients.

Monday, January 1, 2007

Happy New Year and Welcome!

Happy New Year, and welcome to the California Business Law Blog, a weblog (sometimes called a "blawg" when law is the topic) wherein Los Angeles, California business and entertainment attorney Jonas M. Grant, will provide occasional updates on California business, intellectual property, and entertainment law of interest to his clients, potential clients, and the general public.  Your feedback and questions are welcome via moderated blog comments or in the case of inquiries by potential new clients, by contacting Jonas M. Grant directly.