California Business Law Blog: Law Office ofJonas M. Grant APC

California Now World's 9th Largest Economy

2012-01-13T21:25:00.000-08:00

California is now the world's ninth largest economy. Which is quite something and remains the U.S. state with the largest economy ranked by GDP, but it was until recently, the eight largest, a rank now assumed by Brazil, and was even fifth on the list in the early 2000s:

Stephen Levy, Center for Continuing Study of the California Economy director and senior economist, said the California-Brazil swap is more about Brazil rising than California falling. Brazil’s vast population advantage (190 million to California’s 37 million) and the increasing prices of commodities that Brazil exports are just part of the country’s rise, he said....

Levy said California’s economy could soon surpass Italy’s, because of a recession in Italy and a falling euro.

"Report: California slips to world's 9th largest economy" by Jason Hanna, CNN, January 13, 2012

Governor Brown Proposes Tax Increases for Californians

2012-01-05T18:31:00.001-08:00

California Governor Jerry Brown is proposing increased taxes as the solution to the state's budget problems:

Brown, a 73-year-old Democrat, wants to raise income taxes on individuals making at least $250,000 a year to 10.3 percent from 9.3 percent, and would boost sales [tax] levies to 7.75 percent from 7.25 percent.

Brown Seeks 7% California Spending Boost, Michael B. Marois and James Nash, Bloomberg, January 5, 2012

See also current California sales tax rates.

Small Estates Probate Limit Increased

2012-01-01T16:38:00.000-08:00

Effective 1/1/2012, Califorina's small estate limit is increased from $100,000 to $150,000, meaning that, where the decedent has a will or died intestate (without a will), and the gross value of the estate is $150,000 or less, and does not include real property (real estate), a simplified affadavit procedure may be utilized instead of a full probate.

The limit for transferring real property withour probate increases to $50,000 - likely making little difference in most instances in Los Angeles County, but possiby of some occasional application with regard to unimproved land and timeshares.

Under the new law, a surviving spouse may also collect up to $15,000 in wages owed to his or her deceased spouse without a formal probate proceeding.

Note that assets held in a living trust avoid the time and expense of probate, and that the value of the estate is calculated without regard to any mortgages or other indebtedness. For example, a $450,000 market value house with a $400,000 mortgage counts as $450,000 of estate value, and therefore would not qualify for the small estate procedure.

2012 New California Employment Laws

2012-01-01T15:27:00.001-08:00

Among the new employment laws in California for 2012 are:

Employers are now generally prohibited from using consumer credit reports to screen candidates for employment. Exceptions exists for employees with access to trade secrets or $10,000+ of cash of the employer, or to confidential information or $10,000+ of cash of others, executive employees, etc.
Genetric discrimination is now prohibited.
Upon hire, an employer must now provide the employee with a written notice specifying certain information about the employer and the employee's job, including workers' compensation insurance carrier information.
Penalties for wilfully misclassifying workers as independent contractors instead of employees are increased (a new civil penalty of $5,000 to $15,000 per violation is added to existing penalties).
The minimimum salary for exempt computer professionals increases, as does the minimum hourly rate for physicians paid hourly.
Employers covered by the pregnancy disability leave law must maintain and pay for group health insurance during the leave, up to 4 months in a 12-month period.
Moving in the opposite direction from much of the nation, California now prohibits state and local governments in most instances from requiring employers to use the federal E-Verify system to ensure candidates are legally permitted to work in the United States. (Effective today, Georgia, Lousiana, Tennessee, and South Carolina joined a minority of other states already mandating the use of E-Verify. While other states were cracking down on illegal immigrants, California has now enacted the Dream Act, allowing in-state tuition to some illegal immigrants.) California employers may voluntarily choose to use E-verify, however, and must do so if it's a condition of federal law or the receipt of federal funds. The new law appeared to be aimed at a number of conservative-leaning Califoria cities who had already, or who were considering passing, local mandatory E-Verify laws.
San Francisco becomes the first city in the nation mandating a minimum wage greater than $10 per hour. While the wage rate is new, the law was actually passed years ago, but requires adjustements each year to keep pace with inflation. The minimum wage for most California cities without a higher local rate remains at $8.00 per hour for 2012.
As is common, some required work place posters have been updated.

See other new California laws for 2012.

California Flexible Purpose and Benefit Corporations

2012-01-01T11:07:00.000-08:00

Enacted in October 2011 and effective today, January 1, 2012, Corporations Code Section 2500 et seq. and Section 14600 et seq. create two new types of business entities, the flexible purpose corporation and the benefit corporation. Both allow the organization of corporations which are, while not non-profit, encompass both economic profit, as well as social welfare, objectives. In short, these are hybrids between traditional for-profit corporations, and traditional nonprofits. Or, if you prefer, socially conscious stock corporations.

Flexible purpose corporations may pursue social welfare objectives without liability to directors for not maximixing profit; one or more "special purposes" must be specified in the Articles of Incorporation. Benefit corporations must pursue social welfare objectives and have more transparency requirements that traditional stock corporations.

Benefit corporations permit corporate directors to take into consideration and to pursue general or more specific social welfare goals, in addition to the tradtional profit motive, and will not be liable on account of pursuing these objectives for not maximizing shareholder return.

These are new and untested entities in California, and therefore are obviously not right for all incorporations, but benefit corporations are already in existence in other states, and more states still have bills proposed and pending. Neither form will offer tax exemption.

See also Berkley Law: New Corporate Forms
Q&A on Flexible purpose corporations

Update: California businesses seeks new 'benefit corporation' status, Marc Lifsher, Los Angeles Times, January 3, 2012

New California Laws for 2012

2012-01-01T10:47:00.000-08:00

Ringing in a new year means news laws, and this year, new California laws include:

Perhaps most controversial, the Dream Act allows in-state tuition rates for qualifying illegal immigrants.
Public schools must include lessons about historical achievements of gays/lesbians and the disabled
Cough syrup and other products containing dextromethorphan, e.g., Robitissin DM and Nyquil, will now require a prescription for purchase by minors.
Sale and distribution of shark fins is prohibited. This law targeted a Chinese delicacy, shark fin soup.
Beer with caffeine is also outlawed.
Parents must keep children in a car seat until the earlier of the age of eight, or the child reaches the height of four feet, nine inches.
Crossing double white lines on the highway is now illegal.
Open carry of unloaded firearms is now prohibited.
Tanning bed use by those under the age of 18 is now prohibited.
Internet retailers must collect California sales tax on transactions if the retailer has a presence in the state.

See also -

New California Employment Laws for 2012;
New Probate Laws for 2012;
Jery Brown Signs California Dream Act, Patrick McGreevy and Anthony York, Los Angeles Times, October 9, 2011;
Dream Act is a nightmare for California tax payers, Jose Gizzardi, Lodi News Sentinel, December 31, 2011;
CHP List of New Traffic Laws

SOPA Act Update

2011-12-31T09:46:00.000-08:00

Opponents of the Stop Online Piracy Act (SOPA) are gaining momentum, reports paidContent.org:

Not long ago the controversial law known as the Stop Online Piracy Act was poised to sail through Congress. But it lost traction at a Congressional earlier hearing this month and this week it suffered an additional two setbacks.

The bill called SOPA is backed by Hollywood and would force a wide range of internet players—from search engines to ad networks to payment processors—to cut off services to so-called ‘rogue websites’ that sell fake goods. Journalists and tech companies responded by warning that the bill is a gross overreach and that it will result in censorship and technical damage to the internet.

See also How SOPA Would Affect You: FAQ, Declan McCullagh, CNet, December 21, 2011

Cross-posted at Nevada Business Law Blog.

Federal Internet Sales Tax Law Coming Soon?

2011-11-25T09:18:00.000-08:00

The Washington Times reports that the era of sales-tax-free shopping on the Internet for residents of relatively high sales tax states like California may be coming to a close, as brick-and-mortar retailers pressure Congress to close the "loophole":

[Federal Internet sales tax] bills have come and gone for years [in the U.S. Congress], but the political winds took a turn this year, thanks largely to the efforts of lawmakers in California. The state waged a high-stakes duel with Amazon.com and won after the online giant agreed in September for the first time to comply with a state sales tax instead of fighting it in the courts or at the polls.

Amazon.com had vowed to spend tens of millions of dollars on a ballot referendum to overturn the law, which the state countered with a threat to pass the bill as an “urgency measure” that voters could not repeal. Amazon.com ultimately blinked and signed off on a deal in which remote sellers agree to pay the California sales tax after a one-year grace period unless Congress approves national rules.

The California move injected fresh enthusiasm into federal efforts to level the sales-tax playing field. Within weeks, the House and Senate had introduced bipartisan legislation giving states the option of collecting sales taxes from online sellers.

California law already requires businesses and individuals to report and pay use tax at the same rate as sales tax for goods purchased online or out of state and brought in and used in California. Enforcement and compliance on the personal side has been minimal, but the Board of Equalization, the state agency charged with administering the state's sales tax law, has required businesses grossing more than $100,000 per year to register and report and pay use tax on any such purchases since 2009.

See also California Governor signs sales tax law compromise

Statement of Information Filings with the Secretary State for California LLCs and Corporations

2011-10-16T19:19:00.000-07:00

The California Secretary of State has recently changed its procedures such that -unlike other business entity filings - LLC and corporation Statements of Information filed over the counter will be processed on the same timeline and priority as those filed by mail. The current turnaround time for either filing option is approximately four months.

There are two workarounds, neither one without its own problems:

Use 24-hour expedited filing, at a cost of an additional $350. Number one, this is too expensive to justify its use in most instances and, number two, if there is any mistake on the form, the Secretary of State's office will reject the filing but retain the $350 for its expedited review of the form.
For corporations only, the Statement (Forms SI-100, SI-200 C, and SI-200 N/C) may be filed online. The online filing system, however, does not provide a file-stamped copy. And isn't available yet for LLC Statement of Information filings (Forms LLC-12 and LLC-12R). It is anticipated that in late 2011 or early 2012, corporations will be able to receive a filed copy of the Statement of Information online, and that LLC online filing will be available sometime thereafter.

Arguably, the processing times situation has reached the crisis point where the Secretary of State's office is dysfunctional, but, on the other hand, the office has reduced the filing backlog for most other types of filings, perhaps at the expense of Statement of Information processing.

California BOE Sales Tax Permit (Sellers Permit) Tips

2011-10-06T22:47:00.001-07:00

The Board of Equalization (BOE), charged with collecting California's sales and use tax, will soon be revising its seller's permit application form to reflect that names, addresses, and products purchased from major suppliers (if any) must be provided whether they are California-based or not.

Some other tips when obtaining a seller's permit (also referred to as a resale certificate or sales tax permit):

It takes an average of 2-3 weeks to obtain one by mail, but you may obtain one on the spot in person at one of the BOE's field offices
Possibly the most common error when mailing the application (Form BOE-400-SPA) is forgetting to attach copies of drivers' licenses
Signatures on the application must match those on the drivers' licenses
Foreign corporations and LLCs will not be issued a permit unless they are registered with the Secretary of State
Contrary to what many BOE employees believe and may tell you, a social security number is not required in order to obtain a permit for a limited liabilty company (this issue arises when the LLC members are foreign nationals without SSNs or ITINs)

Other assistance and tips are provided to our clients as relevant.

California Sales Tax Rates as of October 1, 2011

2011-10-01T08:26:00.000-07:00

The statewide California sales tax rate is 7.25% but various county and cities add surcharges, for example, Los Angeles County adds 1.00% for a total sales/use tax rate of 8.25%.

Effective October 1, 2011, sales tax rates are as follows (includes state, county, local, and district taxes:

ALAMEDA CO. 8.75%
City of San Leandro 9.00%
City of Union City 9.25%

ALPINE CO. 7.25%

AMADOR CO. 7.75%

BUTTE CO. 7.25%

CALAVERAS CO. 7.25%

COLUSA CO. 7.25%
City of Williams 7.75%

CONTRA COSTA CO. 8.25%
City of Concord 8.75%
City of El Cerrito 9.25%
City of Pinole 8.75%
City of Richmond 8.75%

DEL NORTE CO. 7.25%

EL DORADO CO. 7.25%
City of Placerville 7.75%
City of So. Lake Tahoe 7.75%

FRESNO CO. 7.975%
City of Reedley 8.475%
City of Sanger 8.725%
City of Selma 8.475%

GLENN CO. 7.25%

HUMBOLDT CO. 7.25%
City of Arcata 8.00%
City of Eureka 8.00%
City of Trinidad 8.00%

IMPERIAL CO. 7.75%
City of Calexico 8.25%

INYO CO. 7.75%

KERN CO. 7.25%
City of Arvin 8.25%
City of Delano 8.25%

KINGS CO. 7.25%

LAKE CO. 7.25%
City of Clearlake 7.75%
City of Lakeport 7.75%

LASSEN CO. 7.25%

LOS ANGELES CO. 8.75%
City of Avalon 9.25%
City of El Monte 9.25%
City of Inglewood 9.25%
Pico Rivera 9.75%
Santa Monica 9.25%
South El Monte 9.25%
City of South Gate 9.75%

MADERA CO. 7.75%

MARIN CO. 8.00%
City of Novato 8.50%
City of San Rafael 8.50%

MARIPOSA CO. 7.75%

MENDOCINO CO. 7.25%
City of Fort Bragg 7.75%
City of Point Arena 7.75%
City of Ukiah 7.75%
City of Willits 7.75%

MERCED CO. 7.25%
City of Gustine 7.75%
City of Los Banos 7.75%
City of Merced 7.75%

MODOC CO. 7.25%

MONO CO. 7.25%
Mammoth Lakes 7.75%

MONTEREY CO. 7.25%
City of Del Rey Oaks 8.25%
City of Marina 8.25%
City of Pacific Grove 8.25%
City of Salinas 7.75%
City of Sand City 7.75%
City of Seaside 8.25%

NAPA CO. 7.75%

NEVADA CO. 7.375%
City of Nevada City 7.875%
Town of Truckee 7.875%

ORANGE CO. 7.75%
City of La Habra 8.25%

PLACER CO. 7.25%

PLUMAS CO. 7.25%

RIVERSIDE CO. 7.75%
City of Cathedral City 8.75%

SACRAMENTO CO. 7.75%
City of Galt 8.25%

SAN BENITO CO. 7.25%
City of Hollister 8.25%
City of San Juan Bautista 8.00%

SAN BERNARDINO CO. 7.75%
City of Montclair 8.00%
City of San Bernardino 8.00%

SAN DIEGO CO. 7.75%
City of El Cajon 8.75%
City of La Mesa 8.50%
City of National City 8.75%
City of Vista 8.25%

SAN FRANCISCO CO. 8.50%

SAN JOAQUIN CO. 7.75%
City of Manteca 8.25%
City of Stockton 8.00%
City of Tracy 8.25%

SAN LUIS OBISPO CO. 7.25%
City of Arroyo Grande 7.75%
City of Grover Beach 7.75%
City of Morro Bay 7.75%
City of Pismo Beach 7.75%
City of San Luis Obispo 7.75%

SAN MATEO CO. 8.25%
City of San Mateo 8.50%

SANTA BARBARA CO. 7.75%

SANTA CLARA CO. 8.25%
City of Campbell 8.50%

SANTA CRUZ CO. 8.00%
City of Capitola 8.25%
City of Santa Cruz 8.50%
City of Watsonville 8.25%

SHASTA CO. 7.25%

SIERRA CO. 7.25%

SISKIYOU CO. 7.25%
City of Mt. Shasta 7.50%

SOLANO CO. 7.375%

SONOMA CO. 8.00%
City of Cotati 8.50%
City of Rohnert Park 8.50%
City of Santa Rosa 8.50%
City of Sebastopol 8.25%

STANISLAUS CO. 7.375%
City of Ceres 7.875%

SUTTER CO. 7.25%

TEHAMA CO. 7.25%

TRINITY CO. 7.25%

TULARE CO. 7.75%
City of Dinuba 8.50%
City of Farmersville 8.25%
City of Porterville 8.25%
City of Tulare 8.25%
City of Visalia 8.00%

TUOLUMNE CO. 7.25%
City of Sonora 7.75%

VENTURA CO. 7.25%
City of Oxnard 7.75%
City of Port Hueneme 7.75%

YOLO CO. 7.25%
City of Davis 7.75%
City of West Sacramento 7.75%
City of Woodland 8.00%

YUBA CO. 7.25%
City of Wheatland 7.75%

Assistance with, and advice regarding, sales tax permit registration is included in our full-service LLC formation and full-service incorporation packages.

Jerry Brown Signs Amazon.com Sales Tax Law Compromise

2011-09-23T15:28:00.000-07:00

California governor Jerry Brown signed into law a compromise of the standoff between the state and Amazon.com over collection of sales tax.

Gov. Jerry Brown signs Amazon sales tax collection law, Los Angeles Times, September 23, 2011

See also Businesses continue to flee state

Nevada Business Law Blog Launch

2011-09-03T15:47:00.000-07:00

Introducing our Nevada Business Law Blog, launched today. The first post concerns Nevada's new single-member LLC law, and may be of interest to California residents and businesses, as well as Nevadans.

The blawg can be found at www.NVBizLawBlog.com

California companies continue to flee state over taxes, regulatory environment

2011-07-13T14:40:00.000-07:00

CNN ran another article on businesses leaving California for more favorable tax and regulatory climates. Lieutenant Governor Gavin Newsom is promising an economic development plan soon, but the bad news for most of my clients and for the state's economic prospects is that they are unlikely to be assisted by it, in that it appears it wiltarget only specific industries and even then likely primarily larger and more politically connected companies:

Newsom's plan will focus on California's premier industries, including biotechnology, agriculture and digital media. It will highlight the state's strengths in innovation and research and cultivate more manufacturing and exports. It also will examine how to address executives' concerns about regulation, taxes and layers of bureaucracy.

See also:

Amazon sales tax battle centers on jobs, LA Times, July 12, 2011

CEOs rank California 51st in the nation

California scheming

August 2011 Update: Lt. Governor Newsom released his short-on-specifics economic agenda for California, to a mixed response on July 29, 2011.

Incorporation To Avoid IRS Tax Audits

2011-04-17T15:39:00.000-07:00

According to this Wall Street Journal article, sole proprietors filing Schedule C with their personal (1040) tax return to report business income are 10 times more likely to end up involved in the stress, annoyance, and time consumed with an IRS tax audit:

IRS Statistics [Excel file] show that you are 10 times as likely to be audited as a Schedule C filer than if you incorporate your business and elect S corporation status. While it costs a bit of money to incorporate, the move affords you greater personal liability protection and reduces your chances of being audited. In deciding whether to change your business status, include both tax and non-tax factors.

Note: Forming a limited liability company for one owner will not give you any audit protection, because the owner still files a Schedule C.

"10 Ways To Avoid A Tax Audit," by Barbara Weltman, April 15, 2011

Online Notary Public Alert

2011-04-05T18:40:00.001-07:00

California's Secretary of State has issued an alert regarding online notary services, purporting to provide notarization for California residents over the Internet using a webcam. A webcam is not a permissible substitute for appearing before a notary in person (or having the notary travel to you, if you are not mobile). Notary license may be checked online here. The full text of the alert follows:

Online webcam notarization is invalid and illegal in the State of California.

A private company claims to have the first online notarization website and has sent misleading information and made false claims to California notaries public concerning a new online notarization service. The web-based platform purports to allow a person to submit copies of identification over the Internet and to use a webcam in lieu of a personal appearance in front of a notary public. Appearance via webcam does not meet the requirements for notarization in California.

California notaries public are authorized under current law to perform electronic notarizations as long as all the requirements for a traditional paper-based notarial act are met, including the use of a seal for all but two specific documents used in real estate transactions. California law requires a person to appear personally before a notary public to obtain notarial acts like acknowledgments or jurats. This means the party must be physically present before the notary public. A video image or other form of non-physical representation is not a personal appearance in front of a notary public under current state or federal laws. The technology solution offered by this private company does not comply with California law.

2011 EDD Employer Payroll Tax Changes

2011-03-01T11:41:00.000-08:00

The EDD has announced additional online services for small business, as well as highlighting other 2011 payroll tax changes.

IRS targets S corporation tax savings

2011-02-02T14:07:00.000-08:00

The Wall Street Journal reports on a recent court case, David E. Watson P.C. v. U.S., in which the IRS took on an accountant-taxpayer for not paying himself enough salary as an employee of the subchapter S corporation he co-owned:

For Sub-S owners, this issue isn't going away. Last year it even turned up in legislation, when the House passed a provision that would have subjected all profits of shareholder/employees of personal-service firms—such as accounting, law and consulting firms—to payroll taxes. The measure died in the Senate, but the IRS would likely welcome its return. Cases like Mr. Watson's are expensive for the agency to litigate because each turns on individual circumstances.

Recent IRS statistics suggest why the agency might focus on Sub-S pay. Over the past decade and a half, when executive paychecks exploded, the salaries of Sub-S owners declined as a percentage of total income, from 52% in 1995 to 39% in 2007, according to the latest data available. (The remaining income is taxable to the owners as well, but doesn't incur payroll taxes.) During the same 12-year period, Sub-S income doubled, while salaries increased only 26%. The average pay for a Sub-S owner was recently was $38,400, according to Martin Sullivan, an expert with Tax Analysts, a nonprofit publisher near Washington.

Tom Ochsenschlager, former head of tax for the American Institute of CPAs, says pay and payroll tax issues are a frequent source of friction with clients: "Sometimes you have to take them to the woodshed and say, 'You need to report more income as pay for personal services."'

What is a fair ratio of profits to pay? There isn't one answer, experts say. A company with substantial capital or assets, such as a manufacturer, often is able to justify lower pay than one selling personal services like a law or accounting firm. Says Mr. Willens: "I would tell a client that for personal services, 70% would be the absolute floor and might not get the job done," he says.

Read more about S corporation tax savings.

Social Security Payroll Tax Holiday 2011

2011-01-25T10:26:00.000-08:00

For 2011 only, there is a minor payroll tax holiday, where the employee half of Social Security tax will be paid out of the U.S. federal government's general fund, instead of deducted from employees' paychecks. This is part of the overall tax compromise bill, which Congress passed, extending the Bush tax cuts for two years, as well as adding this tax cut.

Employees will pay 4.2% of their wage earnings up to the $106,800 cap, instead of the normal 6.2% rate. Employers still pay their full half (6.2%). The self-employed, who normally pay both halves of the Social Security tax through the self-employment tax, will pay a combined rate of 10.4% (the employer's 6.2%, plus the employee's 4.2% rates).

To a minor extent, this limited payroll tax holiday - which is designed to spur consumer spending - will ameliorate some of the benefits of S corporation payroll tax savings.

LegalZoom.com Accused of Unauthorized Practice of Law and Privacy Violations

2010-12-15T18:22:00.000-08:00

Legal Zoom (legalzoom.com) is accused of the unauthorized practice of law, as well as disclosing to third parties customers' private information:

LegalZoom and Washington State Reach Agreement Over Unauthorized Practice of Law, IP Watchdog

[T]he most egregious charge leveled against LegalZoom is that they sold, transfered or otherwise disclosed consumer information to third parties. So not only was LegalZoom offering to provide legal services to individuals without a legal license but they seem to have been collecting private information and giving away sensitive, personally identifying information such as financial information, information relating to real or personal property and information relating to family relationships. This screams for further investigation by other State Attorneys General and the United States Patent and Trademark Office. Not only does LegalZoom’s advertising lull unsuspecting consumers to believe they are being represented, but what LegalZoom learns during such representation is given away to third parties? If an attorney did that they would lose their license.

New California Employer Workplace Poster and Pamphlet

2010-09-22T16:41:00.000-07:00

Effective October 8, 2010, two new regulations impacting California employers go into effect:

1. All employers must post the new Notice to Employees, Injuries Caused by Work

2. Each new employee who begins work must be provided with the new Worker's Compensation Pamphlet, available here.

For more on employer workplace posters or to retain an employment attorney to advise and counsel you on California or Nevada business law issues, please click here.

Debt Collection Scam Phone Number 760-284-1423

2010-09-16T15:25:00.000-07:00

Please note that if you have received a call from an alleged paralegal or other person claiming to work at, with, or from the Law Office of Jonas M. Grant, and demanding the payment of an alleged debt, and threatening "prosecution" or anything else if payment isn't made, note that these calls are not originating from this office, which does not practice consumer debt collection law and does not employ paralegals or others to make calls on behalf of debt collection agencies or creditors.

Calls have been reported to originate from 760-284-1423, an area code in which this law office does maintain an office, employees, attorneys, paralegals. Nor does this office have or use any 760 area code telephone. Note that the number displayed on the caller ID may be spoofed, and therefore the owner(s) of this telephone number may or may not be involved in this scam.

Furthermore, the United States abolished debtor's prisons more than a century ago; all collections and debtor-creditor matters are civil in nature, there is no jail time or criminal prosecution for failing to pay a debt (unless there's also fraud or something else going on).

Please do not cooperate with these individuals, and report to them to appropriate authorities. If you have any additional information about their whereabouts or identity, or aren't sure if a call is originating from this office, please contact the office.

Here's what others have reported about the nature of calls from this number. In sum, it's always a scam, but the scam and the alleged name of the caller varies from call to call.

Estate tax remains unresolved

2010-07-11T16:07:00.000-07:00

It has come to this: Congress, quite by accident, is incentivizing death.

When the Senate allowed the estate tax to lapse at the end of last year, it encouraged wealthy people near death's door to stay alive until Jan. 1 so they could spare their heirs a 45% tax hit.

Now the situation has reversed: If Congress doesn't change the law soon—and many experts think it won't—the estate tax will come roaring back in 2011.

Not only will the top rate jump to 55%, but the exemption will shrink from $3.5 million per individual in 2009 to just $1 million in 2011, potentially affecting eight times as many taxpayers.

The math is ugly: On a $5 million estate, the tax consequence of dying a minute after midnight on Jan. 1, 2011 rather than two minutes earlier could be more than $2 million; on a $15 million estate, the difference could be about $8 million.

Of course, there is a "death incentive" whenever Congress raises the estate tax. But it hasn't happened in decades; the top rate has held steady or fallen since 1942, according to tax historian Joseph Thorndike of Tax Analysts, a nonprofit group. In fact, the jump from zero to 55% would be "the largest increase in a major tax that we've ever seen," Mr. Thorndike says.

Too Rich to Live? The estate tax is set to come roaring back in January. That sets the stage for a perverse calculus: End it all—or leave a massive bill for your heirs to deal with. WSJ.com, July 10, 2010

Do It Yourself Estate Planning Pitfalls

2010-06-30T07:58:00.000-07:00

The pros and cons of DIY estate planning are discussed in yesterday's article in US New and World Report:

"Unless you are single and have absolutely no money," says Brooklyn-based estate planning and tax lawyer Hani Sarji, you need an estate planner, because people tend to make mistakes when they fill out their own forms online. "People might get a false sense of security from DIY estate planning," Sarji adds, and answering one question incorrectly or overlooking something such as appointing a guardian for children can lead to major problems down the road.

On her blog, estate planning lawyer Leanna Hamill writes about a colleague who had a client who used an online do-it-yourself will that he failed to update after some of his beneficiaries died and he opened new bank accounts that weren't mentioned on the form. "That is the reason to have an attorney assist you with this process. We know the questions to ask, and we know what to do with the answers," she writes.

"Without a lawyer, you might not understand the terms," says Deborah Jacobs, author of Estate Planning Smarts. Therefore, you could inadvertently give someone more power than you want to when creating a "durable power of attorney" document, for example. That document essentially gives someone else the power to take care of your finances if you become incapacitated. Jacobs says that if that person isn't trustworthy, he or she could steal from you. She also warns that if the document isn't executed properly—in some states you need witnesses to your signature—then it might not even be valid.

Another risk, says Jacobs, is that when it comes to transferring your money to family members after you pass away, a self-written will might contain holes that lead to errors.

As with other areas of the law, other lawyers, who don't practice estate planning law, have hired me to assist them with their estate plan; if they know they can't tackle an incorporation or an estate plan without some advice and counsel, do you believe you can do better?

LegalZoom.com Faces California Class Action Over Estate Planning Documents

2010-06-23T15:53:00.000-07:00

Legalzoom.com has been accused in California of the unauthorized practice of law, as well as providing ineffective estate planning documents.

January 8, 2012 Update: The case now has apparently settled, as most class actions and indeed most lawsuits of any kind are.

Tax Audit Risk Among Reasons to Incorporate Side Business

2010-06-21T12:07:00.000-07:00

CPA Michael Hanley, who specializes in working with small business, advises:

"The #1 most overlooked tip by people running side businesses is that they fail to setup a business entity because they still view their business as a little side business that they will incorporate when things take off."

Sole Proprietorships (the business structure you default to if you fail to setup a Corporation, LLC, etc) are subject to the highest audit risk out of all the business structures. The reason for this high audit risk is that all Sole Proprietorships report their business income and expenses on Schedule C (the second most highly audited form that you can attach to your tax return). By setting up an S Corporation, you become nine times less likely to be selected for a random IRS audit (audit risk decreases from 2.7% to .3%, making it very possible that you can go your entire life without ever being selected for an audit).

Setting up a Side Business Can Be Risky Unless You Do it Right, Mithcell York, About.com: Enterepreneurs

Los Angeles Business Tax Break Proposed

2010-06-15T19:08:00.000-07:00

Los Angeles' mayor today proposed an expansion of the City of Los Angeles' new business tax exemption, from two to three years, assuming gross revenues of less than $500,000:

Tax Break for New Businesses Proposed, Los Angeles Business Journal, June 15, 2010

CEOs rank California 51st for Business Environment

2010-05-08T00:54:00.001-07:00

More than 600 CEOs rated states on a wide range of criteria from taxation and regulation to workforce quality and living environment, in our sixth annual special report.

In Chief Executive’s annual survey of best and worst states for business, conducted in late January of this year, 651 CEOs across the U.S. again gave Texas top honors, closely followed by North Carolina, Tennessee and Virginia. They gave the booby prize for worst state to California, with New York, Michigan, New Jersey and Massachusetts filling out the bottom five-a line-up virtually unchanged from last year. Florida and Georgia each dropped three places in the ranking, but remain in the top 10. Utah jumped six positions this year to sneak into the top 10 at No. 9.

The business leaders were asked to draw upon their direct experience to rate each state in three general categories: taxation and regulation, quality of workforce and living environment.

Best and Worst States for Business 2010, chiefexecutive.net, 29 April 2010

See also Of 50 States, California ranks 51st, Orange County Register editorial, 5 May 2010:

As the magazine noted, Californians pay among the nation's highest income and sales taxes. Unemployment exceeds the national average, and, contrary to the national trend, "union density is climbing, from 16.1 percent of workers in 1998 to 17.8 percent in 2002."

Indeed, according to the magazine's critique, "organized labor has more political influence in California than in most other states." The magazine zeroes in on perhaps the crux of the problem: "When state employees reach critical mass, they tend to become a permanent lobby for continual growth in government."

That helps to explain why unfunded pension and health care promises for state workers "top $500 billion, and the annual pension contribution has climbed from $320 million to $7.3 billion in less than a decade," as the magazine noted.

It doesn't take a national survey to reveal California's failing business climate. Seven California metro areas were among the 15 national leaders in commercial bankruptcy filings in 2009, according to Equifax Inc. Not coincidentally, California had twice as many personal bankruptcies as any other state in 2009 when it ranked 11th in bankruptcies per capita.

It also doesn't take a CEO to notice the differences between California and top-rated Texas. Texas, with nearly as many residents and the world's 12th largest economy, "is where 70 percent of all new U.S. jobs have been created since 2008," the magazine reported. Also unsurprisingly, Texas gained more than 848,000 net residents based on migration in and out of the state in the past decade, while California lost 1.5 million, according to the Census.

"You feel like [Texas] state government understands the value of business and industry to create jobs and growth," one CEO said in the magazine.

California Secretary of State Processing Times

2010-04-27T18:50:00.000-07:00

California Secretary of State business entity filing times have soared since the first of the year, as a result of the state budget crisis and resulting budget and staff cuts at the Secretary of State's office (which included the closing of some regional offices).

Alas, the Secretary of State also failed to notify practitioners or the general public about these changes before the fact, resulting in unexpected delays to the tune of 6-8 week turnaround for business entity (LLC, corporation, etc.) filings by mail and standard over-the-counter expedited filing times increasing to three weeks and sometimes more from an average of less than two.

Belatedly, the SOS issued this apologetic announcement earlier this month:

http://www.sos.ca.gov/business/pdf/processing-times.pdf

California Annual Minimum Franchise Tax Repeal Proposed

2009-11-14T18:08:00.000-08:00

A bipartisan commission appointed by Governor Schwarzenegger has recently proposed sweeping overhauls of California's tax laws, including reduction of personal income tax rates, the elimination of the corporate tax, and the elimination of the $800 per yaer minimum annual franchise tax levied on corporations, LLCs, and LLPs doing business in the state. The committee did, however, propose a 4% business net profits tax, exempting small businesses with less than $500,000 in revenues.

The recommendations are only that, and must be acted upon by the legislature and governor in order to become law.

For more information see:

Commission on the 21st Centuray Economy Press Release dated September 29, 2009

California Attorney General Targets Annual Minutes "Scam"

2009-10-28T12:40:00.000-07:00

California's attorney general has filed suit against a nyumber of individuals and companies to combat what he calls a scam targeting small businesses:

News Release
October 08, 2009
For Immediate Release
Contact: (916) 324-5500

Brown Sues 8 Individuals and 6 Businesses Operating Scams Targeting California Small Businesses

San Diego - Continuing his fight against "rip-off artists" operating in California, Attorney General Edmund G. Brown Jr. filed suit today against eight individuals and six businesses that operated scams targeting small business owners. The lawsuits, filed today in San Diego Superior Court, seek to recover more than $3 million.

Schedule note: Brown is in San Diego this morning and is available to speak about these cases at approximately 10:30 -- at the Hilton Bayfront Hotel - downtown (Indigo A Room, 1 Park Blvd in San Diego 92101.

"These cases will send a powerful signal that small business owners must be on the alert," Brown said. "These rip-off artists sent official-looking documents through the mail for the sole purpose of duping small business owners into paying them money - for no value in return."

The three cases are separate scams, each following a similar theme. The defendants mailed to small businesses solicitations that appeared to be government documents featuring an official-looking seal, an official-sounding name, citations to the Corporations Code and a "reply by" date. The forms claimed that the business was in danger of losing its corporate or limited liability status if payment was not made within a short period of time.

In the first case, Anthony Williams operated Compliance Annual Minutes Board that mailed to California businesses official-looking forms demanding that the recipient complete the form and return it with payment of an "Annual Fee" of $150 or risk loss of corporate status. Williams claimed that in exchange for payment, he would provide corporate minutes. Instead, he prepared generic fictitious minutes for the business owners who paid his fee.

The next case involved George Alan Miller, Rebecca Miller, Arghisti Keshishyan and Kristina Keshishyan who together operated two corporations and one limited liability company: Annual Review Board, Inc., Business Filings Division and Corpfilers.com, LLC. Miller and his co-conspirators mailed solicitations to California limited liability companies and corporations, demanding that the recipients complete the form and return it with payment or risk penalties, fines and suspension. The payment amounts varied from $195 to $239, but all mailers were designed to be official-looking government documents that misled the recipients into sending money.

In the third case, Maria Jones operated Corporate Filings Division and Corporate Compliance Filings, Inc., which mailed official-looking forms entitled "Annual Minutes Disclosure Statement" to California businesses, implying that the recipient business was required to complete the form and return it with payment of an "Annual Fee" of $175 or risk loss of corporate status. In exchange for payment, Jones agreed to provide corporate minutes. The information she solicited, however, was inadequate for legitimate corporate minutes, and she instead provided fictitious minutes.

All defendants are accused of violating:

- Business and Professions Code section 17533.6 (Deceptive Solicitation Statute)
- Civil Code section 1716 (Phony Billing Statute)
- Business and Professions Code section 17500 (False Advertising Statute)
- Unfair business practices within the meaning of Business and Professions Code section 17200.

In all three cases, the Attorney General's Office seeks civil penalties, injunction and other equitable remedies and costs.

Since 2004, the Attorney General's Office has received more than 5,000 complaints against a growing number of individuals who mailed solicitations made to look like governmental forms to small businesses in California. Today's announcement adds to the five cases the office has already successfully handled since these scams were brought to the office's attention....

Employment Law in a Social Networking, New Media World

2009-10-24T21:42:00.000-07:00

I am quoted in a FOXBusiness small business article on how employers can protect their intellectual property rights in a Facebook/Twitter social networking world:

In an age of way-too-much information and widespread social-networking addiction, businesses are finding it increasingly difficult to protect trade secrets and practices. It’s important to know your rights as an employer and/or as an employee.

If you are neither of the above at the moment, and are instead on the job hunt, you should keep in mind that potential employers have the right to (and will) research your online living activities. In one quick Google search, what might a recruiter learn about you? It’s important to always keep your professional goals in mind when posting personal details on sites that are publicly accessible.

If you pass the test and find yourself employed, you’ll then have to follow company policy regarding Internet activities. Because privacy is often a top concern for employer and employee, companies are adjusting to the new online environment and adopting rules and regulations accordingly to ensure protection.

Anita Campbell, founder and CEO of Smallbiztrends.com, said there’s a major difference between large corporations and small businesses when it comes to social media sites. Large corporations are more likely to block all social media sites, such as Facebook and Twitter, from being accessed on the company network.

However, she said most small businesses do not block these sites at work and, in some cases, require employees to participate in them for company benefits. Jonas M. Grant, a business attorney and expert, said some employers rightfully worry about the disclosure of confidential company information by employees who are either posting on Web sites under their own names or anonymously. But he said employers do have the right to legally prohibit certain social-networking activities involving the business to avoid a slip of an idea or secret.

According to Campbell, small businesses using social media networks can have advantages and disadvantages. Recommending your employees take full advantage of the power of social media for “free” marketing is a definite plus. But allowing employees to have access to social media all day can deter them from actually working, decreasing productivity.

“But the stickier issue is one of inappropriate communications by employees,” Campbell said.

Grant recommends companies have an employee manual and training program in place specifying acceptable workplace use of the Internet in general. He said employers should expressly tell their employees what they can and cannot talk about, especially in an age with constant Internet communication.
“Employers are also wise to have employees sign employee loyalty and confidentiality agreements at the time of hire,” Grant said.

Experts agree that prevention is key for small businesses, and preparing for “what-ifs” is the best protection. Grant said communicating concerns with employees, outlining company rules and restrictions, while implementing appropriate policies and agreements in conjunction with employment law counsel, is the best method of prevention.

What Rights Do Employers, Employees Have in Internet Age? by Hope Holland, FOXBusiness.com, October 22, 2009

Intellectual Property Protection in a Social Networking World

2009-10-24T21:41:00.001-07:00

I am quoted in a FOXBusiness small business article on protecting intellectual property rights in a Facebook/Twitter social networking world:

Friend it, follow it or link to it. Brainstorming, would-be entrepreneurs around the world are continuously connecting through social networking sites such as Facebook, Twitter and LinkedIn. But, legal experts warn, users should beware of setting themselves up for Information-Highway robbery.

You can lock the doors on your home and your vehicle. You almost need to rent storage space to store your many login and passwords in today’s Internet age. But, what about your revolutionary ideas for starting your own company or launching a new product line? Do you have any rights when it comes to protecting things you carry in your head?

Yes, the experts say. And they advise that you take them seriously, especially your most basic right for protecting your literally un-touchable valuables.
Remember, you have the right to remain silent.

“If you post a business idea on Twitter, someone could beat you to the punch,” said Jonas M. Grant, a small business lawyer and entertainment intellectual property attorney. “If your idea is what makes your for-profit business special, you should consult with an attorney to see what, if any, protections are available and save the Tweeting for when the business has launched. By posting an idea to a social networking site, you have contributed it to the public domain.”

It seems like a simple concept, but choosing how to protect your ideas can be a difficult and confusing process. Do you need a copyright? A trademark? A patent? What are trade secrets? FOXBusiness.com asked the legal experts to translate the legal jargon regarding intellectual property rights.

Anita Campbell, founder and CEO of Smallbiztrends.com, an online resource for small businesses and entrepreneurs, said if your creation is a book, blog post, artwork, cartoon, software, podcast recording, video, or anything along these lines, than a copyright is right for you. A copyright protects original creative works and the “expression of an idea,” she said. You can simply register for copyright protection with the U.S. Copyright Office.

So, you weren’t born yesterday – and you know better than to Tweet about your idea or write about it on your Facebook page. But what about the people you are including on your launch team? Or, how about if you’d like to discuss your brainchild with any consultants or potential future business partners and/or clients? Can you trust them to keep it off their online world?

The experts say no. If you don’t protect yourself ahead of time, you could wake up to an e-mail announcing the successful launch of your long-time-planned dream company -- and have no legal means to get back what is rightfully yours.

With start-ups predominantly using the cross-globe-reaching Internet and social networking sites to get things moving, Grant said no small business is “too small” to invest in protecting company information. He said this is the reason to have anyone you share your grand plan with sign a non-disclosure agreement (NDA), also known as a confidentiality agreement, confidential disclosure agreement (CDA), proprietary information agreement (PIA), or secrecy agreement. He said to always protect your trade secrets or confidential business information to avoid losing an idea or strategy to another company.

In fact, Grant said small businesses should act like the largest companies in the world, and keep all future business plans secret until all available intellectual property protections are in place and it is time to launch to the public....

Protect Your Business Ideas From Information-Highway Robbery by Hope Holland, FOXBusiness.com, October 22, 2009

Home Loan Modification Advance Fees Now Illegal in California

2009-10-15T16:42:00.001-07:00

As of October 11, 2009, advance fees for home loan modification services are illegal in California, even if charged by licensed attorneys. For more information, see California Department of Real Estate Announcement [PDF]

Tax Increases Expected by 2011

2009-10-10T21:08:00.001-07:00

Higher Taxes Are Coming. Are You Prepared? Wall Street Journal, September 13, 2009:

As the recession and bailout have pushed this year's federal budget deficit to an unheard-of $1.6 trillion, an unpleasant reality has dawned: Taxes are going up. The only questions are when, how much, and for whom?

The answers depend on the shifting sands of wealth politics and the scope of health-care revision. "But everybody thinks that by 2011 tax rates will be higher, at least for those with higher incomes," says Thomas Ochsenschlager, a tax official at the American Institute of Certified Public Accountants.

This certainty turns traditional tax-planning logic upside-down. Taxpayers have long been advised to defer taxes as long as possible, especially by making contributions to tax-sheltered IRAs and 401(k)s or holding assets for years in order to postpone realizing gains.

Now taxpayers should reconsider this rule. The current top capital-gains rate of 15% on most assets is the lowest in living memory and the Obama administration has proposed raising it to 20%. Another proposal might tack on a 4.5% surtax for the wealthiest taxpayers. So it may make sense to realize long-term gains now, says Robert Gordon, who advises clients on sophisticated tax matters at Twenty-First Securities in New York....

Online Passwords and Estate Planning

2009-07-23T17:15:00.000-07:00

Estate planning for online passwords:

If you're smart about your online life, you've created strong and varied passwords for all your accounts. You change those passwords often. And you never write them down or share them with anyone.

That's all well and good while you're alive. But your admirable devotion to protecting sensitive personal data can wreak havoc for your heirs after you die.

With an increasing portion of our personal lives stored online in password-restricted accounts -- including bank accounts, automatic bill-pay arrangements, personal messages and even items with small monetary but major sentimental value, such as photos -- piecing together an estate after a death can cause major headaches.

For example, if you have an online savings account separate from your regular bank account and the statement notifications are only emailed, not mailed, that account may get overlooked when your finances are disbursed to beneficiaries.

"We spend hours or days trying to track down the information," said Hyman Darling, an attorney with Bacon Wilson in Springfield, Mass., and chairman of that firm's estate-planning department. "Very often things don't come in the mail and we wouldn't know about [the account] for some time."

Of course, creating a will detailing your assets can help, but a will doesn't solve everything. "Even when people remember to leave a list of financial accounts with their other important papers for the next of kin, they often forget account passwords," said Michael Palermo, a Lexington, Ky., attorney who specializes in estate planning.

Without log-in information, survivors usually need to go to court for legal authority to gain account access. The process varies from state to state; it doesn't always require a lawyer but it always takes time, Palermo said. Then, the surviving heir must get the company that runs the online account to heed her authority -- a task that's not always easy, Palermo said.

"Try contacting customer service and telling them, 'I've been appointed as my late brother's administrator. Please give me his user ID and password,' " he said. "Eventually, of course, this type of problem is solved when you can reach a real human being who doesn't act like this is the first customer ever to die. But these people have to be sought out within any institution I've ever dealt with."

The process can be even more complicated if someone is incapacitated rather than dies. "If there's no power of attorney, then we have to have a guardian or conservator appointed to have access to these records," Darling said. "Some companies won't give us information even if we have that, without a specific court order."

The costs of gathering the information can add up, Darling said. "It's unfortunate when they could just have put [the passwords] on a piece of paper or given it to someone they trusted."

The problem isn't limited to financial accounts -- heirs may want to save items with personal meaning, including messages in an online email account or photos stored on a site such as Kodak Gallery or Shutterfly.

Or, if you participate in a social-networking site such as Facebook or Twitter, you may want to exert some control over what happens to your profile after you die, but unless you leave your user name and password with a trusted person, it'll be tough for them to gain access.

What happens to your Facebook page if no one has that log-in information? A Facebook spokeswoman said via email that "if a family member alerts us that a loved one has died, we will place the profile in Memorial State, or take the profile down, based on their wishes." In memorial status, certain profile sections "are hidden from view to protect the privacy of the departed." She added: "We will not give access to the person's account."

While some people might be happy their relatives can't get access to their email or other accounts, others are taking matters into their own hands. "I had a young man in his 20s in here a couple of months ago to sign off on his will and he had some specific instructions about Facebook," said Patricia H. Char, a Seattle attorney with K&L Gates. "These are issues for this generation." ....

Full article: Don't Take Your Passwords to the Grave: Neglecting to share details of online accounts will cost your heirs time, money by Andrea Coombes, CBS Marketwatch via Yahoo! Finance, July 23, 2009

California FTB LLC Fee Refunds and Case Updates

2009-07-10T16:58:00.000-07:00

Claims are due this summer for certain claims for refunds of LLC fees (above the $800 per year minimum franchise tax) paid to the California Franchise Tax Board (FTB) for tax years prior to January 1, 2007, for LLCs that had operations in multiple states. This is related to several lawsuits contending the LLC fee is unconstutional, two of which have been resolved, in favor of the limited liability company-taxpayers (Ventas Finance I, LLC v. Franchise Tax Board and Northwest Energetic Services, LLC v. Franchise Tax Board). In Ventas, the court found that Revenue & Taxation Code Section 17942 was unconstitutional as applied to an LLC which derived revenues from inside and outside of California, without apportioning the fee to account for in-state versus out-of-state source revenues. In Northwest, the court of appeals found unconstitutional California's LLC fee as applied to an LLC that registered with the state but never did any business in California (preumably, it had intended to, but circumstances changes, or it hadn't yet got around to doing business here).

The third case, Bakersfield Mall, LLC v. Franchise Tax Board, challenges the right of the FTB to levy the LLC fee on LLC's that do business entirely in California. Those with potential claims should review this notice and speak with their accountant about filing an appropriate and timely claim, or filing a protective claim:

FTB Notice 2009-04 dated 5/22/2009

Michael Jackson's Estate and Estate Planning (press item)

2009-07-06T17:00:00.000-07:00

Recently quoted in the press on Michael Jackson's estate, will/trust, and creditor and child custody issues:

Though Michael Jackson’s body isn't in the ground yet, speculation is running rampant as to what will happen to his financial assets. Many suspect that legions of those only tangentially connected to the pop star are already sharpening their knives for their shares of the possible profits.

"There are a lot of dark characters that are going to try to make a buck out of this because Michael Jackson, unfortunately, is such a polarizing figure and his name is greater than any individual’s name on earth," said Aphrodite Jones, author of "The Michael Jackson Conspiracy."

"That being the case, everyone and anyone during his life tried to make money any way they could, and I don’t think that will end because of his death," Jones explains. "You think about Elvis Presley and all of the people who have made livings as impersonators and the Graceland tours, etc. — that’s nothing compared to what we’re going to see here."

As far as legal entitlements, Jackson's assets are undercut by the $400 million in debt that the pop star left behind.

Jonas M. Grant, an entertainment lawyer in Burbank, Calif., explains. "In general, creditors get the first crack at the contents of a deceased’s estate," he said.

Entertainment lawyer Jonas M. Grant says the mother of two of Jackson's children, Debbie Rowe, will likely get custody of those children and their inheritance. "[She] will benefit financially indirectly even if she is not named as a direct beneficiary of his estate, which she also may well be."

Vultures set to profit off of Jackson’s death: Skeptics say those who exploited him in life ready to strike again, Heidi Patalano, Metro International, June 29, 2009

Update: When quoted for the above news article, I didn't have the benefit of reviewing Michael Jackson's purported last will, which can be seen below, and is a pour-over will, essentially directing that all of his property not already titled to the "Michael Jackson Family Trust" be added to that trust, for distribution to the beneficiaries named in that trust:

Michael Jackson's Will - full screen (new window)

Los Angeles Business Tax Amnesty Program Announced

2009-06-07T11:40:00.000-07:00

The City of Los Angeles agency responsible for the administration and collection of business taxes, the Office of Finance, has announced a tax amnesty program. Non-compliant businesses will still have to pay the base tax and interest due, but an automatic waiver of the usual penalty will apply (without the amnesty program, penalty waivers can be requested, but they are discretionary with the Office of Finance):

Tax Penalty Amnesty Program
Chapter II, Article 1.12, Sections 21.12.1 - 21.12.7 of the Los Angeles Municipal Code provide for the development and implementation of a Tax Penalty Amesty Program. This program, beginning May 1, 2009 and ending July 31, 2009, allows taxpayers to avoid tax penalties imposed on any taxes as a result of nonreporting, underreporting, underpayment, or nonpayment of certain taxes. Tax Penalty Amnesty is applicable to (1) Business Taxes; (2) Telephone, Electricity, and Gas Users Taxes; (3) Commercial Tenants Occupancy Taxes; (4) Transient Occupancy Taxes; and (5) Parking Occupancy Taxes.

To participate in the program, taxpayers must file an application for tax penalty amnesty during the specified dates and comply with two conditions:

1.File completed tax statements or returns for all periods and taxes for which the taxpayer has not previously filed a tax statement or return and/or file completed amended tax statements or returns for all periods for which the taxpayer underreported the taxes due; and
2.Pay in full all principal, interest, and any applicable fees (excluding penalty fees) due.
The Tax Penalty Amnesty Program is an opportunity to pay delinquent City taxes and avoid up to forty (40%) in penalties. To take advantage of the amnesty program, please visit one of our offices or call the L.A. Tax Amnesty Hotline at (213) 978-1555 weekdays from 8:00 am to 5:00 pm.

More information and applications forms available here: http://www.lacity.org/finance/amnesty/index.html

Indiana Secretary of State Corporate Minutes Mailings

2009-05-28T14:28:00.000-07:00

From Indiana Secretary of State Todd Rokita. California may want to follow suit (although California's laws may be drafted differently than Indiana's, and it is not clear if these defendants are also behind some of the California mailings.

COMPLAINT FILED IN BUSINESS MAIL SCAM

May 21, 2009- An out-of-state operation sending deceptive solicitations to Indiana businesses for the last several months would face fines of over $1.5 million and be barred from doing business in Indiana if the state prevails in a lawsuit filed last week in Marion County court.

The complaint against Aaron V. Williams of Las Vegas, Lisa Diane Brown of California and several companies affiliated with the two was filed by Attorney General Greg Zoeller in Marion County Superior Court alleging several violations of the Deceptive Commercial Solicitation Act. The action comes after a multi-state investigation by the office of Indiana Secretary of State Todd Rokita which tracked the activities of a business operated by Williams and Brown known as "Indiana Corporate Compliance."

Indiana businesses have reported receiving letters from Indiana Corporate Compliance that appear to come from an official government source - specifically the Business Services Division of the Indiana Secretary of State's office. The letter solicits annual fees of $125 to $150 that it claims will be used for the record keeping and processing of the company's annual minutes. It also instructs businesses to respond by citing fictitious state law and including a "return by" date. The return addresses on the letters are rented mailboxes at UPS stores in Indianapolis, including one within steps of the Indiana Statehouse.

"The actions of these out-of-state scam artists to bilk Indiana businesses are deceptive, despicable, and likely criminal," said Secretary Rokita. "I will do everything I can to stand up for Indiana businesses and shield them from financial attack. I thank Attorney General Zoeller and his team for helping bring legal action."

Secretary Rokita has issued warnings through the media, sent e-mails to Indiana businesses and posted warnings on his Web page to ignore the letter. Still, businesses report falling victim to the scam and have sent money in response to the letter. No business has reported receiving any services from Indiana Corporate Compliance. Secretary Rokita's office continues to investigate and is developing a criminal case against Williams and Brown.

State law requires periodic business entity reporting, but with fees of only $30 every two years for for-profit entities and $10 every year for non-profit organizations. Businesses operating in Indiana can now securely perform this reporting online through the INBiz portal found on the Secretary of State's Web page, www.sos.in.gov/business.

If you believe you fell victim to this solicitation, please contact the Business Services Division Help Line at (317) 232-6576. Businesses wishing to check the validity of any mailing from Indiana's Business Services Division or any division of the Office of the Indiana Secretary of State should also call this number.

See also: California Corporate Compliance Minutes

SBA Announces No-Interest Loans for Struggling Businesses

2009-05-20T18:18:00.000-07:00

PRESS OFFICE/LOS ANGELES

Release Date: May 18, 2009 Contact: David J. Hall (202) 205-6697
Release Number: 09-30 Internet Address: http://www.sba.gov/news

SBA Launches New 100-Percent Guarantee ARC Loan Program to Help Struggling Businesses

WASHINGTON – Small businesses suffering financial hardship as a result of the slow economy may be eligible to receive temporary relief to keep their doors open and get their cash flow back on track through to a new loan program announced today by SBA Administrator Karen G. Mills.

Beginning on June 15, SBA will start guaranteeing America’s Recovery Capital (ARC) loans. ARC loans are deferred-payment loans of up to $35,000 available to established, viable, for-profit small businesses that need short-term help to make their principal and interest payments on existing qualifying debt. ARC loans are interest-free to the borrower, 100 percent guaranteed by the SBA, and have no SBA fees associated with them.

“These ARC loans can provide the critical capital and support many small businesses need to make it through these tough economic times,” said Administrator Mills. “Together with other provisions of the Recovery Act, ARC loans will free up capital and put more money in the hands of small business owners when they need it the most. This will help viable small businesses continue to grow and thrive and create new jobs in communities across the country.”

“It’s my firm belief that we will soon see better days ahead with these Recovery Act tools including this highly anticipated deferred-payment loan that can now aid small business owners confronting these dynamic conditions,” said Alberto G. Alvarado, Los Angeles SBA District Director.

As part of the Recovery Act, the ARC program was created as a no-interest, deferred payment loan to help small businesses that have a history of good performance, but as a result of the tough economy, are struggling to make debt payments.

ARC loans will be disbursed within a period of up to six months and will provide funds to be used for payments of principal and interest for existing, qualifying small business debt including mortgages, term and revolving lines of credit, capital leases, credit card obligations and notes payable to vendors, suppliers and utilities. Repayment will not begin until 12 months after the final disbursement. Borrowers don’t have to pay interest on ARC loans. After the 12-month deferral period, borrowers will pay back the loan principal over a period of five years.

ARC loans will be made by commercial lenders, not SBA directly. For more information on ARC loans, visit www.sba.gov

http://www.sba.gov/idc/groups/public/documents/sba_homepage/news_release_09-30.pdf

Study Names "Most Free" States; California Ranks Poorly

2009-05-18T14:10:00.000-07:00

A recent George Mason University study ranked the 50 U.S. states on a freedom scale, attempting to turn the various economic, social, and personal freedoms available in each state into a number, allowing comparison and ranking.

According to the researchers, the "freest" states are New Hampshire, Colorado, and South Dakota: "All three states feature low taxes and government spending and middling levels of regulation and paternalism."

On the other end of their spectrum, "New York is the least free by a considerable margin, followed by New Jersey, Rhode Island, California and Maryland."

A color-coded freedm-ranked map of the states is available here.

Blog Post Cited in Orange County Register Article on Annual Minutes Mailings

2009-04-09T23:58:00.000-07:00

This blog's most popular entry, posted in January 2007 but updated continually since, concerning misleading corporate and LLC annual minutes mailings was recently cited in a small business advice column in the Orange County Register:

Old scam reappears in O.C.:

Burbank attorney Jonas Grant gives a good explanation of the law on his California Business Law Blog, based on problems his clients reported to him in 2007. The post has gotten dozens of comments from people who received these solicitations, some from other states.

(One even accuses Grant of sending the letters, thus the red-letter disclaimer at the top of his post. Talk about shooting the messenger.)

By Jan Norman, March 29, 2009

California Sales Tax Rate Increase

2009-04-09T12:48:00.000-07:00

Effective April 1, 2009, but unfortunately not an April Fool's Day joke is a 1% rate increase to California's sales tax, for a new total of 8.25%. In addition, certain cities and localities may add an additional surcharge of up to 2.0%, for a grand total not to exceed 10.25%, among the highest sales tax rates in the nation. Los Angeles County's rate is now 9.25%.

More detailed information is provided in this notice issued by California's sales tax authority, the Board of Equalization (CA "BOE").

See also:

California Legislature Plans to Increase Taxes Amid Recession

Free Legal Forms Online

2009-04-08T20:14:00.000-07:00

Adams Drafting, a blawg of interest primarily to business attorneys, has an interesting post and following discussion regarding the use, misuse, and dangers of free legal forms found on the Internet or elsewhere: With Free Online Forms, You Get What You Pay For. Excerpts:

The problem isn’t a shortage of free legal forms online. Instead, it’s that there’s available online for free a vast and ever-growing supply of contract models, most of them crappy, and separating what’s OK, in terms of language and substance, from what’s not OK is a gruesome task....

I see the problem as being not that the documents are inherently incorrect in themselves - I’m sure the good sites produce very sound documents - but that they are drafted in the abstract. If a person pulls a document from any standard database - whether one of these sites or their own firm’s standards - it will be blind luck if it actually works for the agreement they are trying to draft for without amendment. Then there seem to be three options:

(i) The document as just used as-is - the document is unlikely to fit the deal.
(ii) A non-lawyer makes some changes. The problem here is the risk of unintended legal consequences of a change.
(iii) A lawyer reviews it. Clearly the issue here is cost.

I suppose people just need to balance those factors, but for any deal worth anything significant, it is likely to be worth having a lawyer have a look, at which point it is more cost-effective for them to use their own standards.

See also Factual Error Found On the Internet, The Onion, 2002.

New Twitter account - Follow us

2009-03-20T20:49:00.000-07:00

The Law Office of Jonas M. Grant, P.C. is now on Twitter - which means you can "follow" us by signing up as one of our followers here, and receive occasional updates, including notification of new blog posts here - typically about four per month - and you can of course stop "following" at any time.

Our Twitter page can be found here:

Twitter: Law Office of Jonas M. Grant, P.C.

For those who prefer, there is also a free subscription available for the Atom feed for this blog.

See also:

Nigerian Email Scam Targets Lawyers & Their Client Trust Accounts

2009-03-05T15:41:00.000-08:00

Law.com reports that a new variation of the standard so-called Nigerian, 419, or advance fee email scam has been targeting lawyers. Phony clients allegedly seeking to collect funds from stateside customers contact a U.S. attorney seeking collections assistance. As soon as the attorney has accepted the representation, the customer immediately agrees to pay (how often does that happen!?), often in two partial payments to be timed one right after another. The check then received will usually be a forged cashier's check, payable to the attorney, and from which the attorney is told to deduct his fee (which the client may not be too concerned about the amount of, another red flag).

The author suggests that attorneys avoid becoming victims by:

Researching clients using Google and other sources before accepting the matter
Contacting any attorney or other party that has supposedly referred the matter to the lawyer
Accepting overseas, especially Chinese, clients only if their story makes logical sense and upon the payment of a retainer
Responding to any initial inquiries not known to be fraudulent, but which are suspected to be, making sure to point out clearly that an advance deposit against fees/costs is always required
Taking any suspected fraudulent check to the issuing bank for analysis - they will often be able to identify small details that make the forgery obvious
If a large payment is received upon behalf of a "client", even if by a cashier's check, holding the funds at least two weeks for clearance before disbursing the funds

A typical solicitation looks like this, and may even track this language precisely:

Dear ,

Request for Legal assistance

This is an official request for legal representation on behalf of XXX Co.Ltd.
We are a textile company with principal business in garment manufacturing and trading.
We are presently incapacitated due to international legal boundaries to exert pressure on our delinquent customers and we request for your services accordingly. We got your contact information from the Online Lawyers Directory as a result of our search for a reliable firm or individual to provide legal services as requested.
After a careful review of your profile as well as your qualification and experience, we are of the opinion that you are capable and qualified to provide the legal services as requested.
On behalf of XXX Co.Ltd, Please accept my sincerest appreciation in advance for your willingness to render your services as we look forward to your prompt response to our request.

Thank you.

Another example:

Attention Counsel,
XXX CO., LTD. is a manufacturing company with its head office in Japan, and branches all over Asia continent. The management of XXX CO., LTD. requires your legal representation for our North American delinquent customers. We are looking for a reputable attorney to represent us in North America in order for us to recover monies due to our organization by overseas customers, and as well follow up with these accounts. In order to achieve these objectives a good and reputable law firm will be required to handle this service.
We understand that a proper Attorney client agreement must be entered into by both parties.
Your consideration of our request is highly anticipated, and we look forward to your prompt response.
Yours Truly,

XXX

June 2009 update: The State Bar of California has issued a fraud alert to California attorneys on this topic:

STATE BAR ISSUES FRAUD ALERT TO CALIFORNIA ATTORNEYS

MEDIA CONTACT: Diane Curtis 415-538-2028 diane.curtis@calbar.ca.gov

San Francisco, May 29, 2009 —

The State Bar of California today issued a warning to attorneys to beware of international Internet scams purporting to hire U.S. lawyers to collect large debts.

Despite efforts to publicize the scams over the last year, Bank of America Vice President Blossom Dunng said attorneys continue to be targeted. In four separate cases since the start of the year, Bank of America attorney customers lost hundreds of thousands of dollars from counterfeit checks.

"As bank officials say, 'Know who you're doing business with,'" said State Bar President Holly Fujie. "If you deposit a check for $500,000, you had better have a clear idea where that money is coming from."

The scammers often use the names of real companies to gain credibility and use e-mail addresses that seem to have a connection to the companies. The State Bar itself has received such bogus solicitations:

"This is an official requisition for your legal consultation services on behalf of _________," one e-mail sent to the bar said. "We are presently incapacitated due to international legal boundaries to exert pressure on our delinquent customers in USA and we request your services accordingly."

"We got your contact information from the state of USA lawyers Directory as a result of our search for a reliable firm or individual to provide legal services as requested. After a careful review of your profile as well as your qualification and experience, we are of the opinion that your [sic] are capable and qualified to provide the legal services as requested."

If an attorney responds, the process begins and at some point the attorney receives a legitimate-looking check - sometimes even what appears to be a cashier's check - for the supposed debt. The attorney is asked to subtract his retainer and then send a check for the rest to the client.

In 2006, one attorney had a $2 million loss. This year, Dunng said, checks from the attorneys to the phantom clients range from $75,000 to half a million dollars.

Dunng, treasury services manager who handles all 8,800 Bank of America Client Trust Accounts, said the customer, not the bank, is responsible because it is common practice for the bank to make deposited funds immediately available to good bank customers.

"Attorneys should be the last people to fall for these scams," said Fujie. "Be careful!"

Scott Wilson, FBI special agent in Cleveland, says scams change so quickly that it's very difficult to keep up with them. Still, law firms that have been victimized or contacted as part of what looks like a fraud scheme should report the incidents. If a law firm has lost money in a fraud scheme, contact the local FBI office, says Wilson. If firms or lawyers have not lost money but believe they have been targeted by scammers, they should make a report to the Internet Crime Complaint Center at www.ic3.gov.

To view a story in the California Bar Journal about attorney victims of Internet scams, go to www.calbar.ca.gov, and check the California Bar Journal archives for July 2008.

Founded in 1927 by the state legislature, the State Bar of California is an administrative arm of the California Supreme Court, serving the public and seeking to improve the justice system for more than 80 years. All lawyers practicing law in California must be members of the State Bar. By May 2009, membership reached more than 222,000.

Obama Moves to Raise Estate Tax

2009-02-26T14:05:00.000-08:00

President Barack Obama has announced his intention to increase the estate tax:

President-elect Barack Obama and congressional leaders plan to move soon to block the estate tax from disappearing in 2010, suggesting the levy might outlive the "Death Tax Repeal" movement that has tried mightily to kill it.

The Democratic stance on the estate tax contrasts with Mr. Obama's reluctance to press forward with his campaign pledge to raise income-tax rates on top earners, which he worries could have an adverse economic impact during a recession.

But Democrats are determined to act quickly to prevent the estate tax's scheduled repeal. Elimination of the levy on big inheritances was approved by Congress under President George W. Bush in 2001, with rollbacks phased in slowly and its full elimination slated to take effect next year.

The Senate Finance Committee will move within weeks on legislation to reverse that law, and Mr. Obama is expected to detail his estate-tax preservation proposal in his budget next month, congressional tax writers said.

Under the Obama plan detailed during the campaign, the estate tax would be locked in permanently at the rate and exemption levels that took effect this year. That would exempt estates of $3.5 million -- $7 million for couples -- from any taxation. The value of estates above that would be taxed at 45%. If the tax were returned to Clinton-era levels, it would exclude $1 million from taxation with the rest taxed at 55%....

Obama Plans to Keep Estate Tax, Wall Street Journal Online, January 12, 2009

See also:

Barack Obama, Democrat for President, On Estate Taxes

Hilton Hotels Leaves Beverly Hills, California To Lower Its Cost of Doing Business

2009-02-04T19:23:00.001-08:00

Hilton Hotels Corp., which last month announced it was leaving Beverly Hills, said Wednesday it had chosen Fairfax County, [Virginia], as its new corporate home.

Hilton, which wants to lower its cost of doing business .... [intends to] create more than 300 full-time jobs in Fairfax County within the next 36 months.

Hilton Selects D.C. Suburb for New Home, Los Angeles Business Journal, February 4, 2009

See also: California Scheming and Some Californians Flee State for Greener Pastures

Clients: Please complete our Client Satisfaction Survey

2009-02-04T19:19:00.000-08:00

Current and former clients - please provide feedback to us via our client satisfaction survey at any time, no invitation needed.

"If you're pleased with our services, please tell a friend, a business colleague, or the world (via Insider Pages, MerchantCircle, Yelp, or LinkedIn); if you're not, please tell us!"

Study Finds Settling Lawsuits Often More Cost Effective Than Litigating Them Through Trial

2009-01-30T19:15:00.000-08:00

A 2008 study by the Journal of Empirical Legal Studies, as reported last year in a New York Times article, Study Finds Settling Is Better Than Going to Trial, found that -

.... most of the plaintiffs who decided to pass up a settlement offer and went to trial ended up getting less money than if they had taken that offer.

"The lesson for plaintiffs is, in the vast majority of cases, they are perceiving the defendant’s offer to be half a loaf when in fact it is an entire loaf or more," said Randall L. Kiser, a co-author of the study and principal analyst at DecisionSet, a consulting firm that advises clients on litigation decisions.

Defendants made the wrong decision by proceeding to trial far less often, in 24 percent of cases, according to the study; plaintiffs were wrong in 61 percent of cases. In just 15 percent of cases, both sides were right to go to trial — meaning that the defendant paid less than the plaintiff had wanted but the plaintiff got more than the defendant had offered.

The vast majority of cases do settle — from 80 to 92 percent by some estimates, Mr. Kiser said — and there is no way to know whether either side in those cases could have done better at trial. But the findings, based on a study of 2,054 cases that went to trial from 2002 to 2005, raise provocative questions about how lawyers and clients make decisions, the quality of legal advice and lawyers' motives....

How to Avoid an IRS Tax Audit: Incorporate Your Small Business

2009-01-14T20:44:00.000-08:00

One tip for Dodging a Tax Audit, per the Wall Street Journal's reporting: Incorporate. The WSJ reports that the IRS continues to target Schedule C filers for tax audits and additionally notes that the IRS will sometimes act on an anoymous tip regarding a taxpayer's non-compliance with U.S. tax law.

[T]he overall audit rate this year is likely to remain about the same as last year, says Linda Stiff, IRS deputy commissioner for services and enforcement. But officials are likely to continue their emphasis on high-income taxpayers. Your chances of getting audited are especially high if you work for yourself, file what's known as a Schedule C form for sole proprietors and deal in large amounts of cash. IRS research has shown especially large amounts of noncompliance among this group.

"Like Willie Sutton said about banks, the IRS is looking at high-income, self-employed Schedule C filers because that's where the money is," says Martin Laffer, a certified public accountant at Laffer & Gottlieb in Beverly Hills, Calif. For example, he says one of his clients being audited owns several retail stores and also is a consultant.

Some Californians Flee State for Greener Pastures

2009-01-12T18:04:00.000-08:00

Go East, young man? Californians look for the exit, Associated Press, January 12, 2009:

The number of people leaving California for another state outstripped the number moving in from another state during the year ending on July 1, 2008. California lost a net total of 144,000 people during that period — more than any other state, according to census estimates. That is about equal to the population of Syracuse, N.Y.

The state with the next-highest net loss through migration between states was New York, which lost just over 126,000 residents.

California's loss is extremely small in a state of 38 million. And, in fact, the state's population continues to increase overall because of births and immigration, legal and illegal. But it is the fourth consecutive year that more residents decamped from California for other states than arrived here from within the U.S.

A losing streak that long hasn't happened in California since the recession of the early 1990s, when departures outstripped arrivals from other states by 362,000 in 1994 alone.

In part because of the boom in population in other Western states, California could lose a congressional seat for the first time in its history.

Why are so many looking for an exit?

Among other things: California's unemployment rate hit 8.4 percent in November, the third-highest in the nation, and it is expected to get worse. A record 236,000 foreclosures are projected for 2008, more than the prior nine years combined, according to research firm MDA DataQuick. Personal income was about flat last year.

With state government facing a $41.6 billion budget hole over 18 months, residents are bracing for higher taxes, cuts in education and postponed tax rebates....

March 2009 update:

Related: Corporate oil booms in low-tax Switzerland, Reuters, March 12, 2009 ("[A] wave of energy companies has in the last few months announced plans to move to Switzerland -- mainly for its appeal as a low-tax corporate domicile that looks relatively likely to stay out of reach of Barack Obama's tax-seeking administration.") and California Scheming: What One-Party Rule Is Doing To Once-Golden State

California Secretary of State and FTB To Introduce LLC Suspension Program in 2009

2009-01-01T19:57:00.001-08:00

Happy new year. And with the new year comes changes to various state and federal laws. Among others:

The new cell phone law prohibits text messaging or reading or writing emails while driving.

Covered employers will be affected by changes to the federal Family and Medical Leave Act (FMLA) and should have their employee manuals reviewed and revised accordingly. A new workplace poster is available here: 2009 FMLA poster

The definition of a disability under the Americans with Disability Act (ADA) has been broadened.

The time limits for filing a discrimination claim under the Civil Rights Act of 1964 and the Age Discrimination in Employment Act were extended.

In 2009, the California Franchise Tax Board (FTB) and Secretary of State (SOS) will be allowed to suspend limited liability companies (LLCs) that do not comply with various FTB and SOS filing and tax payment requirements. The FTB and SOS already do this for corporations, but up until now, the law had prohibited them from doing so with LLCs. This changes makes proper business entity maintenance, already crucial for ensuring maximum tax and limited liability advantages, all the more important. LLCs that are not being used should be dissolved while still in active status.

See also: 2009, Time To Incorporate?

818 Area Code Overlay with 747 Area Code Begins in 2009

2008-12-26T07:00:00.000-08:00

The California Public Utilities Commission (CPUC) has forecasted that the 818 area code (San Fernando Valley, California) will run out of telephone numbers in the third quarter of 2009 and has therefore announced an overlay with new area code 747; that is, as is the case with the old 310 and new 424 area codes, both area codes will exist in a single geographic area, with most new telephone numbers assigned receiving the new 747 area code.

Because an 818 and a 747 telephone number may therefore be in the same house or office building, ten-digit dialing (dialing the area code plus the number) will become mandatory in the 818 area code, effective April 18, 2009. The advantage of an overlay rather than a split is that any person or business with an 818 number will be able to keep that number, and no decision has to be made as to what geographic are retains the 818 area code and what area must adapt the new area code. Public hearings showed the public favored the overlay solution.

Cities in area code 818 include Agoura, Agoura Hills, Arleta, Calabasas, Canoga Park, Chatsworth, Encino, Glendale, Granada Hills, Hidden Hills, La Cañada Flintridge, Lake View Terrace, Mission Hills, North Hills, North Hollywood, Northridge, Pacoima, Panorama City, Reseda, San Fernando, Sherman Oaks, Studio City, Sunland, Sun Valley, Sylmar, Tarzana, Toluca Lake, Topanga, Tujunga, Universal City, Valley Village, Van Nuys, West Hills, Westlake Village, Winnetka, Woodland Hills, and of course "Media Capital of the World" Burbank.

More information: CPUC 818 Area Code Change Information

California Scheming: What One-Party Rule Is Doing To Once-Golden State

2008-12-24T00:17:00.000-08:00

California Scheming: What One-Party Rule Is Doing To Once-Golden State, Investor's Business Daily editorial, December 22, 2008:

.... As the financial crisis in California gets worse, it's pretty clear the real problem isn't the budget at all, but a political system that has resulted in a dysfunctional one-party state. ....

A reasonable response from a mature group of individuals might be to cut spending — especially since polls show that most Californians don't believe their taxes should be raised. Instead, they've chosen to thumb their noses at the people's will. It shows the danger of what is in effect California's one-party rule. .... Frustrated with their inability to raise taxes, Democrats got creative: They decided they could declare outright hikes in taxes to be "fee increases." This would let them pass a massive $9.3 billion in tax hikes without consulting Republicans in the legislature, in direct violation of state law. ....

California is already the most costly place in America to do business, according to the Milken Institute's business cost index. Its business costs in 2006 were 23% higher than the average for the rest of the states, and well above those of its neighboring states.

Worse, energy costs are already 35% higher than the national average. With California's costly new CO2 mandates about to kick in, the economy could well grind to a halt.

Such business mainstays as Intel, Exxel Outdoors, Toyota and Tesla have already left California. Intel is a particularly alarming example: The world leader in chip technology started in Silicon Valley but no longer makes anything in California.

Since 2001, according to the California Manufacturers and Technology Association, the state has lost 440,000 high-wage jobs. Today, the state's jobless rate of 8.4% is third-highest in the nation.

Even Hollywood feels the pinch. In 2003, 66% of Hollywood's feature films were made in-state; today, it's down to 31%. Increasingly, Hollywood is a state of mind — not a place to do business.

Things are so bad that, just last week, 25 business groups wrote an open letter to the state's legislature begging it to think about the role businesses play in the economy.

We wish them luck. Unfortunately, instead of aggressively addressing these competitiveness problems, California's Democrats think they can simply tax their way back to prosperity. They can't.

California's tax base is so narrow — 1% of the population pay 50% of income taxes — that you can't "tax the rich" and get more revenue, a long-held Democratic fantasy. California individuals today bear the sixth-highest tax burden in the nation. Raising taxes won't do anything but drive off productive workers and kill the economy.

It's already happening. Tired with having their voices ignored and faced with soaring taxes, high housing costs and state fiscal chaos, Californians are leaving in droves. They're voting with their feet.

Last year, 135,173 more people left California than moved in, the fourth straight year of net out-migration. As the Los Angeles Times accurately noted, "the trend remains significant because such declines usually occur when working Californians decide better opportunities lie elsewhere."

Members of California's one-party ruling class better start listening to their businesses and productive, overburdened taxpayers, or pretty soon they won't have an economy to fund their government. ....

California Legislature Plans To Increase Taxes Amid Recession

2008-12-22T00:19:00.000-08:00

State Democrats Plan To Increase Taxes, Los Angeles Times, December 17, 2008:

Democratic legislative leaders are planning to use a series of complex legal maneuvers to raise Californians' gas, sales and income taxes over the objection of Republican lawmakers, who have been able to block such proposals in the past.

Under the Democrats' plan, sales taxes would increase by three-fourths of a cent. Gas taxes would go up by 13.5 cents per gallon. And a surcharge of 2.5% would be added to income taxes.

More coverage: California Democrats Devise Plan To Hike Taxes:
By structuring them as fees, they would skirt GOP opponents and raise $9.3 billion; A court fight looms, Los Angeles Times, Decemeber 18, 2008.

See also:

Study: Los Angeles, Santa Monica Among 10 Most Expensive Places to Do Business in United States

2009 California Employer Payroll Tax Rates

2009 California Employer Payroll Tax Rates

2008-12-17T17:01:00.000-08:00

The base payroll tax rates for 2009 for California employers have been announced by the Employment Development Department (EDD), and are as follows:

Unemployment Insurance (UI): 3.4% of the first $7,000 of wages per employee, per year (however, an emergency surcharge is also in effect);

Employment Training Fund (ETT): 0.1% of the first $7,000 of wages per employee, per year;

State Disability Insurance (SDI): 1.1% of the first $90,669 of wages per employee, per year (up from $86,698, and up from 0.8% in 2008 and 0.6% in 2007)

Established employers may have a higher or lower UI rate, based on various factors. An emergency UI fund surcharge is in effect for the year.

If you are an employer or prospective employer unsure whether your current or prospective worker is properly classified as an employee or an independent contractor, you should hire an employment law attorney to advise you (I offer these services). Improper classification can lead to costly penalties and interest, as well as the assessment of back taxes.

Additionally, there are a host of legal hoops to jump through - which usually aren't, exposing employers to liability - when hiring a California employee (or an independent contractor). In either case, the relationship should generally be documented in a custom-drafted written employment or independent contractor agreement.

This article, written by a former director of EDD, is a few years old, but provides some general advice for employers on keeping their UI rates as low as possible.

Study: Los Angeles, Santa Monica Among 10 Most Expensive Places to Do Business in United States

2008-12-15T20:21:00.000-08:00

And predicted to get worse. Westlake Village rated most business friendly in Los Angeles County. The Daily News reports:

The city of Los Angeles will finish 2008 in familiar company: Among the 10 most expensive places in the country to do business, according to a study released today.

Santa Monica is also on the list compiled by the 14th annual Kosmont-Rose Institute Cost of Doing Business Survey released by the Rose Institute of State & Local Government at Claremont McKenna College.

Los Angeles' placement on the list has remained steady, but at least it hasn't gotten any worse in the past year, according to Larry Kosmont, the survey's founder and president and chief executive officer of Kosmont Companies.

"Cities that charge the highest license fees such as Los Angeles, Philadelphia, and Cincinnati are often those that have a history of uneven relations with the business community," Kosmont said.

But Robert "Bud" Ovrom, Los Angeles' deputy mayor of economic development and housing, said the city is making progress.

For example, next year the city starts the final phase of a five-year plan to reduce the business tax by 15 percent. The final installment, a 3.9 percent reduction, kicks in Jan. 1.

"When I'm talking to companies I almost never hear about business taxes. I don't even hear much about workers' comp," Ovrom said.

"Everything I hear today is (about) the quality of the work force, schools, traffic and affordable housing." ....

On the contrary, the author's clients are more concerned with the high costs of state business taxes,* local business taxes, regulation, and workers' comp. Perhaps Ovrom's conversations are primarily with larger companies...? The article continues:

Los Angeles is challenging for businesses because of its fee and tax structure, it said. And while California cities are more competitive than in the past few years, costs for businesses remain high.

It also noted that Los Angeles County continues to be one of the nation's most expensive places for business and 10 of its cities are among the 50 most costly. The Bay Area is pricey, too.

The situation will worsen next year, Kosmont said, as voter-approved tax and fee increases kick in.

"What is happening in California is the cities are going to the ballot box and winning tax increases," Kosmont said. "Some of these cities were Los Angeles County cities. That makes a bad climate even worse."

Kosmont said that California and many of its cities have been expensive for a long time, but some have tried to compensate with aggressive economic development and redevelopment programs.

But now all are struggling with the state's budget deficit, which is the largest in its history.

The survey compares 402 cities nationwide based on the array of taxes and fees each imposes. They include sales, utility, income, property, and business taxes....

It noted that the highest-cost cities, such as Santa Monica and Oakland, cluster around the aging urban cores, while newer bedroom communities in the outer suburbs charge developers for their growth and pass on the savings to businesses to stimulate their economies.

For example, Kosmont said the least costly city in the county is Westlake Village.

"It has no business tax, no utility tax and very low property taxes.

So it is one of the bargains," Kosmont said.

That's by design, said City Manager Raymond B. Taylor.

"We have strived to be one of the most business-friendly cities in California since our inception in 1981," Taylor said.

About 8,800 people live in the city that abuts the Ventura County line. But there are 850 businesses in the village that generate 11,000 jobs.

"The city recognizes the value and the role that businesses play in terms of job development and the vibrancy of the community," Taylor said.

* A domestic corporation in Utah costs a minimum of $100 in annual franchise tax payable to the state for the privilege of doing business as a corporation in the state; in California, $800, among the highest cost in the nation.

See also:

California Legislature Plans To Increase Taxes

2009 California Employer Payroll Tax Rates

Proper (Business Attorney Assisted) Set Up and Maintenance Crucial to Limited Liability Protection of Corporations and LLCs

2008-12-11T15:21:00.000-08:00

Couldn't agree more with this excerpt from today's article by fellow Southern California WealthCounsel attorney Alexis Martin Neely:

You'll recall from last week, that I said the purpose of your business entity is to limit your liability as a business owner. This is to encourage business owners to take risks that they would not take if they had unlimited personal liability.

Here's the thing though, the shield is only intact if certain formalities are maintained, such as proper filings with the State, annual meetings of the shareholders (for corporations), and separation of all financial activities between you and the entity.

Far too often, I've come across business owners who used an incorporation service, a shoddy lawyer, or a CPA to incorporate their business and when I asked these business owners where their operating agreements, bylaws, annual meeting minutes and state filings were kept, they couldn't tell me.

Why is that? Because they didn't realize that merely filing articles of incorporation with the State does not provide liability protection.
Your corporate entity must be established correctly from the beginning with governing documents and then maintained on a yearly basis.

If you don't do that, you may come to find out too late that your business entity doesn't provide the protection you thought it did.

So, make sure that once you decide what kind of an entity to use, you set it up right and then maintain that entity.

While I'm open to a pleasant surprise one day, thusfar I have yet to review one corporation or limited liability company that was properly set up and maintained by a do-it-yourselfer (including those who used online incorporation services, paralegals, CPAs, non-business attorneys).

Holiday Parties: How Businesses Can Avoid Sexual Harassment Lawsuits

2008-12-05T15:47:00.000-08:00

Guest Post by Jessica Hawthorne

As holiday decorations start to go up around the office and everyone is full of seasonal cheer, many businesses may find that work parties, along with a more relaxed environment, can lead to sexual harassment claims.

Much too often – especially if the event is off-site and the alcohol flows freely – the office holiday party becomes a breeding ground for this sort of behavior. It seems that some employees can get the impression that professional behavior isn’t necessary at the festivities.

But that’s not the case. If it’s a work-sponsored event, workplace etiquette applies. And unfortunately for employers, liability can be the unexpected Christmas delivery if things aren’t handled properly.

Every year, claims and lawsuits over sexual harassment problems cost companies millions of dollars. In 2007, for example, the Equal Employment Opportunity Commission received nearly 25,000 sex-discrimination complaints and fined businesses more than $135 million for violating these workplace protections, the highest level since 2002.

But businesses can protect employees against legal turmoil by taking simple steps to prevent harassment from occurring at the office holiday party – or anywhere else:

Advise employees of all relevant policies, such as harassment, dress code and appropriate workplace behavior.
Make sure all supervisors have received sexual harassment training.
Make sure everyone knows how to report unwanted or unwelcome behavior.
Remind all employees that the company's sexual harassment policies will be in full force and effect during the event.

Despite training and preparation, sexual harassment claims could arise, so employers should also be aware of how to mitigate the situation. It’s important to act swiftly if there are any complaints to determine what happened and how best to deal with the claim. That way, you will have done your harassment prevention due diligence if any legal situation arises later.

The best way to accomplish this – and follow California law – is to conduct proactive employee training and awareness against all forms of harassment.

All organizations, and that includes businesses, government agencies and non-profits, with 50 or more employees are required to train all supervisory personnel in sexual harassment prevention. Employers must prove that all of these employees take an interactive, two-hour harassment prevention course within six months of hire and every two years thereafter.

So keep in mind that while sexual harassment prevention is relevant all year round, now is a good time to give your office a refresher course. Your business should enjoy this festive time of year by keeping employees aware and preventing sexual harassment before it starts.

Jessica Hawthorne is an employment attorney the California Chamber of Commerce. More information on sexual harassment prevention training and many other workplace issues can be found at www.CalBizCentral.com.

Layoffs Can Lead to Unlawful Termination Claims

2008-09-22T16:35:00.000-07:00

Down Economy: Layoffs Can Lead to Unlawful Termination Claims
What Businesses Need to Know to Protect Against These Lawsuits

By Jessica Hawthorne, Special to California Business Law Blog

By any measure, it’s a pretty rough economy out there and inevitably, there have been and will continue to be layoffs – a process that’s an emotional and complicated procedure, and no less so than during tough economic times.

So what do employers need to know to protect themselves from wrongful termination lawsuits before they are forced to lay off members of their workforce?

The truth is that no one procedure guarantees businesses freedom from exposure to wrongful discharge liability or, even in the absence of liability, prevention of the filing of a wrongful termination action by an employee. But there are a number of things that can be done to mitigate potential issues:

• Businesses should have all new employees sign agreements at the very beginning of employment that protects their status as an at-will employee.
• Standardize termination procedures in a way that maximizes company protection from wrongful termination suits, and ensures that the procedures are consistently applied.
• Train supervisors thoroughly in the area of protecting the at-will nature of employment and to follow all company policies especially related to terminations and layoffs.
• If your company is considering a layoff, be sure to establish objective, nondiscriminatory criteria for selecting the employees to layoff.
• If termination of an employee becomes necessary: do not make the employee's situation so miserable that he or she resigns just to get away.

If an employee feels singled out during a layoff or was unaware of performance issues before being terminated, they may also file a suit for wrongful discharge in violation of an express state or federal government public policy.

Further, be careful and consult with legal counsel before laying off employees with actual or perceived disabilities, those who have just returned from a protective leave of absence, and even those who have reported inappropriate activity such as harassment or safety violations. These employees may have or believe they have more rights than other employees. And angry employees or ones who feel wronged are more likely to sue.

In addition, the federal Worker Adjustment and Retraining Notification (WARN) Act and comparable state law require businesses to provide written notice to employees before laying off a significant portion of their workforce.

Unfortunately, there are literally layers of laws that deal with layoffs and terminations, which can make navigating this area of employment law a potential minefield. But if employers act in good faith, make their policies clear and offer ample notification of pending action, the likelihood of a wrongful termination lawsuit succeeding is minimal.

Jessica Hawthorne is an employment attorney the California Chamber of Commerce. More information on terminating employment and many other workplace issues can be found at www.HRCalifornia.com.

No recession? Strong U.S. growth tops estimates

2008-08-28T18:39:00.000-07:00

It is conventional wisdom today that all of the United States of America, including California, are in a recession. However, as is often the case, the conventional wisdom appears to be incorrect:

A recession is typically defined as two consecutive quarters of negative economic growth, but the just-released second quarter 2008 U.S. economic growth rate numbers show a healthy growth rate of 3.3%, akin to the average rate of growth in the Reagan and Clinton administration "boom" years, and topping estimates of 1.9% (which accounted for the economic stimulus rebate checks). Q1 2008's growth rate was weak but positive, and Q4 2007 was recorded at negative 0.2% (-0.2%).

The U.S. Labor Department also reported a decrease in new unemployment claims numbers.

Arguably, one upshot of these figures is that those who believe now is not a good time to start or expand a business may not be correct.

See also UCLA forecast sees no California recession, San Francisco Chronicle, March 11, 2008:

[T]he UCLA Anderson Forecast predict that damage from the collapse of housing will be contained and that the state's feeble economy will avoid a headlong dive into negative territory.

Real estate weakness will remain a significant drag on the economy, leaving us treading water in 2008, but not slipping under the waves into recession," the report concludes.

December 2008 Update: An official U.S. recession was announced, with its effective start being named as December 2007.

Counterintuitive Ways to Save Money as Applied to Legal Services

2008-08-22T15:00:00.000-07:00

TheStreet.com recently posted an article by Jeffrey Strain entitled 7 Counterintuitive Ways to Improve Finances, some of the advice in which applies, in the opinion of this blog's author, to something few people enjoy, but which can end up saving money in the long run; that is, spending money on legal fees:

Earnest attempts to save money here and there don't always add up to much. When traditional methods fail, it's time to consider a few counterintuitive options.

Spend Money

If you want to get the most for your money, you are going to have to spend. One of the biggest mistakes people make when they are trying to get their finances in order is to stop spending money alogether.

Not all spending is the same. You should limit unnecessary purchases, but spending on essential upkeep, preventive measures and items that will save money in the long run is vital for getting and keeping your finances in order. Scrimp now on items and services that can help prevent larger expenses in the long run--such as routine car maintenance and energy-saving bulbs--and you could pay for it later. . . .

Think estate planning for disability and death, forming a corporation or limited liability company for your business. Having proper Web site terms of use, privacy policies, and vendor and employment contracts in place before you are sued.

Don't Buy What Is Cheapest

"Cheap" rarely means "the best value." To get the most out of your hard-earned money, you must think value rather than price. A car that is inexpensive, but costs a lot to drive and needs frequent repairs has less value than a car with a higher price tag but costs less to run and maintain.

This concept of buying value over price can be applied to anything and will mean that you rarely buy items which are the least expensive. . . .

Think online "incorporation services", paralegal and document preparation services, as well as high-volume or newly-admitted-to-the-bar "discount" lawyers versus established, experienced, and more costly attorneys provided personal service.

See also:

Online incorporation services review;

The Top Ten Distinctions Between Millionaires and the Middle Classby Keith Cameron Smith (2007) (Millionaires think and plan long term; the middle class does not.); and

The Millionaire Next Doorby Thomas J. Stanley & William D. Danko (1998) (Millionaires think long term; willing to spend a lot on important, long terms, and preventative things and measures, but not much on the instant gratification of new cars, clothes, or jewelry.).

Federal Minimum Wage Increase

2008-07-24T11:00:00.001-07:00

The federal minimum wage increases from $5.85 to $6.55 per hour, effective today, July 24, 2008. The minimum wage will increase to $7.25 next year.

Note that the California minimum wage applicable to California employers and employees is already higher than the current or future federal increases.

Employee versus Independent Contractor

2008-07-15T11:18:00.000-07:00

California's Employment Development Department (EDD), in conjunction with the Internal Revenue Service (IRS), is offering a seminar on employment status issues; that is, whether a worker is an employee or independent contractor. The seminar is available live from time to time, but also online as a webinar or on CD, free. The seminar offers an overview of California law in this area, as well as debunking some common employer misconceptions.

CA EDD Payroll Tax Seminars

IRS Increases Standard Mileage Rate

2008-07-01T20:23:00.000-07:00

The IRS has announced that, effective July 1, 2008, the standard mileage rate will increase from 50.5 cents per business mile to 58.5 per business mile. The change is in recognition of higher gasoline costs.

The medical and moving rate also increases, from 19 to 20c per mile, but the charitable purposes rate of 14c remains unchanged.

The 2009 mileage rate has yet to be determined and announced.

To those Californians that wonder, if - given the higher gas costs here - the rate varies state by state, the answer is no, although, for some taxpayers in certain instances, using actual automobile operating expenses rather than the standard mileage rate is an option that should be discussed with their accountant. Employers typically reimburse employees for business miles at the IRS standard rate.

Same-Sex Marriage in California; Domestic Partnerships

2008-06-27T22:09:00.000-07:00

As a result of the California Supreme Court's recent ruling that prohibiting gay marriage violates the California Constitution, many Golden State gay couples, who had previously registered at the state level as domestic partners, are wondering whether to dissolve their domestic partnership, before or following their gay marriage? This recent San Francisco Chronicle article sheds some light on the topic, and reports that state legislature attorneys advise that the domestic partnership need not be dissolved, prior to such any such marriage:

Same-sex couples who are registered as domestic partners do not have to dissolve that union before getting married, attorneys that advise the state Legislature said Thursday, just as county clerks and other local officials met to determine how they will enact last week's historic state Supreme Court ruling.

Given the possibility (perhaps even the likelihood, given the decisive ballot-box victory of the California Defense of Marriage Act in 2000) that California voters will turn out at polling places and amend the state constitution to prohibit gay marriage this November by passing Proposition 8, it is in fact probably advisable, though of course legally untested at this point, for gay couples to maintain domestic partner registration following and during their marriage, which would presumably remain in effect, following and despite any termination of their legal marriages due to a change in the law.

Self-Directed IRAs and Real Estate Investing

2008-06-22T19:47:00.000-07:00

Self-directed IRAs, for real estate investing and for other purposes, are gaining in popularity. One company that offers self-directed IRA services, Pensco Trust, has put together a plain-English overview that is recommended background reading for anyone who is interested in learning more about self-directed retirement account investing options:

Pensco Trust Self-Directed IRA Top 50 FAQs [Link opens a PDF document.]

Estate Planning: Charitable Giving as Part of Your Legacy

2008-06-04T15:42:00.000-07:00

Financial education Web site Minyanville.com today offers an overview of ten ways to give, to be implemented within an overall estate plan, some simple, some more complex to - in their words - "achieve both [your] financial and charitable goals. Whether you’re 20, 40, 60 or 80, the Minyan[ville.com] credo of earn, save, spend and give applies. I encourage you, no matter your age, to think about planning your legacy of goodwill and providing valuable lessons to your family through planned giving....

Here are ten options for deferred -- or planned -- gifts. It’s always best to select the option that matches your goals. Each of these options require a statement in your will (you have a will, don’t you?). Of course, all options should be explored with an estate planning attorney.

Type of gift: Bequest
Your goal: Defer a gift until after your lifetime.
How to make the gift: Name a charity in your will (designate a specific amount, percentage or share of the residue).
Benefits: Donation exempt from federal estate tax and control of your assets over your lifetime.

Type of gift: Living trust
Your goal: Make a revocable gift during your lifetime.
How to make the gift: Name a charity as the beneficiary of assets in a living trust.
Benefits: Control of the trust over your lifetime.

Type of gift: Gift of life insurance
Your goal: Make a large gift with little cost to yourself.
How to make the gift: Change ownership on a life insurance policy you no longer need.
Benefits: Current income tax deduction and possible future deductions through gifts to pay policy premium.

Type of gift: Outright gift of securities
Your goal: Avoid tax on capital gains.
How to make the gift: Contribute long-term appreciated stock or other securities.
Benefits: Immediate charitable deduction and avoidance of capital gains tax.

Type of gift: Gift of retirement assets
Your goal: Avoid the twofold taxation on IRAs or other employee benefit plans.
How to make the gift: Name a charity as the beneficiary of the remainder of the assets after your lifetime.
Benefits: Gift from the most highly taxed assets, leaving better assets for family.

Type of gift: Gift of real estate
Your goal: Make a gift of property no longer needed and generate an income tax deduction.
How to make the gift: Donate the property to a charity.
Benefits: Immediate income tax deduction and reduction or elimination of capital gains tax.

Type of gift: Retained life estate
Your goal: Give your personal residence or farm now, but continue to live there.
How to make the gift: Designate ownership of your home to a charity, but retain occupancy.
Benefits: Valuable charitable income tax deduction and lifetime use of residence.

Type of gift: Charitable remainder annuity trust
Your goal: Secure a fixed and often increased income.
How to make the gift: Create a charitable trust that pays you a set income annually.
Benefits: Immediate income tax deduction and fixed income for life, often at higher rate of return.

Type of gift: Charitable remainder unitrust trust
Your goal: Create a hedge against inflation over the long term.
How to make the gift: Create a trust that pays a fixed percentage of trust’s assets as revalued annually.
Benefits: Receive a variable income for life and an immediate income tax charitable deduction.

Type of gift: Charitable gift annuity
Your goal: Supplement income with steady payments that are partially tax-free.
How to make the gift: Establish a charitable gift annuity contract with a charity that pays a set amount for life.
Benefits: Current and future savings on income taxes and fixed payments for life for one or two individuals.

Type of gift: Charitable lead trust
Your goal: Reduce gift and estate taxes on assets you pass to heirs.
How to make the gift: Create a charitable trust that pays fixed or variable income for a specific term of years; principal is retained for heirs.
Benefits: Reduces your taxable estate and the property is kept by your family, often with reduced gift taxes."

What to Know About Hiring New Employees… And What to Avoid

2008-05-04T17:08:00.000-07:00

What to Know About Hiring New Employees…And What to Avoid

By Jessica Hawthorne, Guest Poster

Due to the complexities of California employment laws, when the time arises to hire a new employee it’s a good idea to eliminate the guesswork.

Many large companies with skilled human resource personnel typically understand where the pitfalls lie in the hiring process. Smaller business owners may also have a solid grasp of the necessary hiring techniques, but grey areas still remain for both.

The hiring process involves three key areas – recruiting, interviewing, hiring.

Recruiting: Creating a job description is sometimes an overlooked facet of the hiring process. It will not only help supervisors more readily define what they are seeking in a new employee, but can later be used to show that person their areas of responsibility.

A thorough description can also be the basis for creating a job advertisement for newspapers, industry publications, professional journals, and online sites such as Craigslist. Don’t overlook an internal job posting as well.

Be careful to avoid any inappropriate terms or discriminating language when posting a job advertisement. The rule is don’t include references to race, sex, religion, age, medical condition, marital status, sexual orientation, and disability or any other protected class.

Below is an example of an unsuitable ad.

Gal Friday Needed: Community newspaper is seeking a woman to answer phones, greet visitors to the office with a smile, and handle faxes and incoming mail. Must possesses lady-like appearance and speak clear English.

This ad is sexist and ethnocentric and should not be used.

Interviewing: It’s always a good practice to conduct a preliminary interview by phone, providing one gives the applicant some advance notice. The phone interview serves as a screening process and will narrow the field of applicants.

Creating a test for applicants is a suitable action that will help provide an accurate measuring stick for a person’s job skills and aptitude. Beware that a reasonable accommodation must be given to a disabled person when they take the same test.

Preparing a core set of questions that will be used for all applicants is another suggested step to follow. Ideally, many of the questions are derived from the job description. Be sure to ask questions that elicit lengthy responses.

Below is an example of an inappropriate question.

"I see your last name is Gonzalez. Does that mean you speak Spanish and are comfortable interacting with Hispanic people?"

The question is discriminatory because its function is to determine the applicant’s national origin and ancestry.

Hiring: On the first day of work, have the new employee review and fill out all the legally required and company-related forms. Be prepared to explain.

To get a new employee properly acclimated, an orientation program is recommended so the person understands the job responsibilities and any safety procedures that accompany the position. Introduce them to the company handbook and review all important policies.

Neglect during the new employee training can lead to various problems, like this one below.

Inadequate training: An employee for a road repair company shows up for his first day of work and is immediately assigned to a crew that morning. No safety instructions are provided and the worker spills hot tar on his uncovered forearm, causing a severe burn that requires medical care.

If an employee suffers an injury that could have been avoided through proper safety training, the company may be liable.

Jessica Hawthorne is an employment attorney with CalBizCentral, a division of the California Chamber of Commerce. This column was excerpted from a series of five booklets called "What Every Manager Needs to Know About", now available from www.calbizcentral.com.

Dangers of Internet Legal Research: Misinformation Aplenty

2008-04-16T13:06:00.000-07:00

A client recently was conducted some legal research on the Internet, and came across the following, which he then showed to me and asked me about:

Subject: Re: Closing down a california S-corp
Answered By: taxmama-ga on 31 Jan 2005 14:38 PST
Rated:
Dear Yarbles,

The State of California would like you to believe that you must file each back year and pay the annual $800 fee AND all the penalties and interest related to that fee. They also will want all the fees and penalties for not keeping up with the annual report of officers taht the Secretary of State requires. (That's a $20 fee if you file it on time; $250 penalty if you don't.)

However, under the Ralite case, where the owner of the corporation was permitted to walk away from all these liabilities, by simply doing nothing. Do NOT file the closure paperwork with the State Franchise Tax Board or Secretary of State. Do nothing.

You can read the particulars here. http://www.boe.ca.gov/legal/pdf/90_sbe_004.pdf

You may want to have your tax professional review the case and make sure that you qualify. In fact, they may be happy to see this for their files. It's a very valuable piece of information that most people don't seem to know.

Just be patient. The notices will stop. Someday.

Best wishes,

Your TaxMama-ga

Google Answers: Closing down a california S-corp

My response to the client, who had hoped this answer proved that dormant California corporations would be dissolved automatically and that the corporate veil could never be pierced to provide for personal liablity to the shareholders for California corporate tax obligations:

Dear [Client]:

1 – There is no indication that the answerer is an attorney or accountant. What are their qualifications to be giving legal or tax advice? There are reasons why attorneys and accountants have to meet certain educational, training, and licensing standards.

2 - The annual report fee referred to in the answer is actually $25, not $20.

3 – While not invalidating the law as precedent, it is worth nothing that the case refers to tax year 1980, and to a California code section that no longer even exists (R & T Code Section 25701(a)).

4 – The answerer does not claim the corp. will be dissolved automatically by the state, only that the back taxes won’t have to be paid.

MOST IMPORTANTLY, THOUGH…

5 - Contrary to what the answerer, who apparently did not read or understand the case, the shareholders of the corporation in the cited Ralite case were found personally liable and ordered to pay the franchise taxes. See paragraph 2 of page 29 of the case cited: “the shareholders are liable for Ralite’s [the corporation’s] tax.”

However, this result was because of fraudulent transfers by the shareholders; otherwise, the case does indeed provide that shareholders will not be personally liable for corporation franchise tax non-payment. But (A) without the assistance of an attorney and tax advisor, fraudulent transfers may inadverdently be made by shareholders closing down a corporate business and (B) it is possible California's legislature will change the law on this at some point. Until that time, it is true that many shareholders walk away from their corporations and allow them to become suspended and continue to accrue franchise taxes, penalties, and interest. This is not the proper or legal way to do things, however, and I believe the majority of business attorney or tax advisors would not routinely counsel a client to do this.

6 - Note that the person asking the question comments at the bottom of that they consulted their tax professional, and their tax advisor told them to pay the tax and dissolve the corporation properly.

7 - A tax clearance certificate is no longer required to dissolve a corporation, so there is little reason not to dissolve the corporation, to stop the tax clock from ticking, even if taxes are owed and cannot or will not be paid by the corporate shareholders.

This is a perfect example of the legal misinformation and half-truths that are all over the Internet and a good reason why you should take “advice” like this with a grain of salt and consider its (unknown) source, as well as the the fact that the law may have changed, or the one person's circumstances may not match yours....

John McCain, Republican for President, on the Estate Tax

2008-03-13T17:59:00.001-07:00

Although U.S. Senator (Republican - Arizona) John McCain's has been criticized by conservatives in his party for his inconsistent support of President Bush's tax cuts, his recent no-new-taxes pledge and his prior Senate votes on the estate tax seem to indicate that as president he would be likely to preserve the status quo on the estate tax: in 2007, McCain voted to increase the estate tax exemption to $5 million and to reduce the maximum estate tax rate to 35%; and in 2006, McCain voted to permanently repeal the death tax and to make the Bush estate (and income) tax cuts permanent.

Source: OnTheIssues.Org: John McCain on Tax Reform

The conservative Club for Growth, which favor repeal of the estate tax, rated McCain's voting record 76 out of 100 for 2006 for pro-growth economic policies.

See also:

Barack Obama, Democrat for President, on the Estate Tax
Hillary Clinton, Democrat for President, on the Estate Tax
John McCain Official Site: McCain Tax Cut Plan

October 2008 update: McCain has clarified that he supports raising the estate tax exemption amount to $10 million for a husband and wife and cutting the tax rate on larger estate to 15 percent. He also supports lowering the federal corpoarte tax rate from 35 to 25 percent.

Barack Obama, Democrat for President, on the Estate Tax

2008-03-13T17:30:00.000-07:00

U.S. Senator (Democrat - Illinois) and presidential candidate Barack Obama's view on the estate tax:

We have to stop pretending that all cuts are equivalent or that all tax increases are the same. Ending corporate subsidies is one thing; reducing health-care benefits to poor children is something else. At a time when ordinary families are feeling hit from all sides, the impulse to keep their taxes as low as possible is honorable. What is less honorable is the willingness of the rich to ride this anti-tax sentiment for their own purposes.

Nowhere has this confusion been more evident than in the debate surrounding the proposed repeal of the estate tax. As currently structured, a husband and wife can pass on $4 million without paying any estate tax. In 2009, this figure goes up to $7 million. The tax thus affects only the wealthiest one-third of 1% in 2009. Repealing the estate tax would cost $1 trillion, and it would be hard to find a tax cut that was less responsive to the needs of ordinary Americans or the long-term interests of the country.

From Obama's book, The Audacity of Hope, 2006, pp. 191-2.

In the Senate, Barack Obama has consistently voted against repealing or reducing most taxes, including the estate tax, and in favor of increasing most taxes, including the estate tax. Senator Obama, for example, voted no on increasing the estate tax exemption to $5 million and reducing the maximum estate tax rate to 35%, voted no on extending the sunset of the Bush estate tax and GST tax exemption increases (which lower the number of families affected by the estate tax), and voted no on permanently repealing what those who oppose it usually refer to as the death tax.

Source: OnTheIssues.Org: Barack Obama on Tax Reform

The conservative Club for Growth, which favors repeal of the estate tax, rated Obama's voting record 7 out of 100 for 2006 for pro-growth economic policies, and most liberal Senator overall for 2007 by the National Journal.

See also:

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

October 2008 update: Obama opposes repeal of the estate tax and supports repeal of, or allowing the expiration of in 2010, the Bush (estate and income) tax cuts. He supports one-time or short-term tax rebates for most individual taxpayers (and many filers who don't earn enough to pay federal income tax and pay only payroll taxes) and overall higher estate, payroll, income, and corporate taxes over the longer term.

In response to a question about raising taxes, Obama said that he intends to "spread the wealth around."

January 2009 post-election update: President-Elect Obama's Big Tax Plan by Bill Bischoff, SmartMoney's "Tax Guy":

$300 billion in tax cuts are probably on the way -- and soon.

Right after the election, I was virtually certain that upper-income individuals would face higher federal income tax bills as early as this year. And I didn’t see anything very good on the business tax horizon, either. But after two more months of horrifying economic data, it’s a whole new ball game.

Now, President-elect Obama is proposing a $775 billion economic stimulus package that does not appear to impose higher taxes on anybody or anything for 2009. Instead, it looks like we will immediately see some of the "middle-class tax cuts" Obama promised, plus some unanticipated business breaks too. All in all, these tax cuts could add up to $300 billion (or more) over the next two years....

February 2009 post-election update: Obama's Budget: Almost $1 Trillion in New Taxes Over Next 10 yrs, Starting 2011:

President Obama's budget proposes $989 billion in new taxes over the course of the next 10 years, starting fiscal year 2011, most of which are tax increases on individuals.

ABC News, February 26, 2009.

"George W. Bush" on Estate Planning

2008-02-12T18:50:00.000-08:00

Because "between 100 and 200% of Americans don't have a will or an old testament"....

Interview Questions Employers Shouldn't Ask Job Applicants

2008-01-28T13:12:00.000-08:00

SAN FRANCISCO (MarketWatch) -- "Why aren't you married yet?" "Would you join a church to get a job?" Those are just two examples of questions job seekers said hiring managers asked them in a job interview, according to a new survey of more than 3,000 job seekers and 1,000 hiring managers worldwide by Development Dimensions International and Monster, the career-resource arm of Monster Worldwide.
Others included "Are you happy in your relationship?" "Who is your favorite Beatle?" and "What is your perception of the painting in our lobby?"

The survey findings are "a wake-up call for organizations that this is happening behind closed doors when the applicant is face to face with their potential boss," said Scott Erker, DDI's senior vice president of selection solutions. DDI is a human-resource consulting company in Pittsburgh.

Questions pertaining to family status or religion can easily venture into illegal territory under antidiscrimination laws. That means potentially exposing the company to litigation -- and hindering the firm's efforts to find talented workers....

Don't ask, don't tell: Questions employers shouldn't ask -- and job seekers should avoid answering, Andrea Coombes, CBS Marketwatch, January 28, 2008

California Minimum Wage for 2008 Increases to $8.00 Per Hour

2008-01-05T20:24:00.001-08:00

As mentioned here last year, California's minimum wage increased to $8.00 per hour, effective January 1st, 2008. The 2008 rate represents a 6.7% increase over the old (2007) minimum wage, which was $7.50 per hour.

Some employees are exempt from the minimum wage law.

Others are covered by a higher wage law: San Francisco increased its minimum wage to $9.36, also effective January 1, 2008.

The federal minimum wage for those employees not covered by state or local minimum wage laws, remains at $5.85, until July 24, 2008, at which time it will increase to $6.55, and then $7.24 a year later.

Updated California work place posters for employers can be found here: http://www.dir.ca.gov/wpnodb.html

City of Los Angeles Business License Tax Returns

2008-01-05T20:19:00.000-08:00

City of Los Angeles Business License Tax Returns are due by the end of February of the year following the subject tax year. There are several exemptions, the most important of which being, that for businesses that register and file their tax returns on time, there is no tax. So it is extremely important to file, or have your accountant file, the return on time.

Online filing is available for renewals only on the City of Los Angeles Office of Finance web site: https://latax.lacity.org/laweb/

2008 Standard Mileage Rate

2008-01-03T11:02:00.000-08:00

The IRS' standard mileage rate for calendar year 2008 business miles has been increased to 50.5 cents per mile driven, up from 48.5 cents per mile in 2007.

See below for more complete information:

WASHINGTON — The Internal Revenue Service today issued the 2008 optional standard mileage rates used to calculate the deductible costs of operating an automobile for business, charitable, medical or moving purposes.

Beginning Jan. 1, 2008, the standard mileage rates for the use of a car (including vans, pickups or panel trucks) will be:

50.5 cents per mile for business miles driven;
19 cents per mile driven for medical or moving purposes; and
14 cents per mile driven in service of charitable organizations.
The new rate for business miles compares to a rate of 48.5 cents per mile for 2007. The new rate for medical and moving purposes compares to 20 cents in 2007. The rate for miles driven in service of charitable organizations has remained the same.

The standard mileage rate for business is based on an annual study of the fixed and variable costs of operating an automobile; the standard rate for medical and moving purposes is based on the variable costs as determined by the same study. Runzheimer International, an independent contractor, conducted the study for the IRS.

The mileage rate for charitable miles is set by law.

A taxpayer may not use the business standard mileage rate for a vehicle after using any depreciation method under the Modified Accelerated Cost Recovery System (MACRS), after claiming a Section 179 deduction for that vehicle, for any vehicle used for hire or for more than four vehicles used simultaneously.

IRS Announces 2007 Standard Mileage Rates, irs.gov, posted November 27, 2007

New 2008 California Notary Block

2008-01-01T09:26:00.000-08:00

Effective today, January 1, 2008, all legal documents to be notarized in California must use the following notary block:

State of California
County of ___________

On ______________________ before me, (here insert name and title of the officer), personally appeared __________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ____________________________ (Seal)

Reference: California Civil Code Section 1189
California notary block PDF format; California Secretary of State

California power of attorneys also now require a thumb print upon execution.

California EDD Free Tax Compliance Seminars for Employers

2007-11-24T15:57:00.000-08:00

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/

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

2007-11-19T17:05:00.001-08:00

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

Billionaries fight estate tax repeal

2007-11-14T14:08:00.000-08:00

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

Hillary Clinton, Democrat for President, on the Estate Tax

2007-10-30T19:37:00.000-07:00

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.

Online Incorporation Services Review

2007-09-25T12:38:00.001-07:00

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

Business Licenses and Online Incorporation Services

2007-09-05T17:41:00.000-07:00

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.

Estate Planning Basics / Overview Top Ten

2007-08-12T18:06:00.000-07:00

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).

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

2007-08-09T16:00:00.000-07:00

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.

California LLC Quotes in Today's Los Angeles Times:

2007-07-25T13:40:00.000-07:00

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

Online Incorporation Services Review Article

2007-07-23T15:35:00.000-07:00

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.]

California Tax Burden Among Worst in Nation

2007-05-29T07:38:00.000-07:00

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.

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

2007-05-21T21:11:00.000-07:00

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

Los Angeles Business License Tax Errors

2007-03-29T18:00:00.000-07:00

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/

Jonas Grant, Jonas M Grant law lawyer attorney

2007-03-15T22:45:00.001-07:00

Revised, updated lawyer biography -

Jonas Grant bio

Los Angeles, California

California business lawyer

California business attorney

Los Angeles business lawyer

Los Angeles business attorney

Jonas M Grant, Attorney at Law Bio

2007-03-15T22:40:00.000-07:00

Jonas M. Grant, Attorney at Law bio - revised, updated lawyer biography - Los Angeles, California

FAQ: California Fictitous Business Name

2007-03-06T00:35:00.000-08:00

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".

FAQ: Advantages & Disadvantages of Online Business Incorporation Services

2007-02-23T13:13:00.001-08:00

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

Beverly Hills Lawyer

2007-02-20T23:30:00.001-08:00

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.

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

2007-02-06T17:17:00.001-08:00

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.

Incorporation Service Pursued by State Bar

2007-01-28T15:05:00.000-08:00

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