Saturday, December 31, 2011

SOPA Act Update

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

Friday, November 25, 2011

Federal Internet Sales Tax Law Coming Soon?

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 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. 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. 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

Sunday, October 16, 2011

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

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.

Thursday, October 6, 2011

California BOE Sales Tax Permit (Sellers Permit) Tips

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.

Saturday, October 1, 2011

California Sales Tax Rates as of October 1, 2011

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:

City of San Leandro 9.00%
City of Union City 9.25%

ALPINE CO. 7.25%

AMADOR CO. 7.75%

BUTTE CO. 7.25%


COLUSA CO. 7.25%
City of Williams 7.75%

City of Concord 8.75%
City of El Cerrito 9.25%
City of Pinole 8.75%
City of Richmond 8.75%


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%

City of Arcata 8.00%
City of Eureka 8.00%
City of Trinidad 8.00%

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%

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%


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%

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%

City of Cathedral City 8.75%

City of Galt 8.25%

City of Hollister 8.25%
City of San Juan Bautista 8.00%

City of Montclair 8.00%
City of San Bernardino 8.00%

City of El Cajon 8.75%
City of La Mesa 8.50%
City of National City 8.75%
City of Vista 8.25%


City of Manteca 8.25%
City of Stockton 8.00%
City of Tracy 8.25%

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%

City of San Mateo 8.50%


City of Campbell 8.50%

City of Capitola 8.25%
City of Santa Cruz 8.50%
City of Watsonville 8.25%

SHASTA CO. 7.25%

SIERRA 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%

City of Ceres 7.875%

SUTTER CO. 7.25%

TEHAMA 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%

City of Sonora 7.75%

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.

Friday, September 23, 2011

Jerry Brown Signs Sales Tax Law Compromise

California governor Jerry Brown signed into law a compromise of the standoff between the state and 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

Saturday, September 3, 2011

Nevada Business Law Blog Launch

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

Wednesday, July 13, 2011

California companies continue to flee state over taxes, regulatory environment

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.

Sunday, April 17, 2011

Incorporation To Avoid IRS Tax Audits

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

Tuesday, April 5, 2011

Online Notary Public Alert

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.

Tuesday, March 1, 2011

Wednesday, February 2, 2011

IRS targets S corporation tax savings

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.

Tuesday, January 25, 2011

Social Security Payroll Tax Holiday 2011

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.