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Professor Daniel S. Kleinberger of the William Mitchell College of Law and Professor Carter G. Bishop of the Suffolk University Law School and visiting Professor of law at the Catholic University of America Columbus School of Law have written an article titled “The Single Member Limited Liability Company as Disregarded Entity: Now You [...] Owners of corporations and limited liability companies worst nightmare is that a creditor will sue the company and its owners and ask the court to “pierce-the-corporate-veil” and hold the owners liable for the debts and obligations of the company. Peter B. Oh, Associate Professor of Law at the University of Pittsburgh has written [...] The Arizona Corporation Commission statistics show that for the fiscal year ending June 30, 2009, people formed 45,616 Arizona limited liability companies and 10,694 Arizona corporations. For the three ACC fiscal years 2007 – 2009, the average number of LLCs and corporations formed in Arizona were 50,193 and 12,572, respectively. This equates to [...] Question: I am considering starting a new business and I anticipate that it will produce losses, rather than profits for the first few years. Should I form a limited liability company or an S corporation to own and operate the business? Answer: People ask this question of me a lot, which is [...] The Ballard Spahr law firm reports that the Internal Revenue Service will begin random audits of employers to determine if they have underpaid employment taxes by paying independent contractors who should have been classified as employees. Treasury regulations require disregarded entities to withhold, report, and pay employment taxes. See “Final Regulations [...] Question: What is your opinion on reserving a name for my new company with the Arizona Corporation Commission? Answer: I never reserve a name for a new LLC or corporation unless it would be a big problem if the company did not get the name. Big problem to me means that the loss of [...] Arizona Republic: “Corporate officers can be held personally liable in some situations when their defunct firms don’t pay suppliers, the Arizona Court of Appeals has ruled. The judges maintained that lawsuits against a corporation for failing to pay a debt are valid only against the corporate entity. And when the corporation goes away, [...] Arizona Republic: “A Sanskrit word meaning ‘gracious gift’ or ‘clarity’ has resulted in anything but for two Surprise business entities. A doctor who recently opened his first practice, Prasada Pediatrics, is involved in a trademark-infringement dispute with Westcor, the developer of the master-planned community of Prasada. Dr. Brian Lawrence Young, whose wife’s mother [...] A question asked of me a lot is “should I form a parent limited liability company to own and manage susidiary LLCs formed to hold separate real estate properties?” My answer is usually no. The potential problem with the parent – subsidiary structure is that it breaks one of the fundamental rules of [...] Companies with employees should never fail to pay payroll taxes not just because its required by the law, but also because people who control a company’s finances can be personally liable to the IRS for the unpaid trust fund portion of payroll taxes. Employers such as corporations (for profit and nonprofit), limited liability [...] Ward on Iowa Limited Liability Company Law: “PIP, Inc. v. Kaswa Corporation, 77 Cal Rptr. 3d 96 (Dist. 4, 2008) highlights the problem with the theory of reverse piercing. As you know, piercing the corporate veil is an equitable theory applied to pierce the liability protections of a corporation to get at [...] Sufolk law professor Carter G. Bishop and William Mitchell law professor Daniel S. Kleinberger wrote an article called “An SMLLC Paradox: Disregarded for Federal Tax Purposes But Not in Federal Court.” In Federal Court, the only member of a SMLLC may not represent the SMLLC unless that owner is also a lawyer. To do so [...] Question: Can an Arizona limited liability company be formed and owned by non-United States citizens who do not reside in Arizona or the United States? Answer: Yes. Arizona limited liability company law does not require that any owner of an Arizona LLC be a U.S. citizen or a resident of the United States. I [...] Question: Must an Arizona CPA who desires to practice accounting in Arizona form a professional limited liability company (PLLC) or can the CPA form a standard vanilla limited liability company (LLC)? Answer: An Arizona CPA can form either an LLC or a PLLC to practice accounting in Arizona. The following text is taken from the Arizona [...] Question: I am an Arizona resident in the process of getting a divorce. If I form an Arizona limited liability company before my divorce is final, will my wife own a community property interest in my interest in the new LLC? Answer: It depends. How’s that for a lawyer answer. Arizona Revised Statues Section 25-211.A defines [...] Many people think that an investment in real estate never involves the offer or sale of an unregistered security, but that is not true. If I buy your home and get a deed to the home without any strings attached to ownership, the transaction does not involve the offer or sale of a [...] Wendy C. Gerzog, Professor of Law at the University of Baltimore School of Law wrote an article published in Tax Notes on the Linton Family limited liability company (click on the SSRN download button to open the article in Adobe pdf format). “This article discusses Linton, a district court decision about a family [...] Ward on Iowa Limited Liability Company Law: “Consider a partnership or LLC Agreement that says a partner/member may withdraw from the partnership/LLC “at any time if” (a), (b), (c) or (d) occur and if a partner/member withdrew for one of the four reasons, then specific consequences would result (termination of the partnership/LLC interest, [...] When a Canadian citizen wants to acquire investment real estate in the United States, one of the first questions the investor must answer is “should the real estate be held in a U.S. corporation, limited liability company, limited partnership or limited liability partnership?” For the reasons discussed below, I recommend that Canadians acquire [...] Phoenix Business Journal: “The state has reached a $150,000 settlement with apartment landlords over their treatment of a disabled tenant . . . . [Arizona Attorney General] Goddard also said the state had reached the $150,000 settlement with National City Neighborhood LLC and its principals over treatment of handicapped tenant. The settlement resolves [...] I am an Arizona attorney who has formed over 2,100 Arizona limited liability companies. One of the reasons I created my website and this blog is to inform people about the importance of operating businesses and holding investment real estate in a LLC. The primary reason to form an LLC is asset [...] The Tax Lawyer’s Blog: “Here is more evidence (as if we needed it) that supports the soundness of our recommendation that small business owners should incorporate or form an LLC rather than operate as a sole proprietorship. Back in October we reported that the IRS is considering placing limits on the amount [...] IRS.gov: The Internal Revenue Service has become aware that nominee individuals are being listed as principal officers, general partners, grantors, owners, and trustors in the Employer Identification Number (EIN) application process. A nominee is not one of these people. Rather, nominees are temporarily authorized to act on behalf of entities during the formation [...] Ward on Iowa Limited Liability Company Law: “In 2005 John Q. Hammons Hotels, Inc. was sold to a private company. The minority shareholders received $24 per share for their 24% interest and John Q. himself received different consideration for his 76% stake. Hammond’s consideration included a small stake in the buyer [...] Law.com: “Following the conviction of five health care workers for failing to provide care to a patient in a persistent vegetative state and stating in company records that the care had been provided, a New York appellate panel has ruled that the workers’ employer, a Cortland County, N.Y., nursing home, also may be [...] Improperly Worded Company Contracts can Cause Signer to be Liable One of the primary reasons people form limited liability companies and corporations is to protect the owners from the debts and liabilities of the company. The general rule of Arizona law is that the members of an Arizona LLC and the shareholders [...] KEYTLaw girl Katie Leavitt explains why Arizona LLC attorney Richard Keyt has formed over 2,100 Arizona limited liability companies. She also describes the contents of the Arizona LLC portfolio Richard Keyt gives to every LLC that he forms.
If you like the KEYTLaw Girl video, please give it a [...] Business Law Blog: “The 83(b) election is one of those small tasks that startups (especially closely held companies) need to think about, but which is often also easily forgotten or ignored. The failure to take advantage of the election can be costly: a large tax bill for a shareholder years down the [...] If you are contemplating seeking money from investors for your business (corporation, limited liability company, partnership, sole proprietorship or any other type of business), you must determine if federal and state securities laws affect the offer and sale of the investment . If so, you must comply with applicable federal and state [...] Wealth Strategies Journal: “Attention all state havens for income and transfer taxation (this means you Alaska, South Dakota, and Wyoming), prepare to be jealous of the latest state advantage in the effort to be the most taxpayer friendly haven for estate planning. We return once more to the state of Nevada, where residents [...] |
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