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Info You Need to Know About Moving Your Business Domicile To A Different State

If you decide it makes sense to relocate your company from the state of formation to a different state, there are a series of steps that must be taken in order to change the company’s domicile. This process is known as domestication. You are able to change the domicile from any state, but can only domesticate to a state that recognizes domestication.

Benefits of Domestication

The benefits of domestication include keeping the same tax ID (EIN), the same company structure, and with some states also the original date of formation. The disadvantage is cost and relative complexity of the process, compared to such alternatives as foreign qualification.

The Process

To change your company’s domicile, you must first be in good standing with the original state of registration. If your company is not in good standing, you need to first bring it to good standing by completing the necessary filing paperwork and paying specific fees. You might also be required to pay fines that have accumulated, or go through the process of reinstatement if the corporation was administratively dissolved.

There are several steps necessary to complete domestication. Those steps vary from state to state. Generally, the first step you need to take after ensuring your company is in good standing is to obtain a certified copy of your company’s articles of incorporation and a certificate of good standing from the original state of formation. Next, you need to draft the Articles of Domestication and file with the new state. After that, you need to dissolve the corporation in the old state and submit confirmation of dissolution with the state of domestication.

Many states, including the original and destination states, have various additional filing requirements that must be satisfied before domestication is complete, including:

  • Publications
  • An Initial list
  • Statements of information filings
  • Notifying the IRS

Various licenses and permits should also be obtained from your corporation’s new state of domicile.

States Supporting Domestication

Currently, 27 states support domestication in one form or another. But keep in mind, the exact rules will vary from state to state. For example, some states only allow domestication of corporations. In addition, there are some states that do not allow domestication from other specific states. For example, you cannot domestic a corporation that was formed in New York and domestication is sought in California.

In the DMV, both Virginia and the District of Columbia recognize domestication, but Maryland does not. Since Maryland has no provisions for entity domestication, if you plan to move your corporation to this state, you would need to choose between qualifying your existing company as Maryland Foreign Entity or dissolving it in the original state of registration and forming a new company in Maryland.

For more information about business entity formation, domestication, and other business planning issues, contact InSight Law. Our law firm is focused on client-first service. Take a moment to watch this video featuring an actual client discussing their experience with our business and estate planning law firm:

 

Which Small Businesses Get the 20 Percent Deduction?

When tax reform legislation was signed into law, a 20 percent deduction for owners of a variety of pass-through businesses, including limited liability companies, partnerships, so-called S corporations and sole proprietorships was created. The deduction effectively lowers a small business owner’s top rate to 29.6 percent from 37 percent.

However, when the legislation passed, there was ambiguity as to which “small businesses” would qualify for the preferential tax treatment. Well, the Treasury Department recently issued guidance that helps bring some clarity to this issue.

Those Who Qualify for the 20 Percent Deduction

The deduction can be claimed by business owners whose taxable income is $315,000 or less if you file your taxes jointly, according to a fantastic article published in the Wall Street Journal. This means owners of partnerships, S corporations, limited-liability companies (LLCs) and sole proprietorships with taxable income of $315,000 or less can get the 20 percent deduction for joint filers. If you are a single filer, you can get the 20 percent deduction if you make $157,500 or less.

Another benefit is that the 20 percent deduction is allowed under the Alternative Minimum Tax so the tax write-off will not be counted as a way of triggering the AMT.

If you own multiple business entities, you will have the option of aggregating those companies for tax purposes to claim the deduction. To qualify, you need to have (i) common ownership over the various entities, (ii) file in the same tax year and (iii) meet certain other requirements. This ability to aggregate will make it less burdensome for larger companies structured as pass-through businesses to take advantage of the benefit.

If your income is higher than $315,000, the break would be phased out over the next $100,000 of income for service-business owners such as doctors, attorneys and consultants. There are also restrictions associated with the level of wages paid and capital investment.

Those Who Do Not Qualify for the 20 Percent Deduction

Many owners of “specified service” businesses will not be able to claim the deduction, especially “high earning” owners. This means professionals such as doctors, dentists, pharmacists, lawyers, accountants, financial advisers, etc. will not qualify for the deduction.

The Treasury Department proposed a set of rules allowing business owners with gross receipts of $25 million or less to claim the tax benefit, but only if less than 10 percent of receipts are from one of the “specified service businesses.” Owners with gross receipts of greater than $25 million can claim the benefit if up to 5 percent of receipts are from such a business.

Can I Split My Business, or Businesses, to Get the 20 Percent Rate?

Generally, no. The concept of splitting up a business to meet the requirements for the 20 percent deduction has become known as the “crack and pack” strategy.  The Treasury Department published proposed rules containing anti-abuse provisions meant to prevent firms from simply being split into pieces in order to qualify, or maximize, the 20 percent deduction.

Important Questions Remain Unanswered

The proposed rules from the Treasury Department are helpful for planning purposes, but there remain an array of important questions concerning the new tax law. For example, can a business owner claim the 20 percent deduction on their state income tax return? The answer is not clear and will depend primarily on the state.

Speak to an Experienced Business Attorney Today

As you can see, federal tax laws have become even more complex and it is extremely important, in the wake of new tax provisions, to have the best legal advice possible. That is why you should contact InSight Law today to schedule a meeting with one of our team members. We are here to help.

The Importance of a Health Care Directive

As we age, there is a risk that our mental faculties will decline substantially or we’ll suffer a sudden, unexpected health issue that leaves us incapacitated and unable to make important healthcare decisions. I’ve confronted this harsh reality with members of my own family. My father developed Alzheimer’s and got to the point where he needed someone to step in and making important decisions on his behalf.

Another tragic example is the mental decline of comedian Tim Conway, famous for his role on “The Carol Burnett Show.” Conway was diagnosed with dementia and is “almost entirely unresponsive,” according to MSN News. It does not appear that a health care directive was in place, which has spurred a rancorous legal battle between Conway’s wife and his daughter about the quality of his medical care.

These unfortunate situations highlight the importance of having a detailed health care directive in place. You can have a health care directive drafted and incorporated into your estate plan.

Health Care Power of Attorney

An example of a viable directive is a “Health Care Power of Attorney.” This is a legal document that empowers you to select a spouse, family member or trusted friend to be the decision-maker regarding health care issues, in case you are unable to make medical decisions. This includes the decision where you will receive your care (at home, nursing home, hospital, etc.). The person you designate as the decision maker will be deemed your “agent.” Keep in mind, a proper agent must be at least 18 years of age and should be someone you (i) trust and (ii) is capable of handling the responsibilities associated with being your health care agent.

A health care power of attorney pertains to health care matters only and allows you to specify in writing the types of care you do, and do not, want to receive when you cannot make those decisions independently. This specification has the effect of limiting the discretion or powers of your agent regarding the types of care that are expressly covered in the legal document. It also gives clear instructions to health care providers about the type of care you want to receive.

It is important to remember that a health care power of attorney only takes effect if you cannot make your own health care decisions. In addition, you have the power to change your choices regarding agent or instructions at any time.

Check out this video of Bobby discussing strategies for disability planning:

Living Will

In addition to a health care power of attorney, you can also incorporate a living will in your estate plan. A living will is more limited than a health care power of attorney. It basically describes your choices for medical treatment for when you reach end of life. For example, if you wind up in a persistent vegetative state, do you want to be kept alive artificially? A living will that address this important, sensitive question.

Generally, a living will does not appoint an agent and does not grant discretion for choices independent of those identified in the document. A living will generally takes effect only when you are terminally ill and in need of life-sustaining medical treatment. It states your wishes for the kind of medical care you want should you become unable to state your wishes. Like a health care power of attorney, a living will may be revoked at any time.

Speak to an Experienced Trust and Estate Attorney

Drafting a health care power of attorney and/or living will can be complicated, since there are a myriad of legal requirements that must be met to ensure these documents are legally valid and enforceable. To ensure your health care documents are valid and sufficiently detailed, contact InSight Law today.

21 Aug

The Power of Being an Organ Donor

When it comes to planning your estate, an important issue that needs to be addressed is what you want done with your body when you pass away. Do you want to be embalmed and buried? Do you want to be cremated? Relatedly, you need to answer this important question – do you want to donate your organs?

You are not required to donate your organs and, at the end of the day, it is your decision. Nevertheless, it is important to understand the potential impact you can have on other people’s lives if you decide to become an organ donor. For example, more than 120,000 people within the U.S. are currently waiting for a life-saving organ transplant, according to Mayo Clinic. Unfortunately, many people waiting for a transplant never receive the organ they need and die as a result. This is where you can enhance your legacy by allowing your organs to be used to help save others.

A prime example of the power of organ donation was highlighted by a 21-year-old suicide attempt survivor. She received a second chance at life after receiving a historic face transplant. Yes, you read that correctly – a face transplant. The family of a 31-year-old who recently passed away and agreed to donate her organs was approached by doctors to see if they would consent to donating their loved one’s face to the 21-year-old suicide attempt survivor, according to ABC 7 News. They agreed and the landmark procedure took place. Now, the 21-year-old has a new lease on life.

Making a Difference

As you can see, one of the major benefits to being an organ donor is knowing that you will be able to make a difference and save the lives of others, even when you pass on.  Think about this key fact – a single organ donor has the potential to save as many as eight lives. If you decide to go beyond organ donation to donate your entire body, even parts that may not be used directly in patients may be used for medical research, allowing you to help society in general.

Not only will organ donation provide value to you, the donor. It can also offer benefits to your family. It’s difficult to lose a loved one, and their passing can seem to have little meaning. However, many families find it comforting that, through their loved one’s death, another life can get extended.

Donating an organ has a powerful impact and can leave a wonderful legacy behind. Many of the organ donor and transplant recipient stories are extremely moving, and it can be comforting to know that the choice to donate by a loved one who passed away can change the lives of real people.

If you decide to donate your organs and/or tissues, you should (i) make sure you are registered to be an organ donor, which can be accomplished at the DMV or through the Department of Health and Human Services; (ii) discuss your election with your family members and/or estate trustee; and (3) incorporate your election into your estate plan. To learn more, contact InSight Law today.

Effective Management of Your Online Assets Critically Important for Your Digital Estate Plan

Ask yourself – what will happen to your Twitter account when you pass on? What about your Facebook account and Pinterest Board?  What about your photos shared on a variety of social media platforms?  These are important questions that need to be answered when planning your estate because your digital assets need to be part of that plan.

Think about this – between 2012 and 2014, humans generated more data than in all of human history and the pace of that growth is only accelerating.

Law Needs to Catch Up with Groundbreaking Technology

There is an established set of laws for managing hard copy documents and other physical property (e.g., real estate, automobiles, etc.) when someone passes on. However, laws and regulations concerning the effective management of digital assets is far more vague. Courts have only recently began attempting to figure out how to handle assets based on digital technology.

Trend in the Courts Leaves Individuals in the Lurch

So far, in most cases involving the ownership of digital asserts, courts have held that the information is controlled by the companies that store the information. For example, Google retains ownership over the Gmail account of your loved one.

There is a draft of uniform laws that many legal organizations have encouraged all 50 states to adopt. The uniform laws would enable people to specify in their wills that the executor of their estate can access their email account(s) and social media account(s). So far, around forty state legislatures have adopted it and seven more are considering it in 2018.

However, the uniform set of laws fails to specify exactly how executor access should occur. So, for the moment, an executor will need to contact the company that owns the digital platform to determine how to get into the decedent’s email and social media accounts.

Tips For Preparing Your Digital Estate Plan

You need to prepare yourself for the “digital afterlife.” In order to get prepared, you need to state, in writing, what you want to happen to your digital assets, according to The Conversation.com. This would entail creating a list of the accounts in your name. Next, determine which accounts you want your executor to be able to access and which should just be deleted, and which should be managed. Consider having a one-pager that details access information for these accounts and keep it in a safe place.

You also need to check with the companies whose online services you utilize to see if they offer their own unique method to transfer digital assets when a subscriber or member passes on. For example, Google has a method for its users to indicate what they want to have happen to their account if they don’t access it for several months. Facebook offers a similar service.

Take Action  Now

Digital assets are the proverbial shoe box of photos in today’s society. They are the letters and other heirlooms that carry significance because they are unique to you. Effective planning can preserve your legacy in its digital form and ease the management of your estate after your passing.

Effective Management of Your Online Assets Critically Important for Your Digital Estate Plan

Ask yourself – what will happen to your Twitter account when you pass on? What about your Facebook account and Pinterest Board?  What about your photos shared on a variety of social media platforms?  These are important questions that need to be answered when planning your estate because your digital assets need to be part of that plan.

Think about this – between 2012 and 2014, humans generated more data than in all of human history and the pace of that growth is only accelerating.

Law Needs to Catch Up with Groundbreaking Technology

There is an established set of laws for managing hard copy documents and other physical property (e.g., real estate, automobiles, etc.) when someone passes on. However, laws and regulations concerning the effective management of digital assets is far more vague. Courts have only recently began attempting to figure out how to handle assets based on digital technology.

Trend in the Courts Leaves Individuals in the Lurch

So far, in most cases involving the ownership of digital asserts, courts have held that the information is controlled by the companies that store the information. For example, Google retains ownership over the Gmail account of your loved one.

There is a draft of uniform laws that many legal organizations have encouraged all 50 states to adopt. The uniform laws would enable people to specify in their wills that the executor of their estate can access their email account(s) and social media account(s). So far, around forty state legislatures have adopted it and seven more are considering it in 2018.

However, the uniform set of laws fails to specify exactly how executor access should occur. So, for the moment, an executor will need to contact the company that owns the digital platform to determine how to get into the decedent’s email and social media accounts.

Tips For Preparing Your Digital Estate Plan

You need to prepare yourself for the “digital afterlife.” In order to get prepared, you need to state, in writing, what you want to happen to your digital assets, according to The Conversation.com. This would entail creating a list of the accounts in your name. Next, determine which accounts you want your executor to be able to access and which should just be deleted, and which should be managed. Consider having a one-pager that details access information for these accounts and keep it in a safe place.

You also need to check with the companies whose online services you utilize to see if they offer their own unique method to transfer digital assets when a subscriber or member passes on. For example, Google has a method for its users to indicate what they want to have happen to their account if they don’t access it for several months. Facebook offers a similar service.

Take Action  Now

Digital assets are the proverbial shoe box of photos in today’s society. They are the letters and other heirlooms that carry significance because they are unique to you. Effective planning can preserve your legacy in its digital form and ease the management of your estate after your passing.