Tax, Estate, Trust, Real Estate, Business and Corporate Issues

  • Coming Soon, the New California LLC Act 2014


    The California Revised Uniform Limited Liability Company Act (RULLCA) is to come into effect on January 1, 2014, RULLCA revises the rules for formation and operation of Limited Liability Companies (LLCs) in the state of California. Every person who is either a manager or member of a California or foreign LLC (non-California LLC registered in […]

  • Conversion to and Formation of LLCs


    Over years, I have had the experience of converting corporations (either S Corps or Corps) to a limited liability company (LLC).  The reasons are to achieve better asset protection from outside creditors and have less ongoing documentation (avoiding corporate minutes) but not to be considered to have liquidated for income tax purposes. I have also […]

  • Family LP and LLCs: The Devil is in the Detail


    It is almost the start of new year, and, as I am writing this article in December 2012, the uncertainty of the “Fiscal Cliff” is far from settled.  One thing is for certain:  your family wealth should continue to be addressed to ensure that it is preserved from both creditors and death taxes. The “devil […]

  • Death, Taxes – Stepped Up in Basis?


    Everyone has heard the old slogan about the inevitability of death and taxes.  For 99.3% of the population death taxes will not be an issue for their heirs since an individual can transfer up to $5,250,000 or a couple up to $10,500,000 under the new American Taxpayer Relief Act of 2012 (“ATRA”). For the first […]

  • Avoiding LP and LLC Agreements Most Common Drafting Mistake


    I have been asked on numerous occasions to draft either a Limited Partnership (“LP”) or Limited Liability Company (“LLC”) agreement for many different types of business arrangements.  One of the first discussion items deals with the economics of the specific transaction that the parties are entering into.  What the parties describe as being simple to […]



    People often ask me, what are some of the typical business owner’s concerns that I discuss with them regarding their business?  In an article by Martin S. Finn, CPA, who mentioned the top ten businesses and estate planning mistakes, I was reminded of the three areas that I typically spend most of my time discussing […]

  • Tax Planning Can Solve “People Planning”


    People are often surprised to learn that tax planning can be an aid in solving closely held business problems.  Over time, families and closely held business owners have differences.  Sometimes the best way to handle the problem is to have the business be divided.  The question is whether or not it can be done tax […]

  • Second Generation Wealth Partnership


    I am currently working with the second generation of a family that utilized a family limited partnership as a means to control the family wealth by their parents.  I represent the two general partners that succeeded their parents.  We are now working on the changes to both the form of the limited partnership and drafting […]

  • Realities in Business Succession Planning


    Many entrepreneurs intend to pass the family business to future generations. Unfortunately, most family businesses fail to survive into the third generation. Jeff Scroggins, a nationally known authority recent wrote an article about business succession planning. When considering the passage of a family business, there are seven important realities that need to be understood.  I […]

  • Planning for the terminally ill in 2012


    In today’s tax environment, with transfer taxes as well as income and capital gains taxes slated to rise substantially next year, planning for the terminally ill could yield large savings for surviving family members.  John J. Scroggin a noted author and planning expert outlines the unique planning possibilities that arise this year in planning for […]