Judgment Entered Against City and 2 Police Chiefs in Duringer v Morro Bay #2A Victory
My recent post Victory for #2A in Duringer v Morro Bay gave little detail, but i can now report judgment was entered today in favor of Plaintiff David R. Duringer (that’s me!) jointly and severally against all three defendants: the City of Morro Bay; former...US Persons and Entities Now Exempt from Corporate Transparency Act BOI Reporting
Pursuant to new interim final rule issued by FINCEN on March 21, 2025, US persons and entities are now exempt from Beneficial Ownership Interest (BOI) reporting under the Corporate Transparency Act. Aside from being extremely burdensome and vague in some cases, the...Fifth Circuit Vacates Stay on Injunction Against CTA
The Fifth Circuit on December 26 vacated its December 23 stay of a Texas federal judge’s injunction against Corporate Transparency Act (CTA). Although the merits panel still has the matter set for expedited appeal to the next available oral arguments panel,...Fifth Circuit Stays Injunction Against CTA
Earlier this month, a Texas federal judge issued a nationwide injunction against the heinous and unconstitutional Corporate Transparency Act (CTA), which required burdensome reporting for many types of entities, even non-business entities created f0r family estate...Succession Fail as Lack of Trust Protector Dooms Murdoch Plan to Control Woke Kids
As my practice matures and I take on more high-net-worth clients, it’s amazing how poor the estate planning is among some of these families. Sometimes, there is no planning at all! In other cases, there is very simple cookie-cutter planning, which is always bad...Atty Dave Duringer on Hometown Radio with Dave Congalton KVEC 920AM 20241203
Texas Federal Court Issues National Injunction Against CTA!
A Texas federal court has just saved a zillion businesses (and family trusts and mere holding companies) the effort of complying with the onerous filing burden under the draconian, oppressive, vague and unconstitutional Corporate Transparency Act (and zillions more...Gun HEET Revisited
Six years ago I posted this article proposing use of an advanced planning technique known as the Health and Education Exclusion Trust (HEET) to leave a dynastic legacy of firearm training. Such a trust might be called a Gun HEET. The Fall of the Republic and...What You Give Up with a Local Estate Planning Attorney
[Central Coast residents: You can safely ignore this article because we are here to help you with comprehensive planning.] Most of our local clients prefer to have the first meeting in person at our office in Morro Bay. After that initial meeting, many of these local...IRS Allows Late Filing of QSST Election (PLR 202428003)
Under Private Letter Ruling 202428003, the IRS has allowed late filing of a Qualified Subchapter S Trust (QSST) election, to obtain relief from termination of S corporation status. The corporation represented that the termination was inadvertent and not for tax...Should I Buy a Franchise?
When starting a business, entrepreneurs typically have two options: they can either build a new business or purchase an existing business. Buying an existing business can offer the advantages of name recognition and a proven business model. The advantages can be even...Buying a Business with Real Estate
Buying a business and purchasing real estate are two very different investments. Business ownership typically requires some management skills and knowledge about market conditions, consumer trends, staffing, and finances. Ownership of real estate, on the other hand,...Cannabis: Does Your Business Need to Update Its Policies and Practices?
Over the last few decades, marijuana (aka cannabis) laws across the United States have become increasingly more permissive. In 1996, California was the first state to allow medicinal cannabis.[1] In 2012, Colorado and Washington approved legal recreational...Hiring Family Members to Work for Your Business
The decision to hire family members for your business is a delicate balancing act that involves both personal and professional considerations. Working with loved ones can create a sense of trust and unity within the workplace and has been shown to increase business...Exit Strategies for Business Owners
Starting a business requires a great deal of planning and execution. Exiting from your small business should entail a similar level of forethought and preparation. Nevertheless, some surveys indicate that nearly half of business owners have no exit strategy.[1] After...Updated I-9 Requirements: Remote Verification of Employees
Remote work has become the new norm for many employees, creating opportunities as well as challenges for employers. One of those challenges is verifying the identity and eligibility of remote workers for employment in the United States. Form I-9,[1] a document all...How to Protect Minority LLC Member Rights
The limited liability company (LLC) has only been around since the first LLC statute was enacted in 1977. Within a few decades, it has become the most popular legal entity formed by new US businesses due to its ease of formation, flexibility, low start-up costs, and...Why Are Corporate Formalities Important?
Limited liability is an important advantage provided by corporations and limited liability companies (LLCs). The personal asset protection that corporations and LLCs provide for their owners, however, is not absolute. To maintain the liability shield, owners must...Does Your Company Need a Shareholder Agreement?
A shareholder agreement is a contract between the shareholders of a corporation that outlines the rights and responsibilities of each shareholder as well as the obligations of the shareholders to one another and the corporation. Shareholder agreements, also known as...Should You Form More Than One LLC for Your Business?
There is no law that limits the number of LLCs an entrepreneur can own. Forming multiple LLCs may make sense under certain circumstances: for example, companies that have several rental properties, separate businesses with common ownership, or when one business makes...What to Do If Your Business Is in Distress
Increasing costs and rising interest rates have impacted many businesses. If your business is in crisis, there are steps you can take that could improve your business’s financial condition and help it successfully move forward. Entrepreneurs are competent, but they...What You Need to Know about Equipment Leases
Equipment leasing is an alternative to purchasing new equipment. Amid volatile interest rates and inflated equipment costs, more businesses are turning to leases as they look for ways to preserve cash while acquiring the equipment they need to operate. Equipment...Can You Draft Your Own Contracts Using AI?
Written contracts are the backbone of business relationships. They outline the rights, obligations, and expectations between parties and provide a legal framework that ensures parties keep their promises. Absent written contracts, business relationships are less...What Is an LLC Distribution?
A distribution from a limited liability company (LLC) is a payment of cash or property made by an LLC to the LLC’s owners, also known as members. Although state law sets forth certain default rules, LLC members can specify in the LLC’s operating agreement when and how...Tax Deductions for Home-Based Businesses
The rise of home-based businesses represents a fundamental shift in the way Americans work. Home businesses offer their owners a convenient and flexible way to earn income without commuting to a traditional office. They may also qualify for tax breaks in the form of...What Is a Business Divorce?
Business partnerships, like marriages, are complex relationships with highs and lows, challenges and rewards, good times and bad times. When people start businesses together, they should expect to experience growing pains. However, when differences are irreconcilable...Should You Protect Your Business with a Nondisclosure Agreement?
Whether you are an entrepreneur starting a new business or are running a well-established business, your success often depends on safeguarding innovative ideas and information that give you an edge over competing businesses. If you have spent years perfecting a secret...US Supreme Court Rejects Use of Corporate Redemption Obligation as Estate Deduction
In a major unanimous decision (Connelly v US) sure to cause revision of many business succession plans, the US Supreme Court earlier this month on June 6, 2024, rejected use of a corporate redemption obligation as an estate deduction. While the Court pointed out in a...Corporate Transparency Act (CTA) Ruled Unconstitutional
National Small Bus. United v. Yellen, No. 5:22-cv-1448-LCB (N.D. Ala. Mar. 1, 2024) On Friday, March 1, 2024, in National Small Bus. United v. Yellen, Judge Liles C. Burke of the United States District Court for the Northern District of Alabama ruled via memorandum...Economic and Legal Considerations for Short-Term Rental Businesses
Platforms such as Airbnb and VRBO have disrupted an industry once dominated by hotels and resorts, allowing individuals to open their homes and residential properties to travelers. The boom in short-term rentals has created new opportunities for investors who want to...Understanding Your Business Liabilities and Assets
Assets, liabilities, and equity are accounting terms that every small business owner should be familiar with. They are included on a business’s balance sheet, providing a snapshot of financial health. A balance sheet shows a company’s assets and liabilities at a given...Business Licenses and Permits to Start Your Business
Small business owners are no strangers to government regulations. There are many requirements that businesses must be aware of and comply with, including business license and permit rules. Most businesses must obtain licenses or permits, so it is important for each...Changing Your Business’ Legal Structure
Over time, your business can undergo significant changes. What may have started as a humble, one-person operation can grow into a more complex company, with multiple owners, employees, an evolving mission statement, and increasing risks. As the scope and goals of your...What Is Due Diligence When Buying a Business?
Due diligence is the process of obtaining and verifying information about a company or person in preparation for a business transaction, such as an acquisition, merger, or potential new business partner. Generally, due diligence provides information about the company...The Annual Meeting: What Every Corporation (and Many Limited Liability Companies) Should Know
All registered corporations are required by law to hold an annual meeting. Limited liability companies (LLCs), although not subject to the same statutory requirement, may hold regular meetings in accordance with their governing documents. What Is the Purpose of a...Gifts That Keep Giving: Tax Considerations for Business Gift-Giving
As the holiday season approaches, gift-giving is on the minds of many business owners. But there are reasons why a business owner may want to give gifts to workers and clients throughout the year and not just during the holidays. Whether to recognize a job well done,...Revamping Your Business Model
Good business ideas have a simple elegance that can spur entrepreneurs to ask themselves, Why didn’t I think of that? Or maybe they did have a good idea but lacked the foresight to turn it into an effective business model. Inspiration alone is not enough to succeed in...Managing Business Relationships
Americans have a “pull yourself up by your bootstraps” mentality that speaks to our individualism and enterprising spirit. This mindset is especially pronounced among business owners, who have chosen to forego the typical employment route in favor of creating their...AI Hiring: What You Need to Know to Avoid Liability
Artificial intelligence (AI) is arguably the most transformative technology since the advent of the internet. It is poised to play a significant role in many areas of human life, including the workplace, where AI is changing not only how we work but also how we hire....SECURE 2.0 Tax Credits for Small Business Retirement Plans
America is in the midst of a retirement savings crisis. Many people are not saving enough to replace their income in retirement, and some have no money saved for retirement. Employer-sponsored retirement plans enable people to save for retirement, but many...How to Prepare Your Business for Recession
Financial winter is coming. Or is it? Despite renewed optimism that the US economy can avoid a deep downturn, economists say the chances of a recession in 2024 are still about even. Small businesses are feeling the pain from high inflation, declining consumer...Start the New Year with a SWOT Analysis for Your Business
Businesses require periodic evaluation to remain on track to achieve their big-picture goals. The new year is an ideal time to reanalyze, reassess, and reprioritize moving forward. A SWOT (strengths, weaknesses, opportunities, and threats) analysis provides a...Fed Judge Enjoins Unconstitutional CA Concealed Carry Place Restrictions
How does all of this make you feel about relying on politics and the courts to protect your family? How can the government be so fickle with your right to life? Maybe it’s time your family takes control, with a F.I.R.S.T. Family Trust? [GOOD NEWS 01/06/2024: On...Advisors Panic over Corporate Transparency Act (CTA)’s Orwellian Reporting Requirements
Did you ever put off studying for a final, until the night before the final? That’s pretty much how the planning community is feeling about the Corporate Transparency Act (CTA), which will go into effect January 1, 2024. Congress passed the devilish law several...Noisome Signs SB2, Establishing Opportunity Zones for BLM, Hamas, Hezbollah, Al Qaeda
After failure to pass a similar bill last year, Gov. Noisome recently signed into law SB2, which makes a concealed carry license more difficult and expensive to get, and basically worthless once you get it. But there is an upside for some: new opportunity zones for...What is an Asset Purchase Agreement and When Do I Need One?
If you are considering buying or selling a business, you may need an asset purchase agreement. An asset purchase agreement (APA) is a contract that specifies the terms and conditions for the sale and purchase of a business or certain business assets. The APA...What to Do When a Director Resigns
Corporations are required to have a board of directors, which is selected by the shareholders. The board of directors helps govern the corporation, provides advice and counsel, conducts high-level management, elects officers, votes on key decisions, and protects...What Employers Should Know about Giving Gifts to Employees
In today’s competitive job market, giving gifts and other fringe benefits to employees can be an effective way for employers to show appreciation. But generous employers should understand that most gifts and bonuses—even small ones—have tax implications. Employee...What You Need to Know about Hiring Seasonal Employees
Summer is a popular time for businesses to hire temporary workers. Restaurants, golf clubs, resorts, amusement parks, and other warm-weather entertainment destinations depend on the summer months to boost their bottom line for the entire year. Despite the current...
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