Howard M. Kahn PC



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Business Organization Seminar Guidelines

Business Organization Seminar

History of Corporations–Business Entities
Crown’s Charter–England’s Tea Companies
Spain’s Christopher Columbus’ Financing
Although he was Italian, it was Spain who financed him.
Spain eventually claimed Mexico and Latin America
Cortez and Pizarro

History of Insurance
Lloyds Coffee Shop– Lloyds of London
Movie, 1936 Lloyds of London, over sold during Napoleonic Wars

Forms of Business Ownership

Sole Proprietorship
Assumed name, Doing Business As–
General Partnership
Joint Venture
Joint Stock Company
Real Estate Investment Trust

Corporation or Corp; Company or Co; Incorporated or Inc.
Limited or Ltd
Professional Corporation
Non Profit Corporations
Shareholders, Officers and Directors
Shareholders elect directors, Directors elect Officers
Operating and Shareholder Agreements

Professional Associations
Non Profit Professional Associations
Officers, Directors
Operating Agreement, By Laws

Limited Liability Companies
Managers and Members
Operating Agreement

Limited Partnerships
Agreement of Limited Partnership
Requires at lease one General Partner
Limited partners have no say in entity’s operations

Tax Considerations–All Corporate Entities are C by default

C-Status double taxation on dividends and draws

S-Status single taxation and substantial deductions available not available for C-Status entities
must seek election within 90 days of formation
or 90 days of entity’s fiscal year

Tax Forms
SS-4 employer identification number
W-2 employer statement of wages paid
W-9 entity reporting payments to vendors
I-9 employment authority and verification
706 Estate and Generation Skipping Tax Return
709 Gift and Generation Skipping
1040 Personal Return
1065 Partnership Tax Return
1120 Corporate
1120s Corporate S Return
2553 Small business election to be treated as an S Corporation

Business Judgment Rule–

Breach of Fiduciary Duty
utmost duty of good faith and fair dealing

Negative Non Competition Agreements
Duty not to self deal or usurp corporate opportunity
famous case is Steve Wozniak who invented the pc while employed for a computer company and he brought it to them and they passed and waived their interest.

Non Competition Agreements
Non Solicitation Agreements

Work for Hire Agreement

Intellectual Property

Estate Planning–6 Catergories

1. Statutory Durable Power of Attorney (Financial Transactions)
Long or Limited
Principal-Agent- must be notarized
Notary cannot be the Agent

2. Statutory Durable Power of Attorney for Health Care
Long or Limited
Principal-Agent, requires two disinterested witnesses and a disclosure form–Witnesses cannot be agent nor employees of health care facility where Principal is getting treatment

3. Medical Directive–when to pull the plug
long or short–notarized

4. Declaration of Guardianship–Requires 2 Disinterested Witnesses
for personal later incapacity
for minor children

5. Last Will and Testament
3 Kinds Oral Will–requires 3 people while on your deathbed
Holographic Will-completely own handwriting
Typed Will–2 disinterested witnesses
Self Proving Affidavit may be attached to both type and holographic will
Executed with due formality
Same room, hearing, line of sight

6. Trusts–2 Kinds–Not Actually a Business Organization but functions nearly as the same avoiding personal liability
3 Parties: 1. Trustor\Settlor\Grantor
2. Trustee
3. Beneficiaries

Revocable Trusts
Irrevocable Trusts

and Inter Vivos Trusts (made when living), formed by Agreement

Testamentary Trusts (contained in Will and formed only when Will Admitted to Probate–Admitted to Probate means the Court accepts it as the Last Will. All Testamentary Trusts are Irrevocable

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