May 30, 2016

Legal Documents

Choosing a Business Entity: Limited Liability Company (LLC)

The limited liability company is a hybrid type of business structure. It contains elements of both a traditional partnership and a corporation. The limited liability company form of business structure is relatively new. Only in the last few years has it become available as a form of business in all 50 states and Washington D.C. Its uniqueness is that it offers the limited personal liability of a corporation and the tax benefits of a partnership. A limited liability company consists of one or more members/owners who actively manage the business of the limited liability company. There may also be nonmember managers employed to handle the business.


In as much as the business form is still similar to a partnership in operation, there is still a potential for conflict among the members/owners of a limited liability company. Limited liability companies are formed according to individual state law, generally by filing formal Articles of Organization of a Limited Liability Company with the proper state authorities in the state of formation. Limited liability companies are, generally, a more complex form of business operation than either the sole proprietorship or the standard partnership. They are subject to more paperwork requirements than a simple partnership but somewhat less than a corporation. Limited liability companies are also subject to far more state regulations regarding both their formation and their operation than either a sole proprietorship or a partnership. In all states, they are also required to pay fees for beginning the company, and in some states, annual franchise fees of often hundreds of dollars are assessed for the right to operate as a limited liability company. Similar to traditional partnerships, the limited liability company has an inherent lack of continuity. In recent years, however, an increasing number of states have allowed limited liability companies to exist for a perpetual duration, as may corporations. Even if the duration of a limited liability company is perpetual, however, there may be difficulties if the sole member of a one-member limited liability company becomes disabled or dies. These problems can be overcome to some extent by providing, in the Articles of Organization of the limited liability company, for an immediate reorganization of the limited liability company with the deceased member’s heirs or estate becoming members of the company. In addition, similar to partnerships, it may be difficult to sell or transfer ownership interests in a limited liability company.


The members/owners in such a business enjoy a limited liability, similar to that of a shareholder in a corporation. In general, their risk is limited to the amount of their investment in the limited liability company. Since none of the members will have personal liability and may not necessarily be required to personally perform any tasks of management, it is easier to attract investors to the limited liability company form of business than to a traditional partnership. The members will share in the potential profits and in the tax deductions of the limited liability company, but in fewer of the financial risks involved. Since the limited liability company is generally taxed as a partnership, the profits and losses of the company pass directly to each member and are taxed only at the individual level. A further advantage of this type of business structure is that it offers a relatively flexible management structure. The company may be managed either by members (owners) themselves or by managers who may or may not be members. Thus, depending on needs or desires, the limited liability company can be a hands-on, owner-managed company or a relatively hands-off operation for its members/owners where hired managers actually operate the company. A final advantage is that limited liability companies are allowed more flexibility than corporations in how profits and losses are actually allocated to the members/owners. Thus, one member/owner may be allocated 50 percent of the profits (or losses) even though that member/owner only contributed 10 percent of the capital to start the company. “Choosing a Business Entity” © Nova Publishing Company, 2005


Running an LLC
Running an LLC will mean that you have to encounter many of the various tax forms that any business would have to encounter – filing the right paperwork to hire people, file taxes, and generally run business as any other company would. But if you want to define specific forms relating to an LLC, it’s important that we do so now. Many of these issues relate to tax forms, and the good news about LLCs is that there’s a great amount of flexibility in the way you file taxes. For example, if you are a sole proprietor LLC, you can file taxes essentially as a sole proprietor, even if you have to report that your income goes to your LLC. These tax forms will not be very different from the tax forms you currently file now if you’re already a sole proprietorship.


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The BLACK Man in the WHITE House: Racism Is Alive and Well in America

The Civil Rights Act of 1964 ended segregation in public places and banned employment discrimination on the basis of race, color, religion, sex or national origin. While this law was created to protect voter's rights and eliminate segregation in schools, restaurants and workplaces, the reality is that 50 years later Americans are still battling with these issues.

While many say racism is over and point to the fact that America has its first black president, Barack Obama's election actually ignited racial tension in the country, rather than ending it. As a result white supremacists, hate crimes and internet sites like Stormfront have grown exponentially.

These extremist organizations are fueled by an increased fear of nonwhites' power in government and the rising number of immigrants that are taking over "their" America. Racists choose to disregard the laws of this country in favor of their own warped ideology.

In the last couple of weeks, Cliven Bundy, Donald Sterling and Paul Ryan made racial comments that went viral, and dominated numerous hours of media coverage. Many Republicans stood up for Bundy prior to his racial comments, even though he was convicted of owing the federal government $1 million and refused to pay it. The NBA took unprecedented action against Sterling. And Paul Ryan defended his statements by saying, "I'm not a racist. I was inarticulate."

Sport franchises, corporation executives and politicians are riddled with racists of varying degrees. Most just have the common sense to avoid public pronouncements of their views, but that doesn't mean racism doesn't exist.

Playing into the racial frenzy that is sweeping our country are Republican governors like Scott Walker, Rick Perry and Rick Scott. All are hoping to suppress minorities' voting rights in their states in order to pass legislation that most Americans, especially minorities, don't support. After all, if only whites could vote, things would be very different.

With this mindset, many Republican Congressional representatives want to roll back the clock to the good ol' days of the fifties and sixties. The Supreme Court is aiding in this mounting discrimination with their recent decision to gut portions of the Voting Rights Act of 1965. This action to quash the Act, which was passed in response to Jim Crow laws is offensive to anyone's sense of fairness and justice for all.

Like the poll taxes and literacy tests of a bygone era, state issued IDs and voter-roll purges, coupled with reduced voting hours are all intended to keep minorities from exercising their constitutional right to vote.

In addition to voting rights, our courts and penal system discriminate against minorities. Young African American men are arrested four times as often as white men for carrying the same amount of marijuana, which is still illegal in most states. These arrests for minor crimes lead many black teenagers to follow unlawful pursuits rather than paths they may have taken without the scar of the arrest on their record. Also in question is the fairness of our judicial process. Two recent judgments handed down by predominantly white juries emphasize this unfairness.

These Florida verdicts vindicated white men who killed African American teenagers. George Zimmerman's "not guilty" verdict for the murder of Trayvon Martin was considered by many to have a racially influenced outcome. In another case that had racial overtones, a jury was deadlocked on whether Michael Dunn, a white man, was guilty of murder for shooting to death a black teenager over loud music. I wonder if the races of the victim and accused had been switched, if the judgments would have been different. Actually, I really don't wonder; unfortunately I know the answer.

Education is seen as one way to lower the number of incarcerated black men and help minorities become productive, tax-paying members of society. Yet, the Supreme Court stepped in and put up a road block making it harder to accomplish this goal.

In an April 2014 decision, the Supreme Court upheld a Michigan constitutional amendment that bans affirmative action as part of the admission process in the state's public universities. Seven other states currently have the same sanctions. States that forbid affirmative action in higher education, like Florida and California, have seen a significant drop in the enrollment of black and Hispanic students in many of their top colleges and universities.

Americans need to take notice of what is happening and not support the rebels that include many Republican elected officials. The diversity, which made our country great, needs to be seen in the leadership of America, as well as its average citizen. Racism is a communal problem and needs everyone working together to make life better, not for just a few, but for all.

The question of how to achieve less racism and more acceptances is complex and has no clear black and white answer.;

By Gerry Myers

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