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

  • Review Now, Save Later


    I have been updating a married couple’s estate planning documents, which include both community property and separate property trusts.  The primary reason for this review was to make certain that all of the assets that can have a stepped up in basis on the death of the first spouse could also be stepped up again […]

  • Possible Tax Traps on Partnership Distributions


    Partnerships and limited liability companies are a very tax favorable business entity to conduct a family business or new enterprise.  However, depending on the type of asset distributed, the partner who made the initial contribution and who is receiving the distributed asset can have some surprising results as discussed below. Also, family limited partnerships (FLPs) […]

  • Planning Under ATRA


    The American Taxpayer Relief Act of 2012 (“ATRA”) has given us a permanent set of estate, gift, and GST tax rules for the first time in more than a decade. ATRA provides that a couple can transfer up to $10.5 million without having to worry about their estate paying any estate taxes on the death […]

  • 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 […]