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A shareholders’ agreement is a contract among the shareholders of a corporation (with typically the corporation also as a party) setting forth the rules by with the shareholders are to act in relation to one another and the corporation.  The agreement can document key issues such as how shares can be sold, what happens if a shareholder dies, whether shareholders can work in competition with the corporation when they leave, and whether any compulsory share…
“I’m getting divorced.  What happens to my estate plan?” Someone asked me that question just recently, so I wanted to take this opportunity to highlight a few items to consider: 1. Revocation of Existing Joint Trust You may need to revoke your existing joint Trust with your soon-to-be or now ex-spouse.  Some family law attorneys include this as part of a standard dissolution process; some do not.  If you don’t revoke the existing joint Trust…
Estate planning is not only for wealthy persons.  Although it is commonly believed that an estate plan is only advantageous for those who have numerous assets, it really is beneficial for anyone who wants to prepare for the future.  A properly drafted and funded estate plan can save your loved ones time and money in the long run. Here are just a few reasons that you should consider an estate plan: Avoid Intestacy Distribution If…
The outbreak of COVID-19 in the U.S., the state and local governments’ responses to it, and the resulting impact on the general public, have significantly affected nonprofit organizations.  Charitable organizations that provide food and other basic necessities and services, including those that support medical and mental health needs of the public, are facing increased demand.  Nonprofit arts organizations that rely on admissions and program revenue, such as theaters, dance companies, orchestras, and chorales, are experiencing…
Certification as a business owned by a socially and/or economically disadvantaged individual or group of individuals can provide a company with a competitive edge when bidding on contracts with government agencies, Fortune 500 corporations, and many other businesses that have certain set-asides. Common certification programs include: woman-owned businesses (WBE), minority-owned businesses (MBE); veteran-owned businesses (VBE or VOSB); businesses owned by LGBT individuals (LGBTBE); and businesses owned by economically disadvantaged individuals (DBE).  There are also certification…
With an election year upon us (and the recent disruption to activities and potential legislation due to COVID-19), it is prudent for nonprofit 501(c)(3) organizations to review the Internal Revenue Service (IRS) rules relating to political activities, such as lobbying to influence legislation and endorsing specific candidates.  An organization may desire to spend funds to oppose or support certain ballot measures or its employees may want to “help the cause” by taking action on behalf…
The California Secretary of State’s office is the central filing office for certain financing statements and other lien documents provided for in the Uniform Commercial Code.  Filing with the Secretary of State serves to perfect a security interest in named collateral and establish priority in case of debtor default or bankruptcy. Generally, the active duration for a financing statement is five (5) years, at which time it lapses unless it is continued.  It remains active…
IRS Annual Returns The Taxpayer First Act, enacted July 1, 2019, requires tax-exempt organizations to electronically file information returns and related forms with the Internal Revenue Service.  The new law affects tax-exempt organizations in tax years beginning on or after July 1, 2019. Several tax forms are included in the mandate, including: Form 990, Return of Organization Exempt from Income Tax. Form 990-PF, Return of Private Foundation. Form 8872, Political Organization Report of Contributions and…
IRS Annual Returns The Taxpayer First Act, enacted July 1, 2019, requires tax-exempt organizations to electronically file information returns and related forms with the Internal Revenue Service.  The new law affects tax-exempt organizations in tax years beginning on or after July 1, 2019. Several tax forms are included in the mandate, including: Form 990, Return of Organization Exempt from Income Tax. Form 990-PF, Return of Private Foundation. Form 8872, Political Organization Report of Contributions and…
On September 10, 2018, Governor Brown signed a bill (AB 2557) regarding ex officio directors, which will become effective January 1, 2019. Ex officio directors, i.e. persons serving as directors by virtue of occupying specified positions within or without the corporation, are commonly included on nonprofit boards. For example, they may include positions such as the Immediate Past Chair of the Board, a Superintendent of a School District (common for educational foundations), or the Treasurer…