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William Richardson Christian

William Christian’s Answers

235 total


  • Changing Delaware corporation name

    Is it possible to amend the Delaware c-corp company name (not just filing a DBA)? My company was incorporated little more than a month ago. Also, my company is foreign-qualified in California. What would be the procedure to amend the company name,...

    William’s Answer

    Certainly you can, by amending the articles and the certificate of qualification. But why are you using a Delaware Corporation qualified to do business here. Do you simply prefer complexity? Why a C Corporation . Why not an LLC or an S Corporation. You should be asking the more basic questions before you proceed. I would strongly recommend against most small businesses using the form of a C Corporation. It can be a tax nightmare. And once you are in, it is expensive and difficult to get out of a C Corp. Seek a good tax advisor first, not after it is to late.

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  • Can one change a UTMA custodial account to a joint account before the child becomes of majority age?

    This way the child could use the funds now without it being frozen until he is of majority age. Is it legal to do this?

    William’s Answer

    The account is not frozen. It can be used for the minors benefit. You are not able to make it a joint account. The money belongs to the minor, and is not able to be placed in your name with the minor.
    The funds may be used for the minors health, support, maintenance and education. You may be required to account to prove the funds were used for the minor. What remains in the account when the minor reaches the distribution age must then be distributed outright to the minor.

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  • I was told that since our S.corp is being dissalutioned it would be best to sell all income property in same tax year?

    wwe own 3 properties in our s. corp we are in the process of dissolution.we are selling each piece of property and dividing it up equaly with share holders, wich consists of 3 families. can we distribute the money as each properyt is sold or is i...

    William’s Answer

    If you sell the property in the corporation, the gain flows through, and increases the cost basis of the shareholders in the stock. Lets assume that you sell this year a property with a cost of 10 and a value of 100. There is a 90 gain at the corporate level. This passes through and increases your stock basis. If your stock basis before was 10, you now have a 100 basis in the stock. Distribution of the sale proceeds should not be taxable ( i e you have already paid tax on the sale and received a step up in basis). These things do not work so well if there are basis variations. Assume you inherited the stock from an estate. You got a basis in the stock of $100, because this is what it was worth at date of death. This does not increase the basis of the corporation in the land. If the corporation sells the land, the gain or 90 passes through, and you have a stock basis of $190. If you do not dissolve the corporation until next year, you pay a tax this year on the $90 of gain, and next year you have a capital loss of 90. You are not able to carry back a capital loss, and, unless you have capital gains, you can deduct the loss at $3,000 a year This is a terrible result. It is my guess that this is why you are being advised to do everything in a single tax year.
    Timing is everything, and delaying may cost you a lot. See a capable tax advisor ( although it sounds like you may already have one)

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  • Are the processes for becoming a for-profit or non-profit organization the same or different?

    Does the person trying to develop a non-profit have to do anything different than the person trying to develop a for-profit (specifically when applying/registering/complying with all required state/federal documentation)?Seems to me they are the s...

    William’s Answer

    Very different. To be a non profit, you have to understand that the entity must be formed for charitable, educational religious or similar purposes and goals. In general everything must be devoted to the charitable purposes. If you plan to make any money with the venture, a charitable entity is not the right way.
    A charitable entity also requires an application for exemption from taxes. See IRS form 1023 and the instructions for more detail.
    Trying to change a for profit entity to a nonprofit is extremely complex. I would usually recommend the formation of a new non profit ( assuming you could qualify, followed by a merger or dissolution ( depending on the tax analysis)
    You need to seek counsel familiar with corporate, tax and non profit issues for assistance. This is definitely not a do it yourself project.

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  • Evidence of ownership in S-Corporation

    Do I need to have some sort of legal document to show as evidence of ownership in small corporation? Can simple emails where I am referred to as a partner be used to show ownership in a corporation? Thanks .

    William’s Answer

    Frank is correct. Ownership is evidenced by a stock certificate representing the shares you own. If this is, in fact, an S Corporation, you should also have signed a Subchapter S election ( if you were one of the original shareholders) and should receive a K-1 reflecting you ownership each year.

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  • Who should make decision on this grant deed ? All or one on grant ? Who should pay insurance and property tax. No money in trust

    Grant deed : Life estate and remainder The Tarie b Taylor living trust dated August 30 2008 hereby grants to beckey smith for life, remainder to tony smith,Emily smith,mike smith, and Ben John, in egual shares the following described real prope...

    William’s Answer

    The question is unclear. I assume there was a deed from the trust to the grantees creating the life estate interest. If so, the trust terminates and the issue is who, among the life tenant and the remaindermen, pay the bills. If the trust is still in existence, there are more questions. It would be necessary to see the underlying document creating the ownership structure to effectively answer your question.

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  • What is my title in my family, youngest of 5 - dad ,middle bro died, mom 86 incapable oldest bro alive. at will, is not it

    moms second cuss wormed his way in when my bro was recovering from a stroke now he's successor trustee, he.s taken mom and all moneys, trust the 2 of nov 15 I got railroaded at the courthouse, evicted to sell the house 4 under market value, need ...

    William’s Answer

    Your facts are not clear, but it would seem that if your mother is indeed incapacitated, so that these are not her decisions or wishes, you should seek counsel to protect her. You may also need to consider whether elder financial abuse is involved.
    If your mother is not mentally incapacitated, she has the right to make decisions for herself.
    Consult with estate planning counsel and provide them all of the relevant facts.

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  • I live in California and I would like to meet with an attorney to discuss a matter related to an Arizona irrevocable trust.

    About a year ago I was forced to resign from my father's business. In the resignation form I am to be given $1.2 million over six years as an advance on my inheritance. Also, in 1994 my parents opened an irrevocable trust. There is no mention of...

    William’s Answer

    I would suggest you consult with Arizona Counsel to address these issues immediately.

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  • Can the trustee of my father's trust purchase the homes held in the trust? The Trustee is also a beneficiary.

    My uncle, the trustee of my father's trust, had several homes held in trust remodeled, at a very high cost compared with the value of the homes. He now says he wants to buy them. My other sister and I, both beneficiaries, are not in a position t...

    William’s Answer

    The actions described certainly appear inappropriate and are likely a breach of your trustees fiduciary duties. You need to seek counsel for help in filing objections promptly. If trust money was used to improve the property improperly, this needs to be examined carefully to understand the economic impact to each beneficiary and the damages these actions have caused. You may also want to object to the sale and insist on a third party sale.

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  • Living trust question

    I am married, but have children from a prior marriage. I want to make sure that my spouse is taken care if I die while also preserving my estate for my kids. Can a trust be created that provides for my wife, but terminates when she remarries or di...

    William’s Answer

    Of course you can. This is a common client request. The devil is in the details, and it is important to discuss with your estate planning counsel exactly how this is to work. What part of your estate is community or separate property. Your wife owns 1/2 of any community asset. So exactly what are you planning to put in trust for her care. You control your separate property and your 1/2 of the community property. You do not control her separate property or her share of the community property. Assuming you can sort that out, is your wife to get just income form your share, or an allowance monthly. Do you own a house? If so, is she able to live in it. Who pays the property taxes on that house, your wife or the trust? Who pays the utility bills?
    Sit down with an estate planning attorney who can address these issues with you and provide enough information for you to make informed decisions.

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