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Justin C. Lowenthal

Justin Lowenthal’s Answers

470 total


  • 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 .

    Justin’s Answer

    A share certificate, which serves as circumstantial evidence of share ownership. The stock ledger is what dictates, although evidence of ownership such as a stock purchase agreement, cap table, financial report, tax filing, employment agreement (w/ stock grants), etc. will be strongly considered by any trier of fact.

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  • Can some one buy a property under DBA name in California.

    Since I do not want the name of my LLC shows on the title of the property.

    Justin’s Answer

    Sorry, that won't work. Even if it did work, your LLC is publicly linked to your FBN and it would be very easy to connect the LLC to the property.

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  • I'm assisting my friend sell 21 acres in Orange County. I would like to make referral fee. Do I need a license?

    I am helping my good friend sell 21 acres in Orange County. He may develop 25 homes on the property. I would like to have a contract drafted for the immediate referral fee upon this enormous transaction. I need to protect my interests in supplying...

    Justin’s Answer

    Great question. My assumption is that neither you nor your friend are licensed by the Bureau of Real Estate. With that being said, my response is as follows:

    A real estate broker owes fiduciary duties to his or her client. A finder, on the other hand, has no such agency duty. A finder’s function as an agent is limited to soliciting, identifying and referring potential real estate clients or participants to brokers, agents or principals in exchange for the promise of a fee. A finder lacks legal authority to participate in any aspect of property information dissemination or other transactional negotiations. See Business and Professions Code §§10130 et seq.]

    Finders are authorized by statute to solicit prospective buyers, sellers, borrowers, lenders, tenants or landlords for referral to real estate licensees or principals. Thus, they provide leads about individuals who may become participants in real estate transactions. A finder is entitled to a fee as an unlicensed individual if he solicits, locates, places, introduces or delivers up names of prospective clients to a broker or principal. See Tyrone v. Kelley (1973) 9 C3d 1. You as a finder may enter into a finder's fee agreement for payment of a finder fee with the principal so long as you do no negotiating or other real estate activity that might be prohibited under California and Federal law. This agreement should be properly drafted by a competent real estate attorney to help ensure enforceability and the avoidance of unauthorized real estate activities.

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  • I want to sell my house(Paid off)to my brother. Need to recognize any cap. gains? Is it legit no bank financing?

    Monthly cash installment will be made directly to me. What is the cheapest and easiest ways to do the transaction?

    Justin’s Answer

    • Selected as best answer

    If you have a gain from the sale of your main home, you may qualify to exclude up to $250,000 of that gain from your income. You may qualify to exclude up to $500,000 of that gain if you file a joint return with your spouse. See IRS Publication 523, Selling Your Home, for rules and worksheets. Topic 409 covers general capital gain and loss information.

    Sale with no bank financing is fine.

    Any sale in which at least one payment is not due until the following year qualifies as an installment sale for tax purposes. Such sales must be reported to the IRS using the installment method unless the seller opts out of using this method by filing an election with the IRS. See the attached link.

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  • Can a probate lawyer also sell the land for a client or is this a conflict of interest?

    It seems strange to us that this lawyer wants to get in on the sale of the property. We think he's looking to get way more money than a real estate agent would ask to do the same. What percentage of the property is he entitled to if he can do this?

    Justin’s Answer

    This is an actual conflict of interest, one which must be disclosed by the attorney-broker and waived in writing by the client (personal representative). I only think this is strange if the lawyer is seeking a higher commission than is standard in the region. In Davis and Woodland, standard commissions are 5-6%, which are generally shared 50/50 with a selling (buyers) agent.

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  • I purchased a tesla for my personal use and used it 50% for my s corp business. But I was wondering if I want to use the $2500 p

    I purchased a tesla for my personal use and used it 50% for my s corp business. But I was wondering if I want to use the $2500 plug in electric vehicle tax credit for the tesla do I need to have the title also under my business name? if you look a...

    Justin’s Answer

    Although you will need to confirm with a CPA, I believe the answer is no, title does not need to be under the name of the corporation. So long as it is used for business and is considered a business asset/liability, the business should be able to take the EV tax credit.

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  • I AM INCORPORATING MY BUSINESS FOR THE EIN APPLICATION SHOULD I DO IT AS AN INDIVIDUAL OR AS A BUSINESS PROVIDING CURRENT EIN?

    NONE

    Justin’s Answer

    Typically the answer to your question is determined by the owner or principal party managing the new company. If it is YOU (and not one of your other companies) taking responsibility for tax matters regarding the new LLC, you should use YOUR SSN. If, lets say, your company is apply for the EIN on behalf of the new company, use YOUR COMPANY'S EIN. In all likelihood, the number that should be used is your personal SSN but I can't say for sure without additional facts.

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  • Converting from CA LLC to NV LLC for a CA resident moving to NV

    I am currently a CA resident with a single-owner CA LLC that has no employees or contractors in CA. It is an online information service with subscription-based customers all over the world (some of whom are in CA, the vast majority of whom are not...

    Justin’s Answer

    If the business is online and grants interstate use/access, it is only necessary that it be registered in California if you control the business from that state. If you move to Nevada, you will be controlling the business from that state and therefore registration in NV is appropriate. What you'll need to do is form a like entity in NV and merge the CA entity into that entity. You will then cease doing business in CA - you will file with the Franchise Tax Board a final return and be done with that state. However, if you maintain leased space, have employees, etc. in CA, you will need to qualify to do business in CA as the NV entity. There is a simple form that can be filed with the CA Secretary of State.

    If you want to avoid paying tax in CA for 2016 you cannot do business in the state during 2016.

    I recommend hiring a business lawyer to help you with the reorganization of your business. It won't be too expensive and it may save you time and money in the end.

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  • In real state market, is that the discrimination to ask the listing agent what nationality is the owner of the property is ?

    Or any other question about the seller born country

    Justin’s Answer

    No, this is not discrimination. The listing agent may not know, however, and has no duty to obtain that information for you.

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  • Our Resident's Association discovered as in entity, that they were suspended, need some answers.

    Suspended by the SOS back in 2013. Well this was discovered by the newly elected association. It can not move forward unless a revival is made and in the meantime all privileges and functions are null and void. Even the previous Asso. should have ...

    Justin’s Answer

    Internal actions may still be valid and enforceable, but no business may be conducted by the corporation, nor can it initiate or defend a legal action. I still recommend ratification of prior board action after the revivor.

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