Posts by Richard Burt
What is a Professional Corporation?
According to the law in California (the Moscone-Knox Professional Corporation Act), a professional corporation is a corporation that is engaged in rendering professional services. In this context, “professional services” are any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the California Business and Professions…
Read MoreGood Standing Certificates in California
California does not issue good-standing certificates under that name. For what is referred to in other states as a “good standing certificate,” the California Secretary of State will issue a CERTIFICATE OF STATUS certifying to the current status of an entity registered with the Secretary of State (e.g., active/good standing, suspended, dissolved, or cancelled). For…
Read MoreAdministrative Dissolutions
As previously posted on this blog, California law was changed (AB 2503) to allow the state to dissolve entities administratively instead of allowing zombie entities to remain on the rolls permanently. A word to the wise: Abandoning the entity and awaiting an administrative dissolution is not a recommended alternative to affirmatively taking steps to dissolve…
Read MoreLLC Taxes Due April 15 Even with Extension to File
A single-member limited liability company (SMLLC) is a disregarded entity for federal income tax purposes. But for state law purposes, California SMLLCs are separate legal entities that are subject to paying the $800 minimum franchise tax (and if gross receipts are $250,000 or more, the LLC fee) and to filing an FTB Form 568. Normally,…
Read MoreFTB Has Started to Dissolve Administratively Suspended Corporations
In 2019, a new law took effect in California, which permits a California corporation to be administratively dissolved if the corporation’s corporate powers have been suspended by the Franchise Tax Board (“FTB”) for 60 consecutive months. Before dissolving the corporation administratively, the FTB must notify the corporation of the pending administrative dissolution by mailing to…
Read MoreBulk Sales Law: A Possible Trap for the Unwary Buyer of a Business
Buyers of businesses should be aware that California, like some other states, has a “bulk sales” law. Its official name is Uniform Commercial Code—Bulk Sales. The bulk sales act is designed to protect the creditors of a business by giving them notice of a “bulk sale” (sometimes called a bulk transfer). What Is a Bulk…
Read MoreFraud Alert — Beware of “Barrister Richard Burt” (it’s not me)
I was contacted by someone who had been asked to pay $5,000 for legal services. The person asking for the money was supposedly Barrister Richard Burt. This impostor showed my office address (right down to the suite number) as his purported address on his email to the intended victim of his fraud. And he provided…
Read MoreBreach of warranty in the sale of goods and the statute of limitations
Cardinal Health 301, Inc. v. Tyco Electronics Corp. (2008) 169 Cal. App. 4th 116. Holdings Noted The four-year statute of limitations bars warranty claims unless the warranty explicitly extends to future performance of the goods and discovery of the breach must await such future performance. A warranty that the goods will have a “mechanical life…
Read MoreOut-of-State Partnership Required to File in California because of Pass-Through Income
LCP VII Holdings LP was a foreign partnership with interests in entities both inside and outside of the United States, and it had California-source income from pass-through entities. It did not file tax returns in California on the basis it was not doing business in California. After the Franchise Tax Board (FTB) sent the partnership…
Read MoreRichard Burt Selected as a 2019 Top-Rated Lawyer
I was informed by the National Law Journal that I was selected as a 2019 Top Rated Lawyer for a special section to be published by it highlighting the West Coast’s Top Rated Lawyers. I would be impressed by my selection if it weren’t for the fact that to be listed in that special selection…
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