Posts by Richard Burt
Individualized Promissory Note Held Not To Be a Security
The following is the text of an e-bulletin that I authored and that was published by the Corporations Committee of the Business Law Section of the State Bar of California. In People v. Black (Feb. 16, 2017), the court of appeal held that a single promissory note, negotiated one-on-one, to fund an investment in real…
Read MoreBOE Tax Clearances
When a business that sells or leases goods at retail owes sales taxes to the California Board of Equalization (BOE), the buyer of the business can be responsible for paying the BOE the amount owing if the seller does not pay them. The liability applies to any person who is a successor or assignee of…
Read MoreEDD Tax Clearance Certificates
When a business is an employer that owes contributions, interest, or penalties to the California Employment Development Department (EDD), the buyer of the business can be responsible for paying the EDD the amount owing if the seller does not pay them. By the way, the statute applies to any person who “acquires” the business (or…
Read MoreNew LLC Statement of Information Form
Every two years, a California limited liability company must file a statement of information with the California Secretary of State. The same is true for a limited liability company formed in another state but registered to do business in California. In the past, if there was no change to the information in the statement of information from the…
Read MorePerils of Dissolution, or Hey, FTB, Where’s My Dough?
Sometimes a California limited liability company (LLC) or California corporation dissolves and files a final tax return which shows it has a refund coming, but the refund is $800 short. How could this happen? It’s because the Franchise Tax Board (FTB) may deduct $800 and apply it to next year’s taxes. Let’s say that a business…
Read MoreLLC Annual Fee Clarified by Franchise Tax Board
A limited liability company (“LLC”) doing business in California (whether organized under California law or the law of another state) must pay an LLC annual fee on its “total income from all sources derived from or attributable to this state.” (The annual LLC fee is really a tax, but the legislature didn’t want to call it…
Read MoreHere’s One Way Not to Pay Taxes – Legally!
California charges a minimum franchise tax of $800 each year. This is a tax on the privilege of being a corporation. It doesn’t matter whether the corporation is profitable or even if it has any revenue. The state wants its $800 from every corporation every year, and if it’s not paid, the state will suspend…
Read MoreFTB Tax Clearance Certificates
When a business is required to deduct and withhold taxes and remit them to the Franchise Tax Board (FTB), a successor to the business can be responsible for paying the amount owing to the FTB if the business does not pay them. Who is a successor? A “successor” is anyone who acquires a substantial portion of…
Read MoreOfficer Liable for Restitution of Corporation’s Gains in Violation of FTC Act
In Federal Trade Commission v. Commerce Planet, Inc. (9th Cir. March 3, 2016) 16 C.D.O.S. 2355, the Federal Trade Commission (FTC) sued Commerce Planet, Inc., and three of its top officers for violating § 5(a) of the FTC Act, which prohibits unfair or deceptive business practices (15 U.S.C. § 45(a)). The company and two of…
Read MoreDon’t go to MyFTB.com. It’s not the official site.
To access your MyFTB account, go to the FTB’s website: www.ftb.ca.gov . Note that the word “my” is NOT part of the URL. MyFTB.com has been reported as a malware site.
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