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Perils of Dissolution, or Hey, FTB, Where’s My Dough?

07/19/2016

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)…

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LLC Annual Fee Clarified by Franchise Tax Board

07/15/2016

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.”…

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Here’s One Way Not to Pay Taxes – Legally!

04/22/2016

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…

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FTB Tax Clearance Certificates

04/01/2016

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…

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Officer Liable for Restitution of Corporation’s Gains in Violation of FTC Act

03/04/2016

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…

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Don’t go to MyFTB.com. It’s not the official site.

01/19/2016

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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Acquirer Can Enforce Arbitration Agreement with Acquired Company Employees

04/02/2015

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. Francisco Marenco was employed by 180 Connect, Inc. As a…

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Guidance on Best Practices in M&A Transactions

01/16/2015

The Corporations Committee of the Business Law Section of the State Bar of California just published an e-bulletin that I prepared. The e-bulletin alerts attorneys to a paper written by Leo Strine, Jr., chief justice of the Delaware Supreme Court,…

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Real Estate Withholding Credit for Pass-Through Entities

01/08/2015

The California Franchise Tax Board (FTB) has recently published a reminder about credit for real-estate withholding. According to the FTB: Pass-through business entities that pass through their income, deductions, and credits to the owners must also pass through the real…

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Perfected Security Interest Yields to Breach of Fiduciary Duty

12/21/2014

If a party succeeds in perfecting a security interest in personal property by breaching a fiduciary duty, the security interest may be disregarded for the benefit of the person owed the fiduciary duty. In Feresi v. The Livery, LLC (2014)…

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