Converting from Corporate to a Limited Liability Company (LLC)

A prospective client contacted Attorney Matthew C. Mullhofer in regards to converting his corporation to a limited liability company (LLC); he wanted to know what the benefits of converting were. 

Matthew C. Mullhofer explained that it wasn’t until recently that California allowed a Corporation to convert to an LLC.  The reason to convert a corporation into a limited liability company (LLC), is to achieve better asset protection from outside credits and have less ongoing documentation i.e. corporate minutes, but not to be considered to have liquidated for income tax purposes.  An important fact to know, Attorney Mullhofer stated, is if a company owner wants to continue obtaining favorable tax benefits as either a C Corporation or S Corporation a company owner will not be subject to the gross receipt tax discussed below under the disadvantages of utilizing an LLC.

Matthew C. Mullhofer explained that a major reason an LLC is more appealing as a business entity is because you are not required under the Beverly-Killea Limited Liability Company Act to have formal membership meetings compared to corporations.  

Another reason why an LLC is more appealing under the Act in comparison to the corporate laws under the State of California and other states is the charging order protection.  Under a charging order, an outside creditor becomes only an assignee and will not be able to vote your membership interest and dissolve the LLC compared to a corporation and being able to vote your stock.

Attorney Mullhofer pointed out that after conversion an LLC could still be taxed as a corporation by making certain of just a few steps.  First, by being certain that before and after the conversion the equity interest remains the same.  A reason why people would choose to want to remain as corporations or be tax as one on formation is because family members may prefer the certainty of corporate tax treatment for their closely held business.  However, an LLC taxed as a corporation may deduct certain employee benefits. 

Call Matthew C. Mullhofer today at (714) 827-9955 to discuss your business questions.

How to save taxation on real estate sale

A long time client of  Matthew C. Mullhofer came in to the office today with a question in regards to real estate taxation.  He was selling an apartment complex and was receiving a large amount of profit from the sale.  He had bought the apartment complex in 1990 for $200,000.00 and a little over 20 years later, he was able to sell it for $1,200,000.00.  He was aware that he was going to owe capital gains tax on his gain from this sale, and was wondering if there was any way to prevent this.

Matthew C. Mullhofer advised his client that there was a way to avoid the taxation and it was called a 1031 exchange, which prevented him from owing capital gains tax.  Mr. Mullhofer explained that a 1031 exchange has been around since 1921.  With a 1031 exchange, Matthew C. Mullhofer further explained , his client could keep his entire profit from the sale growing and working for him if he were to reinvest the money, and in doing so, he would avoid taxation. 

Matthew C. Mullhofer gave a few brief guidelines one must follow in order to have the 1031 exchange work (Mr. Mullhofer explained to meet with an exchange expert before doing anything for a more detailed guidance):

  

      1) It is important to select an exchange accommodator to receive the sales proceeds from the escrow company when the property sells.  If the client receives the proceeds directly and not an intermediary, then the exchange will not qualify in the transaction.  That is why it is important to complete this step before the closing date.

      2)The client has 45 days to provide a list of properties the client might buy as replacement (investment) properties to his accommodator.

3)      The client has 135 days (or 180 days from his sale date) to close escrow on one, some, or all of the properties he sent to his accommodater. 

Note: The deadlines listed are hard deadlines. They cannot be moved or extended. It does not matter if the deadline is on a holiday; it is still the date to have your obligations to be set up for. 

Matthew C. Mullhofer explained that all the equity and all the debt the down-leg property had must be replaced when completing the up-leg purchase.  For example, if the client’s $1,500,000.00 was $1,400,000.00 of equity and $100,000.00 of loan was repaid, then the debt and equity numbers on his up-leg purchase(s) must be equal or greater than these figures. 

Please feel free to contact Matthew Mullhofer Attorney at (877) 246-2770, to discuss a 1031 exchange in more detail.

Ways to Improve Your Credit Score

A new client came into Matthew C. Mullhofer Attorney’s office with questions in regards to improving her credit score. She divorced in 2004 and had to file for bankruptcy, and the case became final in 2005. Her credit score was in the mid 600’s and she wanted advice as to how to improve her score. She explained that currently she had no debt and she always pays her bills on time.

Matthew C. Mullhofer Attorney advised this client to request a free copy of all three credit reports from annualcreditreport.com and review her credit score to make sure all entries were correct, including the bankruptcy.

Mr. Mullhofer let her know that according to the Fair Credit Reporting Act you can dispute inaccurate and incorrect information. If the creditors do not respond to the disputed item within 30 days, it will be removed from the credit report. This also includes public records that would have the bankruptcy listed.

Matthew C. Mullhofer Attorney let her know that she was on the right track, but she needed to have active revolving and installment credit being reported on her credit report in order to help her credit score. He advised her not to obtain a huge amount of debt, and that she didntt need to keep balances on her credit cards in order to improve her credit score. To pay her payments in full every month, and this should help her build her credit.

One last thing Mr. Mullhofer advised his client was to make sure to keep balances below 30 percent of the credit limit on any credit card.

Please feel free to contact Matthew Mullhofer Attorney at (877) 246-2770, to discuss any financial questions you may have.

Settling An Account For Less

A client of Matthew C. Mullhofer Attorney came into his office the other day with a question in regards to settling a bill that he stopped making payments months ago. He wanted to settle the account for less than what he owed and wanted to know the best way to handle this, and if there would be any way to prevent this from affecting his credit report negatively.

Matthew C. Mullhofer advised him that whenever a person wants to try and settle an account for less than the amount owed, it is important to have the cash ready when you make the offer. Do not call the creditor and ask them what they will take. If a person is not ready to act, don’t waste time.

When making the offer, it should be done at the end of the month since this is the time most creditors and collection agencies are trying to close their books for the month. Mr. Mullhofer advised to have the cash ready and tell the creditor you can have the money them within 48 hours if they agree.

The most important part that Matthew C. Mullhofer Attorney advised his client, is to get a letter from the creditor where they state the amount they have agreed to accept as payment in full with no additional charges once they have received your payment. This letter should be signed, dated, and in your possession before you pay anything. If they refuse to give you this letter, don’t pay. Without this letter the creditors can later down the road state they never agreed to settle for a lesser amount.

When making payment, make sure to send it by certified mail or a means by which you can track the payment and make sure it arrived to its appropriate location. Always make copies of your payment to them and keep it for your records for at least 5 years.

Matthew C. Mullhofer Attorney advised his client to request they remove the entry from his credit report or at least report it as “paid” as part of the negotiation. Request that the entry state “paid” and not “settled for less”.

Please feel free to contact Matthew Mullhofer Attorney at (877) 246-2770, to discuss debt settlement or bankruptcy.

Planning Without Estate Tax Concerns

A client of Matthew C. Mullhofer Attorney called him regarding the Estate Tax laws for the 2011-2012 years. Mr. Mullhofer explained that the 2010 Tax Relief Act contained new tax arrangements for 2011 and 2012. These arrangements include a higher amount that can be transferred and a tax rate that is lowered which could take off the burden from many estates.

Matthew C. Mullhofer Attorney brought up to his client that in 2013 the estate tax is scheduled to become more aggressive which means that it could affect many families who are not considered wealthy.

Mr. Mullhofer went on to explain that for estates left behind in 2011 and 2012, assets exceeding a $5 million will be taxed at 35%(this has been the lowest tax rate in 70 years!). Married couples may be able to pool their exemptions to shield up to $10 million from federal estate taxes with the proper planning. This means that 99% of the country may not be obligated to pay estate tax. Planning is a key component when it comes to protecting assets and shifting income to heirs. In today’s depreciated real estate market, $5 or $10 million is a lot of money.

In order to transfer $5 or $10 million to their children, trustees have to establish the typical family trust that provides for the first 3.5 or 5 million to be transferred into their children’s trust, explained Mr. Mullhofer. He recommended that the trust give the surviving spouse the ability to dictate how the distributions to their children will be if there is a change in circumstances after the death of the first spouse. Unfortunately, this type of planning is not provided for in some family trust documents that Mr. Mullhofer has reviewed.

Mr. Mullhofer’s client also wanted to know how to preserve and protect assets. Matthew C. Mullhofer Attorney explained that using a limited partnership or limited liability company would be one way to do that, especially wherever real estate is a major asset. There are also different types of trusts to consider and choose from.

Call Matthew C. Mullhofer Attorney today to discuss your Estate Tax concerns at (714) 827-9955.