Spiegel & Utrera, P.A. – Page 3 – AmeriLawyer – Incorporate, Trademark & Asset Protection

The Independent Service Contractor

January 10, 2017 Spiegel & Utrera, P.A.

Before any services are performed you must have a written contract
The independent contractor agreement should stipulate the rights and obligations of the service provider and recipient of the services. It must also be dated and signed by the appropriate parties. Independent contractors are self-employed persons who promote their services to the public. Generally, they will control when and how their work is done and provide their own equipment and supplies.

Independent Contractor

Misclassification of Workers
Intentionally misclassifying workers as independent contractors will cause stiff penalties. An employment audit can easily shut down even the most well-established business. Therefore, it is imperative to take all necessary steps to establish an independent contractor relationship. This means not only having an independent contractor agreement but also having the independent contractor establish a separate corporation. Having the independent contractor agreement between two corporations will strengthen the relationship and possibly help avoid penalties.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a General Counsel Club member, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks, Copyrights, Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Big Business Strategy for Small Businesses

January 4, 2017 Spiegel & Utrera, P.A.

All small business owners aspire to grow their businesses into a big business. Big businesses utilize market segmentation to focus their sales efforts on a target crowd in order to improve profitability. Small businesses can learn immensely from this simple yet effective big business strategy.

Ask yourself the following: Who are you trying to sell your goods or services to? Will the target customers encourage profitability? Who are you trying to avoid? Focus on your target customers and concentrate your efforts on securing that specific section of the market. The battle between Pepsi and Coca-Cola is a great example of market segmentation. Coca-Cola is extremely popular with the 30-and-over crowd and Pepsi used this knowledge to cater to a younger crowd by airing commercials in which younger celebrities endorse Pepsi products.

While Pepsi is not the soda heavyweight that Coca-Cola is, Pepsi has still managed to build a successful brand as result of refocusing its marketing efforts.

The critical lesson here is that many small business owners are afraid of eliminating part of their potential market, but focusing on your target customers will make room for a clear path to grow.

Mergers Of Nonprofit Organizations

December 28, 2016 Spiegel & Utrera, P.A.

Nonprofit organizations can fully and completely integrate their programs, functions, and membership by merging or consolidating. On occasion, two nonprofit organizations will want to combine their functions to expand their outreach to the individuals or groups they serve. A merger involves one of the organizations dissolving and the other organization taking over the assets and responsibilities while a consolidation involves both organizations dissolving and creating and entirely new nonprofit organization. The decision to merge or consolidate is based on legal, tax, or economic concerns, and usually it is a combination of all these factors.

The law imposes strict fiduciary responsibilities on members of an organization’s governing body to ensure that it is in the best interests of the organization. Directors and officers may be held personally liable if they fail to act prudently and with due diligence. It is also important to remember that when merging organizations are tax-exempt under different classifications, the resulting merged entity will generally need to file a new application for federal tax exemption with the IRS.

Mergers and consolidations of nonprofit organizations are complex processes that require the approval of the boards of directors and membership of each organization, and a plan of merger or consolidation must be presented to each organization and its members. In addition, federal antitrust laws prohibit mergers or consolidations that may substantially lessen competition in any line of commerce – including nonprofit organizations. An organization should have legal counsel review the impact of a proposed merger or consolidation due to the complex issues that may arise.

Capital Losses VS. Ordinary Losses

December 20, 2016 Spiegel & Utrera, P.A.

capital-gains — Capital Loss Vs. Ordinary Loss

Capital Losses and Ordinary Losses Receive Different Tax Treatment

A capital loss results when you sell a capital asset, such as stocks and bond, for less than your cost. An ordinary loss occurs from the normal operations of a business when expenses exceed income. When capital losses exceed capital gains a net capital occurs. Net capital losses can be deducted up to $3000 from wages, interest, and dividends. If a net capital loss exceeds $3000 then the excess must be carried over to the following year. Individual taxpayers cannot carry back any part of a net capital loss to a prior year. However, corporations do not have a deduction limit and can carry back portions of capital loss to prior years.

Advantages of Ordinary Loss

Ordinary losses are fully deductible in the year loss was incurred and is not subject to a deduction limit. Furthermore, if a loss is taken under Section 1231 then it is fully deductible as an ordinary loss. Section 1231 applies to the sale or exchange of real or depreciable property used in a trade or business and held for over one year. Another benefit under 1231 is that gains are taxed as long-term capital gains at the lower capital gain rates.

Separating Strategy Can Greatly Help Your Business

December 13, 2016 Spiegel & Utrera, P.A.

Many companies can fall into the practice of not having a separate strategy for their business. Strategy is something that must not have the restrictions of budgeting or planning. A plan should be used to execute a strategy. According to Forbes, a strategy is: “the result of making choices that answer certain fundamental business questions:

What businesses should we be in, and how do we add value to them?
Who are our target customers, and what is our value proposition to them?
What capabilities make us best at how we add value to our individual businesses and how well they deliver their value propositions?”

Usually a company has many plans with very little strategy. Another step that should be taken is separating strategy from plan formulation and the calendar. A current strategy is a must in business as opportunities and the environment in which your business is operating can always change. Strategy must also be able to be changed to accommodate for the changing business environment.

Money Given Back To Small Business After Out-Of-Date IRS Policy Reviewed

December 6, 2016 Spiegel & Utrera, P.A.

An outdated IRS policy caused a small business owner to turn over nearly $150,000 in his business bank account because of an audit. Prior to October 2014, IRS monitored “structuring” activity, in which some businesses break up banking transactions to curtail suspicion. Transaction over $10,000 are flagged and tip off the IRS to target and investigate potential criminal operations and cash-only businesses.

Money — Refund Given Back To Small Business

The small business owner, because he made made several regular withdrawals under the $10,000 limit, triggered a review of his account. The business owner signed documentation turning over his bank account funds to the IRS. The IRS, however, did not make any clear accusation of the business owner’s alleged illicit activities that warranted the seizure.

In October 2014, the IRS changed its policy regarding structuring and restricted asset forfeiture to owners suspected of criminal activity. Finally, in March 2015, the US Department of Justice issued a policy statement to recommend seizures be directly only to the most serious illegal banking transactions.

IRS Approves Non-Retroactive Repayments os Seized Funds

The changes, however, were not retroactive. The Institute for Justice, on behalf of the business owner, filed for a petition to mitigate their case. On February 18th, 2015, the IRS approved the petition for full repayment of the funds seized by the IRS.

Is Your Employee Violating Vacation Laws In The U.S.

November 29, 2016 Spiegel & Utrera, P.A.

Many companies provide vacation benefits to their employees. There are no legal requirements that an employer provide vacation benefits. However, once in place, a business cannot take your vacation benefits away. Additoinally, the employer must not administer vacation benefits in a discriminatory way. An employer can not administer vacation policy in an arbitrary way with its employee or refuses vacation wages at termination. If an employer uses vacation benefits to retaliate against an employee, they may be violating “vacation laws”.

Although there are no specific vacation laws in the U.S., federal laws provide assistance to those treated unfairly. The following Federal Laws can assist in your fight against unfair or inconsistent vacation policy.

Employee Benefits and Vacation Laws — Employee Benefits – Vacation Policy

Title VII of the Civil Rights Act of 1964
Equal Pay Act of 1963 (EPA)
Age Discrimination in Employment Act of 1967 (ADEA)
Title I and Title V of the Americans with Disabilities Act of 1990 (ADA)
Sections 501 and 505 of the Rehabilitation Act of 1973
Civil Rights Act of 1991

Vacation Laws In The U.S.

In the U.S. there are no specific vacation laws. There are several federal and state laws that require employers to treat employees fairly when vacation policy is established. For example, employess do not need to take vacation time when absent. Many state laws require employers to compensate employees for accrued vacation when they terminate. Employers must carry out policies so they are fair and do not violate other vacation codes.

Before deciding to administer benefits to your employees, it is wise to consult with an experienced business attorney to guide you on the process and keep your business in compliance with federal laws.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Keep Shareholders Happy & Avoid Lawsuits

November 21, 2016 Spiegel & Utrera, P.A.

Tesla Motors, Inc. (“Tesla”) is a publicly traded company on the NASDAQ. Tesla develops, designs, manufactures, and offers for sale fully electric performance vehicles and advanced power-train components for electric vehicles. Although Tesla was founded here in the United Sates, it now has more remote locations and delivers its cars to consumers all over the world. Tesla has enjoyed great success recently. Tesla’s stock has made early shareholders of the company very happy.

Nevertheless, several U.S. law firms attempted to bring class-action shareholder derivative claims when reports of Tesla vehicles catching fire after accidents emerged, which caused a temporary sell-off of Tesla’s stock. The lawsuits claimed that Tesla violated SEC disclosure rules by failing to disclose to shareholders that the vehicle had safety issues. However, the lawsuits did not move forward because shareholders rejected the formation of the shareholder class. Shareholders claimed that they did not need the protection of a class-action lawsuit because they did not believe that the vehicle has a design defect that makes it prone to fires. This illustrates that although shareholder derivative claims are a valid concern for any publicly traded company, an excellent way to defend your business against such lawsuits is to keep your shareholders happy through outstanding financial performance.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Two Ways Your Business Can Raise Money

November 15, 2016 Spiegel & Utrera, P.A.

There are several ways that businesses can raise money. Some are very well known while others are not as familiar to business owners. Below are two ways your business can raise money that may be unfamiliar:

1. ROBS Programs on a 401(k): Rollovers as Business Startups (ROBS) are programs tat allow a business owner to take tax-deferred retirement funds and use them to start or buy a business without early withdrawal penalties. Do be careful as these programs have a very complex rules provided by the IRS and if not handled correctly could result in penalties and other issues.

2. Vendors: If you are a good customer you could ask a vendor if he or she offers any extended repayment terms. Vendors may have their own financing programs or terms. “Pay on scan” could be one option, where the supplier is paid for the inventory only when it is sold to a customer. There are many costs that can be eliminated to allow your business to operate more efficiently and save money.

If you are a member of Spiegel & Utrera, P.A.’s General Counsel Club and have business related questions, call (800) 734-9900 or clubassist@amerilawyer.com for assistance. Remember, as a member of the General Counsel Club, you receive unlimited legal, business, credit and tax advice all year long.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service,Trademarks,Copyrights,Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

State Attorney Scrutinizes Not For Profits Bookkeeping Records

November 8, 2016 Spiegel & Utrera, P.A.

A state attorney general has recently investigated several not-for-profit corporations under suspicion that the organizations’ officers have misappropriated funds, using the companies as fronts to cover for large-scale defrauding and use of donations to fund lavish lifestyles. In one case, the attorney general’s investigation and subsequent trial resulted in a verdict convicting two organization officers of conspiring to steal over $50,000. The not-for-profit ran a lunch program for senior citizens; however, the jury found that the officers routinely submitted false monthly contract and service invoice reports, inflating the costs of the lunches and enabling the officers to skim money. Both officers were charged with several felony accounts and have been sentenced to probation and a combined total of $50,000 in fines. The restaurant owner of the shop from which the organization obtained the lunches previously pleaded guilty to Falsifying Business Records in the First Degree; he was sentenced to conditional discharge and restitution of $25,000.

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In another case, an executive director was arraigned for allegedly defrauding Medicaid for services rendered to the organization’s clients, including a developmentally disabled person directly under the director’s care. The complaint alleges that the director, responsible for coordinating and providing care to developmentally disabled individuals, double-billed her work, both submitting false time sheets for compensation through an independent employer and claiming medicaid for services rendered through the not-for-profit. She also allegedly used the money from clients’ bank accounts to cover personal expenses. If convicted, the director can face up to 1 1/3 to 4 years in prison.

If you are running a not-for-profit organization, it is critical that your bookkeeping and legal records be accurate and up to date, ensuring also that any required registrations and annual filings with your state attorney general’s office are maintained.

Spiegel & Utrera, P.A. is a corporate law firm with its main offices located in Miami, Florida with offices throughout the United States. As a law firm, we do more than just help you form your business entity. We stand ready to help with the maintenance of your legal business entity! We will assist you with Incorporation Service, Trademarks,Copyrights,Estate Planning, Legal Counsel, Wills,Trusts, Agreements & Leases, Corporate & Company

Posts authored by Spiegel & Utrera, P.A.

The Independent Service Contractor

Big Business Strategy for Small Businesses

Mergers Of Nonprofit Organizations

Capital Losses VS. Ordinary Losses

Separating Strategy Can Greatly Help Your Business

Money Given Back To Small Business After Out-Of-Date IRS Policy Reviewed

IRS Approves Non-Retroactive Repayments os Seized Funds

Is Your Employee Violating Vacation Laws In The U.S.

Vacation Laws In The U.S.

Keep Shareholders Happy & Avoid Lawsuits

Two Ways Your Business Can Raise Money

State Attorney Scrutinizes Not For Profits Bookkeeping Records

Others

IRS Approves Non-Retroactive Repayments os Seized Funds

Vacation Laws In The U.S.

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