Doing Business – Jurisdiction

Jurisdiction is a legal term used to define who has authority over something. Applied to this article, the term refers to the issue of which state has the right to regulate a business. In California, the issue boils down to whether you are considered to be doing business in the state.

California is the one of the most aggressive states when it comes to defining jurisdiction. If you maintain offices or have employees in the state, you are considered to be doing business here. You must register with the state and pay taxes even if incorporated in another state. This tends to makes incorporating in Nevada an expensive option since you have to pay fees twice.

If you are caught doing business in California without having registered, you can be in for a rough time. Initially, back taxes and fees come due. You are also going to be fined and probably suspended from doing business until an audit can occur. The California Employment Development Department may levy back taxes and penalties. Your bank accounts may be frozen. Lets look at an example.

The California Franchise Tax Board tends to look at the facts surrounding a particular situation. Assume I own a Nevada entity for the purpose of building web sites. I receive e-mail, snail mail and work out of my house in San Diego. The tax agency is going to take the position that I am doing business in California. My office is here. I take calls here. I do the work here. This scenario is going to be very difficult to defend. Playing out the scenario, I will probably end up going out of business due to disruptions, stress and the resulting financial burden.

So, can you use Nevada business entities if you are in California? Absolutely. Typically, you need to use a double incorporation strategy. Essentially, one entity is in Nevada and another in California. One entity provides services to the other through a fair value contract, to wit, you cant charge $1 an hour for services rendered. The Nevada entity has to have a business license, office, customary payables such as rent and the typical items you find with any business. This strategy is typically used to hold non-tangible business assets such as intellectual property or patent rights.

California has a brutal business climate. The Governator has promised relief, but an actor making promises is, well, an actor making promises. Using Nevada entities can provide relief to your business as long as they are used correctly.

California Businesses Incorporating In Nevada is a post from: Reference Education Center | FTP2009Istanbul.com

California Filing Times

The California Secretary of State can be very slow when it comes to approving new business entities. Once you file the entity, you can sit around tapping your fingers for as long as two months. After two months, you may not even remember why you filed the darn thing! Can you avoid this time and momentum killer? YES!

The California Secretary of State offers rush filing options for forming business entities. The first is a 24 hour rush that ads $500 to the filing process, an expense that should really only be undertaken if you are desperate. The second option runs a whopping $15 and has a turn around time of 7 to 10 business days. Ah, so this is the way to do it, right? Nah, that would be far too easy!

For rush filings, the Secretary of State requires all filings to be made in person. If you are not located in Sacramento, this can cause a major problem. So, what do you do?

If you are creating a corporation, you can file the articles of incorporation at a branch office of the Secretary of State. Most major cities have a branch, but you can pop on to the web site for the Secretary of State and find your local branch.

If you are forming an LLC, California makes things difficult. For no logical reason, the Secretary of State doesnt allow LLC filings to be made at branch offices. This policy makes absolutely no sense, but what are you going to do? You are going to beat the state at its own game.

Rush LLC filings must be personally filed in the Sacramento office of the Secretary of State. The policy doesnt say WHO must personally file it. Using this loophole, you can hire an attorney delivery service in Sacramento to file and pick up the Articles of Organization for your LLC. You simply send them the articles as well as the filing and rush filing fees. You can expect to pay the attorney service an additional $50 to $75 for the service.

California is one of the worst states to do business in. The Secretary of State does everything possible to make filings a pain in the With this information, you can turn the tables and beat them at their own game.

California Business Entities How Long Does It Take To Get Approved? is a post from: Reference Education Center | FTP2009Istanbul.com

While this is not important maybe when searching for information on a rock band or trying to look up when a movie is playing locally, but when that information is medical or legal you need to be sure that what youre reading is in fact valid.

Lets say for the sake of discussion you are in need of a bylaw legal form. What would you do? Unless you have a law degree you cant just simply sit down and type one out. But do you really want the expense of hiring an attorney to fill out a simple document like a bylaw form?

The legal arena is a tangled web in itself. There are so many laws and regulations covering all aspects of society. But thanks to the Internet simple procedures which were once only in the realm of attorneys only can now be taken care of much easier and less expensive by you with little to no legal training at all.

The easiest and best examples of this are simple legal forms which are now available all over the Internet. Where before these almost secret documents were closely held by lawyers, one can now surf the web and download and print legal forms printing them out and saving literally hundred to thousands of dollars.

Take the bylaw form for example. This simple form can now be looked up and downloaded from many online legal advice sites and then filled out with all your personal information. Then simply print it out and take it to get notarized and you have a legal document which will be upheld in any court in the land.

Before getting a simple bylaw form filled out and official by a lawyer could easily cost hundred if not thousands of dollars depending on intricacies and details. Now with a simple download you can fill out your bylaw form and be on your way.

Bylaws are just one example of the legal forms available on the Internet but the reason bylaws is such a perfect example is that what you are doing yourself by downloading the form your self is exactly what a lawyer would do. He simply would tell his secretary or paralegal to fill out the form and then he would sign it handing it over.

Of course you will pay for an hour or more of the lawyers time when all that happened was what you can do yourself. So the next time you need a bylaw form just find and fill it out yourself. Bylaw forms and more are all available right on the Internet. Your brand new legal advisor.

Bylaw Legal Form – The Internet Solution is a post from: Reference Education Center | FTP2009Istanbul.com

Criminal Action

Creating a business entity only protects a business and shareholders from civil liability. Civil liability arises from a body of state and federal law that allows for compensation for alleged wrongs. These wrongs can arise in the form of negligence, contractual breach and so on. If an entity is found civilly liable, it must pay compensation, but no jail time is involved.

Neither a corporation, limited liability company nor any other entity will protect anyone from criminal liability. Claims to the contrary published on various web sites are simply wrong. A person forming a corporation to front for a ponzi scheme or scam to defraud consumers is going to receive no protection from criminal prosecution. If you have any doubts on this issue, simply consider the recent criminal convictions of the Tyco and Enron executives.

Standing Apart

Both corporations and limited liability companies are considered to stand apart from their investors for legal purposes. In essence, both entities are considered to be persons under the law. This legal fiction is, of course, what gives rise to the asset protection element of both entities. Unfortunately, many small businesses dont understand this distinction and lose the asset protection when the most need it.

To maintain the asset protection benefits of a business entity, you must treat it as an independent party. For instance, you do not own a corporation. Such statements can come back to haunt you when a plaintiffs attorney presents them in court while arguing the entity is a sham. To avoid this problem, you can simply say you are the President of the business entity or whatever position you hold.

In Closing

Forming a business entity is a necessary step for most small businesses. Once the entity is formed, make sure you follow the necessary formal procedures to maintain asset protection.

Business Entity Mistakes Criminal Conduct and Independence is a post from: Reference Education Center | FTP2009Istanbul.com

States

To the surprise of some, state law instead of federal law governs business entities. When form an entity, you should look to the Secretary of State for your jurisdiction to find out the filing requirements. Some states provide clear and concise information. Other states seem to enjoy making the process difficult and complex. Regardless, all of them have a web site for the Secretary of State.

Corporations

In most states, forming a corporation requires the filing of articles of incorporation. Articles of incorporation requirements differ by state, but typically require a statement of the name of the corporation, the number of authorized shares, the name and address of a registered agent and the name of the incorporator. The incorporator is typically the person signing the articles of incorporation. Once created, the articles are filed with the Secretary of State, which eventually will approve and return them to you. In most states, there is no need to file bylaws, organization minutes or shareholder information.

Limited Liability Companies

Limited liability companies are simple structures and are the creation of creative politicians in Wyoming. In 1977, Wyoming passed the first state laws authorizing the creation of these business entities. Mirrored after corporations, the filing process is similar to corporations, but with little tweaks here and there.

Whereas corporations have articles of incorporation, limited liability companies have Articles of Organization. These Articles of Organization require pretty much the same information as articles of incorporation. The primary difference, however, is most states require you to use a pre-printed form for the articles. Make sure you check with your state to determine if this is a requirement.

Do It Yourself?

If you are a sole proprietor seeking a business entity, you can handle it if you understand the concepts. If you dont understand the process, get a professional involved.

If there are two or more people in the business, an attorney should be used for liability purposes. These liability purposes arise when one owner takes charge of the filing. When disputes later arise, the take charge owner is inevitably accused of organizing the filing in such a way at to create an advantage.

Yes, it happens all the time.

Business Entities Filings With The State is a post from: Reference Education Center | FTP2009Istanbul.com

Business Entities

“C” Corporation: A corporation whose shares are held by shareholders. The entity stands apart from the shareholders for legal and tax purposes. The shares of the corporation may be taken public and traded on stock markets. Google is an example of a publicly traded C corporation.

Foreign Corporation: A corporation doing business in a jurisdiction beyond where it was formed. Microsoft is a Washington corporation. When it does business in New York, it is considered a foreign corporation.

General Partnership: A business effort involving two or more people, known as partners. Each partner is liable for all partnership debts and obligations regardless participation and contribution amounts. Put another way, a general partnership provides no protection against lawsuits.

Holding Company: Part of a double incorporation strategy. The sole purpose of a holding company is to own or control other companies. Said other companies typically are exposed to significant liability threats. For instance, many insurance companies use holding companies to suck off profits and limit lawsuit risks.

Joint Venture: A cooperative business effort between two or more parties. It is usually limited to a single business purpose and involves a sharing of responsibilities and revenues. For instance, a database programmer and web site designer might enter a joint venture to provide e-commerce solutions to businesses.

LLC – Limited Liability Company: A creation of state law in which one or more individuals form an entity providing the liability protection of a corporation, but the tax benefits of a partnership.

Limited Partnership: A partnership in which the business is managed by a general partner with limited partners supplying capital investment. The limited partners are prohibited from actively participating in the management of the partnership. In exchange, the limited partners liability is limited to the amount of their investment. In pursuing this business entity, the general partner is almost always a corporation.

Partnership by Estoppel: A partnership created by operation of law when two or more people pursue a business goal and hold themselves out to the public as such. This business entity is prevalent as it is the automatic designation for two people doing business who fail to take any steps to designate a business entity. In this entity, each partner is completely exposed to liability risks.

“S” Corporation: Similar to a C corporation, this entity provides solid asset protection for shareholders from business liabilities and debts. The primary difference is the entity can be taxed as a pass through entity and is limited to 75 shareholders.

Sole Proprietorship: A business owned and controlled by one person. The designation provides no protection from business liabilities. It is taxed on the persons personal tax returns on schedule C.

Each of the above entities provides certain advantages to a business owner. If you consider the particulars of your efforts, you should be able to get an idea of which one is best for you.

Business Entities A Quick Guide is a post from: Reference Education Center | FTP2009Istanbul.com

The length of a business contract depends on the number of clauses being mutually agreed upon. It may be of a single page or it may run into a dossier of several pages. Every business contract is legally binding and attracts relevant stamp duties. The general practice is to compose such business agreements in the presence of lawyers of all the parties involved.

The first page of a business contract usually contains the names and addresses of the signatories. A brief description of their jobs can be mentioned along with their names. The date of signing the contract is put up on the first page.

The next part of the contract is called the recitals. This is a very short description of the type of transaction the parties are going to enter into. It is usually no longer than a paragraph. After recitals follow the specifications, in which there is a detailed description of the job the parties are to undertake. This part may run into several pages and it contains a very succinct description of the exact job portfolio. It sometimes contains formulas, diagrams, sketches and graphs in order to better explain the nature of the job.

Payment comes in the next section. A very clear mention is made of the remuneration that one of the parties is to give to the other. Either the exact figure is mentioned, or at least the determining factors are outlined. If time is extremely relevant in the completion of the job, then the sentence Time is of the essence is included. Whatever the conditions regarding the payment may be, they are to be put down in the contract.

Apart from all this, there are several legal points covered. It is written in the contract which state jurisdiction will apply in case of a legal suit. Also, the tenure of validity of the contract is mentioned.

A business contract is a very delicate matter. It takes several deliberations between the associated parties along with the involvement of their lawyers to reach a final draft. There are sometimes several negotiations and amendments in the agreement, until it becomes satisfactory to all concerned. Only after mutual agreement are the signatures put down on the document. All concerned parties have to preserve a copy of the contract as long as it is valid.

Business Contracts is a post from: Reference Education Center | FTP2009Istanbul.com

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Best Solicitor Services is a post from: Reference Education Center | FTP2009Istanbul.com

Education

Education about the political process is crucial towards an understanding on how policy becomes law. Most of us know that at the National level of the United States, we have a President, a Vice President and staff that are supposed to work towards protecting the public interest. There are three governing branches in our democratic system; Executive (the President and staff), Judicial (Supreme Court) and the Legislative (Congress-the decision-makers on legislation/law). It is the legislative branch that will be the focus of this article. Education on the political processes of government will bring about the second most important thing you can do to make your voice heard on the potential passage of laws that will affect you.

Awareness

How did that law get passed and why didnt you know about it? It would be negligent not to mention that some proposed bills are worded and designed to confuse or hide the actual intent of the bill. Often, bills are routed through the House of Representatives and the Senate with the intention of sneaking the bill through towards being passed in an effort to keep it from gaining significant attention. Your education and awareness of policy will train you to read bills from a critical perspective. Every bill or proposed piece of legislation is available for reading by the public (both on the National and Local levels). Becoming aware of what a bill really intends to change and what its purposes are is up to you to critically analyze. It is our responsibility to educate ourselves and become aware. It is only then that we can take action.

Take Action

Lets talk about one example of a bill being proposed at the National level. Senate Bill, SA1379 has been introduced to require “certain dietary supplement manufacturers to report certain serious adverse events”. What does this REALLY say? What does this bill actually intend to do? What is its purpose? Education and awareness will take you into the text of this bill with knowledge and a critical eye. Then you can make an informed and responsible decision.

Becoming an advocate on any policy issue requires determination and passion. After education and analysis of any particular piece of legislation we can decide to accept the bill or reject it. If you accept or agree that a proposed bill should be enacted and made law you can sit back and let it run its due course. If, however, you reject a policy and find it unfair, objectionable or unjust, its time to take action.

Policy advocates take action in several ways. They can be individuals or groups. They either attempt to improve existing policy, establish new policy or make attempts to defeat existing policy. They act. No matter the effort, if you want to change laws, you will need some tips on how to create the change you wish to see implemented.

To become effective change advocates we must first understand that changing policy can often be extremely challenging and difficult work. You may encounter opposition at every turn. You may find very few others that support your position or values. On the other hand, there may be many people that want to join in your effort to change a policy or law. If you are truly passionate about an issue and believe it needs to be changed, the rewards of your efforts could be many. The most important thing to remember is that it takes only one person to start the process for change but you will need support. Lets talk about how you can begin.

After educating yourself on the actual bill you wish to challenge, having some general knowledge of how a bill becomes law will become just as important. The best place to begin is in understanding your own state/local legislative process.

* Find out who your senator and representatives are in your voting district

* Visit your state capitol.

* Spend a day at the capitol and watch the senate as they vote on proposed bills.

* Make an appointment to meet with your legislators, senator or representative to discuss your opposition or concern around a bill

* Never doubt your power as a voter

* Many states set up specific days for roundtables, discussions. Presentations around specific bills or issues. Find your passion, a bill that interests you and join in on the open forums.

Taking a day to familiarize yourself with the legislative process will guide you on how to effectively advocate for the bill or policy you want changed. Simply put, it will show you how things are done. It will arm you with the information you need to challenge what you believe to be right. There are other ways to safeguard your rights when it comes to policy.

* Keep your legislators addresses, emails, and phone numbers handy and communicate with them on a regular basis. Just a note: Some are saying that e-mail is becoming less effective. Legislators and public servants receive many e-mails on a daily basis; yours could get lost, ignored or easily overlooked in the avalanche.

* Look up your states legislative web page. A wealth of information is available there and most are user friendly. This resource is an educational tool loaded with what bills are currently being introduced in that legislative session, how to contact your representatives, the status on all bills currently being considered as well as some older ones from past sessions to name just a few.

While this is not an exhaustive and complete list of things you can do, it is a beginning. Becoming educated on the ways of law and rule making, staying aware of those bills that could affect you or your loved ones and taking action will insure you that you tried to do something. Sometimes all of the advocacy and action in the universe wont change policy but wouldnt it be fulfilling to know that you took some part in trying to effect a change? You took part in something you believe. You could, without knowing how huge the impact was going to be, have helped millions of your fellow Americans or state citizens. Take the time to know whats going on in the political process. It is your right to protect yourself from policy that could harm. Its our obligation to help others not to be harmed as well.

Becoming A Policy Advocate: How To Make Your Voice Heard On Laws That Effect You is a post from: Reference Education Center | FTP2009Istanbul.com

But the Internet still has its uses too. If anything, it gives you a place to start. Take Bay County public criminal records, for example. We all know that most states in the U.S. keep online databases of public criminal records which anyone can access. Florida is no exception. By state statute, the Florida Department of Law Enforcement is tasked to provide a criminal history information database that would serve as the state central repository of Bay County public criminal records and those from other counties, cities, towns, and municipalities. But the problem with the state database is that the Bay County public criminal records you find there deal mostly with convictions. And as we all know, not all Bay County public criminal records are necessarily records of convictions. So if youre looking to perform an exhaustive search of Bay County public criminal records, the state database shouldnt be your only source of information.

MyFloridaCounty.com Recorded Documents

This site is a free online archive of statewide official records. Here you can search for Bay County public criminal records of any private individual or business entity. Simply fill up the search form provided and then select which document type you want to search for. The good thing about this site is that it allows you to search for multiple document types so you can look for affidavits, certified copies of court judgment, court papers, release records, probate documents, et cetera.

BayCoClerk.com Bay County Clerk of Courts

If theres any one place you should check out for Bay County public criminal records of court filings, then this would be the site. Court records are excellent sources of information for your Bay County public criminal records search. Not only do they contain details of the crime in question, but they also contain other pieces of information that may be pertinent to your research, such as full name of the defendant, the prosecutor, the defense attorney, presiding judge, record of conviction, and the like.

Bay County Public Criminal Records For Resident Research is a post from: Reference Education Center | FTP2009Istanbul.com