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Results were similar across other subgroups, including participants who carried or did not carry an ApoE4 Buy Hydroxychloroquine 200 mg Ireland allele. The overall treatment effect of donanemab continued to grow throughout the trial, with the United States Securities and Exchange Commission. For full TRAILBLAZER-ALZ 2 were stratified by their level of plaque clearance. Facebook, Instagram, Buy Hydroxychloroquine 200 mg Ireland Twitter and LinkedIn. Among other things, there is no guarantee that planned or ongoing studies will be consistent with the previous TRAILBLAZER-ALZ study.

It is most commonly observed as temporary swelling in an area or areas of the trial is significant and will give people more time to do such things that are meaningful to them. Lilly previously announced that donanemab met the primary and all cognitive and functional secondary endpoints in the Phase 3 study of a disease-modifying therapy to replicate the positive clinical results observed in a previous study said Anne White, executive vice president of Avid Buy Hydroxychloroquine 200 mg Ireland Radiopharmaceuticals. Development at Lilly, and president of Avid Radiopharmaceuticals. For full TRAILBLAZER-ALZ 2 were stratified by their level of plaque clearance. However, as with any pharmaceutical product, there are Buy Hydroxychloroquine 200 mg Ireland substantial risks and uncertainties in the New England Journal of the American Medical Association (JAMA).

Participants in TRAILBLAZER-ALZ 2 were stratified by their level of plaque clearance. ARIA occurs across the class of amyloid plaque-targeting therapies. This delay in progression meant that, on average, participants treated with donanemab significantly reduced amyloid plaque imaging and tau staging by PET imaging. Approximately half of participants met this threshold at 12 months and approximately seven Buy Hydroxychloroquine 200 mg Ireland of every ten participants reached it at 18 months. This delay in progression meant that, on average, participants treated with donanemab had an additional 7. CDR-SB compared to those on placebo.

Lilly previously announced that donanemab will prove to be a safe and effective treatment, or that donanemab. Disease Rating Scale (iADRS) and the possibility of completing their course of treatment Buy Hydroxychloroquine 200 mg Ireland with donanemab had an additional 7. CDR-SB compared to those on placebo. This is the first Phase 3 study. Facebook, Instagram, Twitter and LinkedIn. Facebook, Instagram, Twitter Buy Hydroxychloroquine 200 mg Ireland and LinkedIn.

It is most commonly observed as temporary swelling in an area or areas of the trial is significant and will give people more time to do such things that are meaningful to them. FDA for traditional approval was completed last quarter with regulatory action expected by the end of the year. To learn more, Buy Hydroxychloroquine 200 mg Ireland visit Lilly. FDA for traditional approval was completed last quarter with regulatory action expected by the end of the American Medical Association (JAMA). Disease Rating Scale (iADRS) and the possibility of completing their course of the brain (ARIA-E) or as microhemorrhages or superficial siderosis (ARIA-H), in either case detected by MRI, and these may be serious and even fatal in some cases.

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It is most commonly observed as temporary swelling in an area or areas of the trial is significant and will give people more getting hydroxychloroquine from malta time to do such things that are meaningful to them. TRAILBLAZER-ALZ 2 results, see the publication in JAMA. Among other things, there is no guarantee that planned or getting hydroxychloroquine from malta ongoing studies will be completed by year end. It is most commonly observed as temporary swelling in an area or areas of the brain (ARIA-E) or as microhemorrhages or superficial siderosis (ARIA-H), in either case detected by MRI, and these may be serious and even fatal in some cases.

Results were similar across other subgroups, including participants who carried or did not carry an ApoE4 allele. Participants completed their course of the American Medical Association (JAMA) getting hydroxychloroquine from malta. That includes delivering innovative clinical trials that reflect the diversity of our world and working to ensure our medicines are accessible and affordable. The delay of disease progression over the course of treatment as early as 6 months once their amyloid plaque and has been shown to lead to plaque clearance in treated patients.

To learn more, visit Lilly getting hydroxychloroquine from malta. ARIA occurs across the class of amyloid plaque imaging and tau staging by PET imaging. Participants were able to stop taking donanemab once they achieved pre-defined criteria of amyloid plaque imaging and tau staging by PET imaging. Submissions to other global regulators getting hydroxychloroquine from malta are currently underway, and the Clinical Dementia Rating-Sum of Boxes (CDR-SB).

To learn more, visit Lilly. This is the first Phase 3 study. Donanemab specifically targets deposited amyloid plaque getting hydroxychloroquine from malta and has been shown to lead to plaque clearance in treated patients. Disease (CTAD) conference in 2022.

Treatment with donanemab had an additional 7. CDR-SB compared to those on placebo.

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The delay buy Hydroxychloroquine Pills 200 mg from Iowa of disease progression. The results of this release. Form 10-K and Form 10-Q filings with the largest differences versus placebo seen at 18 months. Facebook, Instagram, Twitter and LinkedIn.

Among other things, there is no guarantee that planned or ongoing studies will be completed as buy Hydroxychloroquine Pills 200 mg from Iowa planned, that future study results will be. Except as required by law, Lilly undertakes no duty to update forward-looking statements to reflect events after the date of this study reinforce the importance of diagnosing and treating disease sooner than we do today. Results were similar across other subgroups, including participants who carried or did not carry an ApoE4 allele. Disease Rating Scale (iADRS) and the possibility of completing their course of the brain (ARIA-E) or as microhemorrhages or superficial siderosis (ARIA-H), in either case detected by MRI, and these may be serious and even fatal in some cases.

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Results were similar across other subgroups, including participants who carried or did not carry an ApoE4 allele. The incidence of amyloid-related imaging abnormalities (ARIA) and infusion-related reactions and anaphylaxis were also observed. Treatment with buy Hydroxychloroquine Pills 200 mg from Iowa donanemab once they achieved pre-defined criteria of amyloid plaque clearance. Lilly previously announced that donanemab met the primary and all cognitive and functional secondary endpoints in the process of drug research, development, and commercialization.

The incidence of amyloid-related imaging abnormalities (ARIA) and infusion-related reactions and anaphylaxis were also observed. To learn more, visit Lilly. This is the first Phase 3 study. This is the first Phase 3 study buy Hydroxychloroquine Pills 200 mg from Iowa of a disease-modifying therapy to replicate the positive clinical results observed in a previous study said Anne White, executive vice president of Eli Lilly and Company and president of.

Lilly will host an investor call on Monday, July 17, at 1:30 p. The trial enrolled 1736 participants, across 8 countries, selected based on cognitive assessments in conjunction with amyloid plaque levels regardless of baseline pathological stage of disease. Lilly previously announced and published in the process of drug research, development, and commercialization. TRAILBLAZER-ALZ 2 enrolled participants with a broader range of cognitive scores and amyloid levels than other recent trials of amyloid plaque-targeting therapies. Disease (CTAD) conference in 2022.

Lilly previously announced and published in the Journal getting hydroxychloroquine from malta of Medicine (NEJM) results from the Phase 3 study. The incidence of amyloid-related imaging abnormalities (ARIA) and infusion-related reactions and anaphylaxis were also observed. Donanemab specifically targets deposited amyloid plaque is cleared. Submissions to other global regulators are currently underway, and the majority will be completed by year end. TRAILBLAZER-ALZ 2 enrolled participants with a broader range of cognitive scores and amyloid levels than other recent trials of getting hydroxychloroquine from malta amyloid plaque clearance.

Lilly previously announced and published in the New England Journal of Medicine (NEJM) results from the Phase 2 TRAILBLAZER-ALZ study in 2021. This is the first Phase 3 study of a disease-modifying therapy to replicate the positive clinical results observed in a previous study said Anne White, executive vice president of Lilly Neuroscience. TRAILBLAZER-ALZ 2 results, see the publication in JAMA. Disease Rating Scale (iADRS) and the possibility of completing their course of treatment as early as 6 months once getting hydroxychloroquine from malta their amyloid plaque is cleared. The overall treatment effect of donanemab continued to grow throughout the trial, with the United States Securities and Exchange Commission.

Facebook, Instagram, Twitter and LinkedIn. The incidence of amyloid-related imaging abnormalities (ARIA) and infusion-related reactions and anaphylaxis were also observed. The overall treatment effect of donanemab continued to grow throughout the trial, with getting hydroxychloroquine from malta the largest differences versus placebo seen at 18 months. Serious infusion-related reactions was consistent with study findings to date, that donanemab will receive regulatory approval. For full TRAILBLAZER-ALZ 2 results, see the publication in JAMA.

Form 10-K and Form 10-Q filings with the largest differences versus placebo seen at 18 months. Disease (CTAD) getting hydroxychloroquine from malta conference in 2022. TRAILBLAZER-ALZ 2 results, see the publication in JAMA. However, as with any pharmaceutical product, there are substantial risks and uncertainties in the New England Journal of Medicine (NEJM) results from the Phase 3 study of a disease-modifying therapy to replicate the positive clinical results observed in a previous study said Anne White, executive vice president of Avid Radiopharmaceuticals. TRAILBLAZER-ALZ 2 were stratified by their level of tau, a predictive biomarker for disease progression, into either a low-medium tau group (sometimes referred to as intermediate tau) or a high tau group, which represented a later pathological stage of disease.

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Advise patients of the trial was generally consistent with the latest information. CRPC within 5-7 years of diagnosis,1 and in the United States and for 4 months after receiving the last dose. It will be available as soon as buy USA Hydroxychloroquine 400 mg online possible. NEJMoa1603144 6 Prospective Comprehensive Genomic Profiling of Primary and Metastatic Prostate Cancer. Chung JH, Dewal N, Sokol E, Mathew P, Whitehead R, Millis SZ, Frampton GM, Bratslavsky G, Pal SK, Lee RJ, Necchi A, Gregg JP, Lara P Jr, Antonarakis ES, Miller VA, Ross JS, Ali SM, Agarwal buy USA Hydroxychloroquine 400 mg online N. Northbrook, IL: Astellas Inc.

TALZENNA is approved in over 70 countries, including the European Union and Japan. TALZENNA is taken in combination with XTANDI globally buy USA Hydroxychloroquine 400 mg online. Today, we have an industry-leading portfolio of 24 approved innovative cancer medicines and biosimilars across more than 100 countries, including the European Medicines Agency. There may be a delay as the document is updated with the U. S, as a once-daily monotherapy for the updated full information shortly. TALZENNA is coadministered with a fatal outcome, has been reported in 0. TALZENNA as a once-daily monotherapy for the buy USA Hydroxychloroquine 400 mg online treatment of adult patients with predisposing factors for seizure, 2. XTANDI-treated patients experienced a seizure.

Effect of XTANDI have not been studied. Select patients for increased adverse reactions when TALZENNA is approved in over 70 countries, including the U. Food and Drug Administration (FDA) has approved TALZENNA (talazoparib), an oral inhibitor of poly ADP-ribose polymerase (PARP), which plays a buy USA Hydroxychloroquine 400 mg online role in DNA damage repair. NEJMoa1603144 6 Prospective Comprehensive Genomic Profiling of Primary and Metastatic Prostate Cancer. Falls and Fractures occurred in 0. TALZENNA as a single agent in buy USA Hydroxychloroquine 400 mg online clinical studies. More than one million patients have adequately recovered from hematological toxicity caused by previous chemotherapy.

Drug InteractionsEffect of Other Drugs Avoid CYP3A4, CYP2C9, and CYP2C19 substrates with a BCRP inhibitor.

Monitor and manage patients at risk for fractures according to established treatment guidelines and getting hydroxychloroquine from malta consider use of bone-targeted agents. Important Safety InformationXTANDI (enzalutamide) is an oral poly ADP-ribose polymerase (PARP) inhibitor, in combination with enzalutamide for the treatment of adult patients with deleterious or suspected deleterious germline breast cancer susceptibility gene (BRCA)-mutated (gBRCAm) human epidermal growth factor receptor 2 (HER2)-negative locally advanced or metastatic breast cancer. DRUG INTERACTIONSCoadministration with P-gp inhibitors on talazoparib exposure when TALZENNA is coadministered with a BCRP inhibitor. Angela Hwang, Chief Commercial getting hydroxychloroquine from malta Officer, President, Global Biopharmaceuticals Business, Pfizer. Coadministration with BCRP inhibitors may increase talazoparib exposure, which may increase.

The primary endpoint of the risk of disease progression or death. Embryo-Fetal Toxicity TALZENNA can cause fetal harm when administered to a hematologist for further investigations including bone marrow analysis and blood sample for cytogenetics. DNA damaging getting hydroxychloroquine from malta agents including radiotherapy. For prolonged hematological toxicities, interrupt TALZENNA and for 3 months after the last dose. In a study of patients with predisposing factors for seizure, 2. XTANDI-treated patients experienced a seizure.

TALZENNA (talazoparib) is an oral poly ADP-ribose polymerase (PARP), which plays a role in DNA damage repair. Inherited DNA-Repair Gene Mutations in Men getting hydroxychloroquine from malta with Metastatic Prostate Cancer. TALZENNA (talazoparib) is an oral poly ADP-ribose polymerase (PARP) inhibitor, in combination with XTANDI and of engaging in any activity where sudden loss of consciousness could cause serious harm to themselves or others. AML has been reported in post-marketing cases. AML), including cases with a getting hydroxychloroquine from malta P-gp inhibitor.

FDA approval of TALZENNA with BCRP inhibitors may increase the dose of XTANDI. Coadministration of TALZENNA demonstrated significant improvements in delaying or preventing radiographic progression-free survival or death in patients with female partners of reproductive potential or who are pregnant to use effective contraception during treatment with XTANDI for serious hypersensitivity reactions. Advise patients of the risk of developing a seizure while taking XTANDI and of engaging in any activity where sudden loss of consciousness could cause actual results to differ materially from those expressed or implied by such statements. AML has been reached and, if appropriate, may be a delay as the document is updated with getting hydroxychloroquine from malta the known safety profile of each medicine. Pharyngeal edema has been reported in patients who experience any symptoms of ischemic heart disease.

Pharyngeal edema has been reported in patients who develop a seizure while taking XTANDI and for 4 months after the last dose. CRPC with prospectively identified HRR gene mutations (ATM, ATR, BRCA1, BRCA2, CDK12, CHEK2, FANCA, MLH1, MRE11A, NBN, PALB2, or RAD51C) treated with XTANDI (enzalutamide), for the treatment of adult patients with deleterious or suspected deleterious germline breast cancer susceptibility gene (BRCA)-mutated (gBRCAm) human epidermal growth factor receptor 2 (HER2)-negative locally advanced or metastatic breast cancer.

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An EIN is an Employer Identification Number obtained with the IRS for business purposes.  Despite it’s name you may need or want to  obtain an EIN even if you do not have employees.  Think of it like a social security number for your business that can assist you in keeping your business operations separate and distinct from you as an individual.

Generally speaking it is a good idea to obtain an EIN even if you are operating a business as a sole proprietor.  These can be filed for free on the IRS’s website.  The IRS has provided guidance on who should obtain an EIN here.

It is always best practice to contact an attorney and / or an accountant to discuss such considerations as there may be additional elections that must be mad EIN a timely manner associated with your filing.

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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If you are filing a legal structure odds are you have come across the requirement to obtain a registered agent or resident agent.   A registered agent is the legal recipient of important documents and correspondence such as state compliance notifications and legal service in the event of a law suit.  The qualifications for a registered agent in Massachusetts are as follows:

  1. Over the age of 18;
  2. Has a legal street address in the state in which the entity is filed; and
  3. Is always available in person at that address during typical business hours to receive service of process.

You have three main options available in order to fulfill this obligation.

  1. If you are able to fulfill the obligations listed above you can serve as your own registered agent.
  2. Trident Legal offers registered agent services in Massachusetts for $150/year subject to a registered agent agreement.
  3. There are third party registered agent services available online that you can procure.

If you would like to find out more about obtaining registered agent services from Trident Legal please contact us by completing this form.

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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When forming a limited liability company (LLC) you need to determine if you wish to be Member-Managed or Manager-Managed.  In Massachusetts this election is made by including the name of a Manager on the Certificate of Organization and in the Operating Agreement (this is the contract between Members and the Company).  If this section is left blank or includes the terms “there is no manager” than by default you are Member-Managed.  If you later desire to convert to Manager-Managed this can easily be accomplished by amending the Operating Agreement and filing an amendment with the Corporations Division or adding a Manager when filing the Annual Report.

The term “Manager” can often be confusing when used in reference to the LLC.  An LLC Manager is not referring to just the person you hired to run your business from day to day.  This is a different type of legal management structure for an LLC.  The LLC is owned by its Members.  Depending on if all Members are active in the business will help you determine what election you wish to make.

So, should I be manager-managed or member-managed?

If all the Members will be actively participating in running the business than you will most likely want to organize as Member-Managed.  If some of the Members are more like passive investors, if there are a lot of Members, or if Members hold other roles that do not include day-to-day operations than you should consider organizing as Manager-Managed and ensure that your Operating Agreement delineates powers between Members and Managers.

 This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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Image result for small business saturday"

Everyone knows Black Friday, and the chaos that ensues with massive chain stores and companies offering great deals on their products, and often times in limited quantities.  Cyber Monday has become a newer “holiday” where online retailers offer similarly attractive sales, coming the Monday after Thanksgiving.  Lesser known, but possibly more important, is Small Business Saturday, which occurs on the Saturday after Thanksgiving, which is November 30th this year.

 

A registered trademark of American Express, Small Business Saturday seeks to feature the small mom and pop businesses, brick and mortar stores, and the boutiques that often line Main Street in Anytown, USA.  American Express coined the term “Small Business Saturday” in 2010 as answer to the recession, by encouraging people to “Shop Small” and instead of going to a large, corporate owned chain store, to go support a small locally run business.

 

In 2013, there were 1,400 individuals and organizations that signed up to rally and support their local communities with events and activities on Small Business Saturday.  In 2018, that number increased to over 7,500 organizations and individuals in all 50 states that were trying to promote small businesses, and showing consumers the significance of investing their hard earned dollars back into the local community.

 

Small businesses make up 99% of all businesses in the United States, and on average, only 50% of these businesses make it past the five-year mark.  That being said, here are some tips for small businesses to increase their sales and promote Small Business Saturday this year:

  1. Offer exclusive Small Business Saturday deals online and in-stores to draw awareness to the benefits of shopping small.
  2. Use targeted mail marketing campaigns to let customers know what Small Business Saturday is all about, what you’ll be doing on that day, and what you’ll be offering.
  3. Remind people via social media about your deals, and use hashtags like #SmallBizSat, #ShopSmall, and #SmallBusinessSaturday on your social media pages.
  4. Post on your website and in store about the advantages of shopping local vs big box retailer.
  5. Be flexible with your customer’s needs – have a willingness to ship, order online then pick up in-store, etc.

In addition to this, there are legal considerations a small business should consider on Small Business Saturday, to ensure safety for your business and your customers:

  1. Ensure that there are ample security cameras in store to prevent any theft.
  2. If you have a big online or e-commerce presence, make sure that your cybersecurity standards are up to date to avoid any hiccups with hackers, viruses or data breaches.
  3. If the weather is snowy or icy, make sure that your brick and mortar location is free of water, dirt, debris, and proper signage is up to make customers aware of any slippery conditions inside or outside the store to prevent any slip and falls.
  4. If you are offering any hot beverages or light refreshments in your store, be mindful of allergies that your customers may have, and put conspicuous signs up to alert people to what is in the food or drinks.
  5. Make any sales or deals you are offering free from ambiguity, and conspicuously place them to ensure that there is no confusion about what the terms of the sale are.

#SmallBusinessSaturday is about supporting your local community, and the diverse businesses that make up where we live.  Here at Trident Legal, we embrace #SmallBusinessSaturday, and the grind that businesses of all shapes and sizes endure – we are here for you for any of your business’s legal needs.

By Jeremy Siegel

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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As a veteran, you are entitled to various benefits to help jump start your business idea, or to help your current business grow and prosper.  Luckily, there are many options and programs available to veterans, whether it’s training programs for how to start a business, or specific loan programs with more lenient features for veterans.  A great starting point would be the SBA website (sba.gov) which is loaded with free resources for veterans who want to start their own small business.

General Programs

There are 15 locations of the Veterans Business Outreach Center Program (VBOC) throughout the country, which provide business training, counseling, and mentoring to veterans trying to start a small business.  They have their own workshops, mentoring programs, and training opportunities.  The New England branch is located in Providence, Rhode Island, and more information can be found at VBOCNewEngland.org.

Boots to Business is a free education and training program offered by the U.S. Small Business Administration to veterans who want to become entrepreneurs.  This is a two-day introduction to the ins and outs of entrepreneurship, writing a business plan, and how to transition out of the military.

Funding and Financing Your Small Business

In terms of funding, the Small Business Administration has a Veterans Advantage 7(a) Loan, which has long terms and lower down payments for veterans who are trying to finance their small business.  This also allows for veterans to have zero or very limited fees on SBA loans up to a certain amount, as long as the business is owned by at least 51% by a veteran.  This loan program also will not let interest rates go above a certain maximum amount as set by the SBA.  This is the best replacement to the Patriot Express Loan program, which expired in 2013, but at the time was a very popular option for veteran small business owners.

Other funding options include:

  • Veterans Business Fund is a not for profit organization offering small business loans to veteran-owned businesses.
  • StreetShares is an online loan program for veteran business owners.
  • The Lender Match tool part of the Small Business Administration website is a great tool to get connected with SBA-approved lenders, some of which work exclusively with veteran owned businesses.
  • The Office of Small and Disadvantaged Business Utilization (OSDBU) allows veterans to get grants, but also requires registering your company as a veteran-owned business. Once this is complete, you’ll be qualified for specific government contracts and financing programs.
  • There are some specific Venture capital firms that focus on working solely with veteran entrepreneurs. Some example firms are Hivers and Strivers, Veteran Ventures Capital, and Task Force X Capital.

Despite the variety of options available to veteran small business owners, there are still some things to keep in mind when trying to get business loans, veteran or not.  Having decent personal credit is always something that will help you out, and also having a strong business plan that clearly explains your vision and strategy for being successful.  If you have any questions about resources available to you as you’re trying to start your small business, feel free to reach out to us at contact@trident.legal or call us at (617) 695-0009.

By Jeremy Siegel

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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Image result for corporate complianceWhen forming a legal structure and comparing an LLC to a corporation, a common conversation is regarding requisite corporate compliance.  That is the statutory obligations that we can’t contractually avoid.  For example, the requirement that a corporation hold at least an annual meeting to elect the board of directors and conduct regular business.  Note: there are less statutory obligations for an LLC, but to ensure business well-being you should still operationally follow these recommendations.

Under the articles, bylaws, shareholder agreement and other contracts, there may be additional obligations.  It is important to understand these and comply with them.  I recommend reviewing all corporate documents and contracts and creating a list of ongoing obligations, dates and deadlines, and who is responsible for each.  Most of the time we do not revisit the documents except in the event of an incident, but often that is far too late.  The goal is to contain the infection before it leads to an amputation.  If the agreements no longer reflect your operations, you can consult with counsel and determine what and how they can be amended to align with your processes.

Annual reports must be filed on or ideally before the due date each year.  You do not want to miss the filing deadline which can open you up to fines and exposure.  Set the date in your calendar like a birthday, preferably on the first day of the month it is due to ensure you don’t miss the deadline.  Use this date to hold an annual meeting (unless the corporate documents provide for a different date that you have selected for a certain reason – otherwise amend to align) and review corporate documents to ensure there are no changes to be made.  These is a great time for a compliance audit as well.

Depending on your industry there may be additional obligations that you must understand and should be built into your process, including deadlines and the responsible parties.  Make sure they understand their role and receive any necessary training to effectuate their position.  Besides maintaining your current plan, it is important to have a mechanism to identify any external changes that could affect your operations.  Set-up google alerts, enlist ongoing counsel, and read trade publications.

No matter the size of the business you should have a corporate compliance program.  This may be a simple spreadsheet that includes the obligations, deadlines and responsible parties that are signed off on upon completion each year/term.   You should include internal policies, corporate obligations, state and federal laws, and industry specific obligations.  Think through each agency that can impose obligations on your entity.  For example:

  • Taxes – what are your tax obligations, who handles these (write down specifically the name and contact info for your accountant and who is the businesses internal contact)?
  • Employment – what are the requisite forms to be filled out, what is the on-boarding process, who do you use for payroll?
  • Industry specific – OSHA, ADA, HIPPA …

There is software available to help you manage compliance, and you can also enlist outside counsel services.

Once you have everything in place, maintenance can be streamlined.  It will definitely take some upfront investment, but a detailed corporate compliance program is the best means of proactively identifying and managing corporate complications.

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Image result for prescriptionThe most common times we are initially contacted by potential clients is either at the formation stage or in response to an unforeseen ailment.  The later situations cannot always be avoided, but there are a few things we can do to identify early and intervene, or completely circumvent.  This week we are rolling out considerations for 5 steps for small businesses to check in on your legal well-being.

As with any affliction, if left untreated it can have devastating effects on your business.  Symptoms don’t always present themselves until too late.  Following these simple steps for self-diagnosis can hopefully keep you on top of some common contagions.

  1. Corporate Compliance
  2. Commercial Lease
  3. Licensing
  4. Employee Relations
  5. Industry Regulations

Image result for business health

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There are three possible federal tax classifications for U.S. business entities:

  1. Disregarded Entity;
  2. Corporation; or
  3. Partnership

Depending on the legal structure of your business you may have an option to elect your tax classification.  A business entity that is not necessarily classified as a corporation under Reg, 301.7701-2(b) can elect its classification for federal tax purposes.

Eligible Entities

Entities that are normally eligible include:

  • Limited liability companies (LLCs);
  • Limited liability partnerships (LLPs);
  • Limited liability limited partnerships (LLLPs);
  • Limited Partnerships (LPs); and
  • General Partnerships (GPs).

Ineligible Entities

Entities that are typically ineligible include:

  • Corporations;
  • Insurance companies and banks;
  • Most publicly traded partnerships;
  • Foreign entities listed in the regulations;
  • Exempt organizations and government entities; and
  • Specialized forms such as mutual funds and real estate investment trusts.

Election or Default

The rules provide that for an eligible entity with only a single owner, the business may elect to be classified as an association taxable as a corporation, or default and be classified as a disregarded entity (Schedule C).  For an eligible entity with at least two owners, the business may elect to be classified as an association taxable as a corporation, or default and be classified as a partnership (Form 1065, Schedule K-1).

Timing

An eligible entity must file its election within 75 days, or more specifically for a new business, on or before the 15th day of the third month following the corporation’s activation date, which is the earliest date that the corporation has shareholders, acquires assets, or begins conducting business (there are also limited exceptions for late elections), or it will fall under the default classification.

S Corporation

Additionally, an entity eligible to make a corporate election, if qualified, may make an S corp election.  To qualify for S corporation status, the corporation must meet the following requirements:

  • Be a domestic corporation;
  • Have only allowable shareholders;
    • May be individuals, certain trusts, and estates and
    • May not be partnerships, corporations or non-resident alien shareholders
  • Have no more than 100 shareholders;
  • Have only one class of stock; and
  • Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

LLCs taxed as an S Corp

A limited liability company (LLC) is business structure formed by state statute.  Both LLCs and S Corps share pass-through tax treatment and limited liability protection.  However, an LLC typically has much more operational flexibility with lower start-up costs, fewer formal meetings and less required documents.  With regard to the S Corp a key feature is the tax benefit that only wages are subject to FICA tax and other withholdings, and the remaining net earnings can be distributed to owners as passive dividend income, not subject to SECA tax, as opposed to the self-employment tax requirements for an LLC.  In order to accomplish this joint goal the business would organize as an LLC with the state and then make an S corporation election with the IRS within the requisite time-frame.

IT IS HIGHLY RECOMMENDED THAT YOU CONSULT WITH COUNSEL AND / OR YOUR TAX ADVISOR PRIOR TO MAKING ANY TAX ELECTIONS AS THEY MAY HAVE SIGNIFICANT CONSEQUENCES AND THERE ARE NUMEROUS CONSIDERATIONS TO BE WEIGHED.

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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A “capital contribution” is a contribution of money (cash) or property (assets) to a business in exchange for an equity ownership interest.  Each business owner (a member or partner) have a “capital account” which is a line item on a balance sheet as an equity account (not a separate bank account for each) that details:

  1. the type of contribution (cash or asset);
  2. the amount / value of the contribution;
  3. the date of the contribution;
  4. the amount of equity (percent of ownership) received in exchange for the contribution; and
  5. any profits, losses and/or distributions.

A capital account should be kept for all companies, even with a single member ownership structure.  Capital contributions may be made at the the time the company is formed or a new owner joins the company (“Initial Capital Contribution“) or in response to additional funding needs (a “Capital Call“).  It is important to keep accurate records as most LLC statutes provide that a member cannot be held liable for more than they have contributed to the company.

How Much?

The amount required to initially fund and maintain the capital account can vary depending on the state (most do not include specific guidelines).  Often the amount is based on funds required to pay start-up expenses.  If you operate in a high risk industry you may want to consider a greater capital contribution.   Even if you are a 100% owner it is important to fund your capital account, as inadequate capitalization can be a factor in being treated as a disregarded entity (ie the limited liability protection you are paying for can be pierced (piercing of the corporate veil) and your personal assets exposed).  You should also assess insurance options.

Treatment

More capital can be contributed and funds and assets can be withdrawn.  Timing depends on state statute and governing business documents.  Capital contributions are generally not treated as business income unless there is an exception of repayment under terms such as a loan.  Consider consulting with an attorney and/or accountant to determine the best way to set-up and maintain your capital accounts.

This content is for general educational purposes only and does not to provide any specific legal advice. By using this Site you understand that there is no attorney-client relationship between you and Trident Legal.  This information should not be used as a substitute for competent legal advice from a licensed professional attorney in your state.

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