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Lunch & Learn Seminar - 

 

"The 10 Most Common Errors in Employee Handbooks"

Wednesday, December 5

Sumo Sushi Restaurant
1490 East Daily Drive
Camarillo, CA  93010

Check-In & Lunch: 11:45 a.m.
Program: 12:00 a.m. - 1:00 a.m.

Space is limited.  Click here to register online or contact Tawnee Pena at (805) 764-6370 or by email at tpena@rstlegal.com.  

 

Avoid Piercing the Corporate Veil
How to Avoid Piercing the Corporate Veil

By Roy Schneider
, Esq.

Many business owners establish corporations to shield themselves from personal liability for business debts and protect their personal assets from creditors of the company. When established and maintained properly, a corporation is treated under the law as an independent entity, with many of the rights afforded to individuals. Such rights include the ability to own and transfer property, enter into contracts, obtain funding and to initiate legal action. A corporation is a separate, distinct entity, apart from its shareholders; as a result, only the corporation's assets can be seized to pay judgments or satisfy other debts owed by the company.

 

However, the liability protection afforded by the corporate business structure is only available if the integrity of the corporation as a separate entity is respected by the courts and taxing authorities. Certain corporate formalities must be observed in order to preserve the corporation's status as a separate entity apart from its owners. Failure to comply with these requirements may permit creditors to "pierce the corporate veil" and seek payment from the individual shareholders directly. To ensure the corporate veil remains intact, the corporation must act like a separate and distinct entity, and the shareholders must treat it as such. If certain corporate formalities are not consistently observed, a court may find that the corporation is merely an "alter ego" of the individual owner(s), and the corporate structure may be "disregarded". When this occurs, the corporate veil is pierced and the individual shareholders can be held personally liable for the debts of the company.

 

Formalities that must be observed in order to preserve the integrity of the corporation and ensure the protection afforded by the corporate veil remains intact include:

 

Corporate Records
The corporation's financial and corporate records must be documented. Most states also require that the shareholders and the directors meet at least once per year. A record of these meetings, in the form of minutes or written resolutions must be properly executed and maintained by the company.


 

Click here to read more. 

Negotiating a Commercial Lease
Negotiating a Commercial Lease? Be Sure to Address These Issues
 

By Sarah Maria Dreisbach
, Esq.

When it comes time for your business to move into a new commercial space, make sure you consider the terms of your lease agreement from both business and legal perspectives.  While there are some common terms and clauses in many commercial leases, many landlords and property managers incorporate complicated and sometimes unusual terms and conditions.   As you review your commercial lease, pay special attention to the following issues which can greatly affect your legal rights and obligations:

 

The Lease Commencement Date
Commercial leases typically will provide a rent commencement date, which may be the same as the lease commencement date. Or not. If the landlord is performing improvements to ready the space for your arrival, a specific date for the commencement of rent payments could become a problem if that date arrives and you do not yet have possession of the premises because the landlord's contractors are still working in your space. Nobody wants to be on the hook for rent payments for a space that cannot yet be occupied. A better approach is to avoid including in the lease a specific date for commencement, and instead state that the commencement date will be the date the landlord actually delivers possession of the premises to you. Alternatively, you can negotiate a provision that triggers penalties for the landlord or additional benefits for you, should the property not be available to you on the rent commencement date.

 

Lease Renewals
Your initial lease term will likely be a period of three to five years, or perhaps longer. Locking in long terms benefits the landlord, but can be off-putting for a tenant. Instead, you may be able to negotiate a shorter initial term, with the option to extend at a later date.  This will afford you the right, but not the obligation to continue with the lease for an additional period of years.   Be sure that any notice required to terminate the lease or exercise your option to extend at the end of the initial lease term is clear and not subject to an unfavorable interpretation.

 

Click here to read more. 

Bankruptcy and Its Impact on Your Children
Bankruptcy and Its Impact on Your Children

By Rennee R. Dehesa, Esq.


Filing for bankruptcy often represents the last gasp following a period of mounting stress and emotional turmoil. If you have reached the point of seeking relief in bankruptcy court, you have probably investigated and exhausted every available option to keep your finances intact.  In addition to financial considerations, you should carefully think through how filing bankruptcy will affect your children.

 

Who Owns What?
The line between your assets and your child's assets can become blurred in the context of your bankruptcy case. If you established a bank account for your child, but did not take the necessary steps to set it up correctly, it may not be protected from creditors during your bankruptcy because the money in that account may be deemed your money and not your child's. Parents typically encounter this problem if the account was established only in the parents' names, and not the child's name, or if the parents have used the account to pay their own bills. To protect your children's account from your bankruptcy, the account should be established under the Uniform Gifts to Minors Act or the Uniform Transfers to Minors Act.

 

Please add us to your address book so you can continue to receive our monthly newsletter which will contain articles, our calendar of events and other announcements.  We look forward to seeing you at an event soon!

Sincerely,
Tawnee
Tawnee N. Pena  

Tawnee N. Pena
Marketing & Client Relations Director
Schneiders & Associates, L.L.P.
(805) 764-6370

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Roy Schneider will be a speaker for the National Business Institute's (NBI) program on -

"Tax Exempt Organizations from Start to Finish"

One-Day Live Seminar

2 dates and locations to choose from


PASADENA, CA
DECEMBER 10

ORANGE, CA
DECEMBER, 11

NBI Provides
 Continuing Legal Education for Professionals


Credit info:
CLE - 6.75
CPE - 8.0

www.nbi-sems.com
Stay Tuned! We will be announcing in the next Newsletter and our Website information regarding our 2013 Annual Employment Law Update Seminar coming in January.
Schneiders & Associates, L.L.P. | info@rstlegal.com | http://www.rstlegal.com,




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