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DIVIDENDS

BUSINESS INFORMATION FOR CLIENTS AND FRIENDS OF
 SHUMAKER, LOOP & KENDRICK, LLP

WINTER 2011

L3Cs:  New Kid on the Company Block

By:  Jack Santaniello

 

On August 3, 2010, North Carolina became the most recent state to recognize the L3C, a "low-profit limited liability company."  An L3C is a legal form of business entity created to bridge the gap between non-profit and for-profit investing by combining the financial advantages of the limited liability company (LLC) with the social advantages of a non-profit entity.  An L3C runs like a regular business and generates profits.  However, the primary focus of the L3C is not to make money, but to achieve socially beneficial objectives. 

 

The LLC is a hybrid entity which combines the limited liability aspects of a corporation with the pass-through tax aspects of a partnership.  Like a corporation, an LLC offers limited liability to its owners.  But, like a partnership, an LLC is not subject to two levels of tax.  Income or loss of an LLC flows to its owners and is reflected on the owners' tax returns.  An LLC is automatically treated as a partnership for tax purposes if it has two or more owners and is automatically disregarded as an entity separate from its owner for tax purposes if it has a single owner.  The owner(s) of the LLC must make an affirmative election (opt out) to treat the LLC as a corporation for tax purposes. 

 

Unlike the traditional LLC, the L3C must be formed to accomplish a charitable purpose in addition to a business purpose.  However, donations to an L3C are not deductible as a charitable contribution because the L3C is a for-profit entity. 

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Jack Santaniello is a partner in the corporate, franchising and intellectual property practice groups in the firm's Charlotte office.

                                                                                            

Business-owned life insurance:
Handle with care

 This article was originally published in the
November/December 2010 issue of The Estate Planner.

 

Business-owned life insurance (BOLI) serves a number of legitimate purposes, including succession and estate planning. A big advantage of using life insurance is that the proceeds typically are tax free. But there have been abuses, particularly by large companies that purchased insurance on the lives of lower-level employees, often without their knowledge. Indignation over these so-called "janitor policies" led Congress to add Section 101(j) to the Internal Revenue Code (IRC) as part of the Pension Protection Act of 2006 (PPA).

Even though this provision is intended to prevent abusive employment practices, it's broad enough to encompass life insurance used to fund a buy-sell agreement or for other estate planning purposes. So if your business owns or plans to purchase policies on the lives of key employees (including owners), it's critical to comply with Sec. 101(j) to avoid unintended - and potentially disastrous - tax consequences.  

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Santaniello

Joseph (Jack) Santaniello
First Citizens Bank Building

128 S. Tryon Street, Suite 1800
Charlotte, NC 28202-5013
Phone 704-375-0057 Ext. 2141
Fax  704-332-1197

[email protected]
www.slk-law.com 
Jack's Biography
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What is Franchising?

Is your Saturday morning any thing like mine?  Stopped by the coffee shop to pick up bagels.  Had the oil changed.  Gas for the car.  Dropped the dog off at the groomer.  Worked out at the gym.  Picked up some wiper blades.  Every one of these businesses is locally owned, but operated under a nationally recognized brand.  We commonly refer to them as "franchises."  But what makes a franchise a franchise?

 

Franchising is a method of marketing and distributing products and services.  Virtually one out of every $7.00 spent by Americans for goods and services is spent with a franchise operation.  Homes are cleaned, repaired, painted, carpeted, bought and sold through a variety of franchised businesses.  The car you are driving? You probably bought, serviced and fueled it by way of multiple franchises.  Franchised businesses today operate in more than 100 lines of goods and services, including health-care and fitness centers, employment agencies, hotels and motels, quick service restaurants, packing and shipping stores, real estate, automotive shops and many retail businesses. 

 

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Brian McMahon is a partner in the franchising, corporate and real estate practice groups in the firm's Toledo office.

 

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The contents of this Dividends newsletter are offered as general information only and are not intended for use as legal advice on specific matters.  IRS Circular 230 Notice: We are required to advise you no person or entity may use any tax advice in this communication or any attachment to (i) avoid any penalty under federal tax law or (ii) promote, market or recommend any purchase, investment or other action.