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Firm News
Protect Yourself from Personal Liability
Tax Facts
Estate Planning
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On January 15, 2010, Ciesla & Ciesla, P.C. presented oral argument in front of the Seventh Circuit Court of Appeals in the federal case of Janiga v. Questar.  E. Michael Ciesla argued the case on behalf of Ciesla & Ciesla client Alfred Janiga with Steven M. Cloh and Kathryn L. Ciesla second chairing the argument.  At issue is whether a contract exists when a person signs a signature line to a document but does not have the opportunity to review or receive copies of the document.  A ruling is not expected for a few months.

 
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Many employers offer executives reimbursement for estate and tax planning preparation services. 
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Newsletter, Winter, 2010
Protect Yourself from Personal Liability
 
MikeIndividuals often believe that since they have a corporation or limited liability company, they are immune from any personal liability arising from the business.  However, there are many cases where courts have imposed liability on shareholders when the company does not follow corporate formalities.  Consider some of these steps:    
  • Hold director and shareholder meetings at least annually (and for any major action of the corporation) and keep minutes of such meetings in the company's corporate book. 
  • Make sure the company is adequately capitalized.
  • Make sure the corporations' books and records (accounting records and corporate records) are current.
  • Have an updated list of the current shareholders in the corporate book, including names, addresses and telephone numbers.
  • Make sure stock certificates have been issued to all owners of record. 
  • All directors must be actively engaged in making decisions for the company.
  • The company must have its own bank account separate and apart from any officer, director or shareholder.
  • Any reimbursement requests from a director or shareholder must be supported by proper documentation.
  • Make sure all transactions between the company and any of its directors or shareholders are at arms-length so as to avoid any improper gain.
While the list is not all-encompassing, it is meant to give business owners thoughts on what courts consider when deciding whether to look through the corporation and to the owners for liability.
 
Quick Tax Facts
 
Mike
2010 Mileage.  The standard mileage rate for business related driving is $0.50 per mile for 2010 which is down a nickel from last year.  The IRS reasons that the lowering of the rate is due to lower gas prices.
 

 

New Penalties for Late Filers.  Make sure you have your corporate tax returns filed timely - they are due March 15.  S-corporations and partnerships filing late now face penalties of $195.00 per owner/partner per month for up to 12 months versus the old penalty of $89.00.

Changes to the Federal Estate Tax
 
people sky2010 begins with Congress allowing the federal estate tax and federal generation-skipping tax to lapse for 2010.  Even though such lapses would seem to mean that estates of persons passing away in 2010 are fully exempt from federal tax, do not expect Congress to allow such event from occurring.  It is expected that Congress will reinstitute estate and generation-skipping tax laws to be applied retroactively for all of 2010.  Given the change in voting power in the Senate, it is expected that there will be a push for a higher estate tax exemption ($3.5 million for 2009) and lower tax rate (45% for 2009).  However, such numbers are not assured, especially in light of the horse trading that will surely transpire in response to the health care bill.  Given the current climate of uncertainty in Washington, DC, it is as important as ever to ensure that everyone with a taxable estate has estate planning in place to eliminate any risk involved with estate tax and generation skipping tax.  If you have any questions or concerns about your estate or the tax implications in these uncertain times, contact any of our attorneys.
 
This Newsletter and the articles herein should not be construed as legal advice or a legal opinion under any specific facts or circumstances.  The contents are intended for general purposes only.