Prepared an amended and restated operating agreement between equal owners of an Arizona limited liability company. DeAngelis Legal reviewed and evaluated owners’ objectives and prepared a compressive operating agreement that incorporated the new LLC law which applies to existing entities as of September 1, 2020. For more on the new law see https://www.deangelislegal.com/arizonas-new-llc-act/ The operating agreement [...]
DeAngelis Legal dissolved several entities that had either sold their assets or had terminated their business operations. Taking the time to formally and correctly terminate the entity with the Arizona Corporation Commission reduces the risk of identity fraud and accelerates the statute of limitations so future claims are barred. DeAngelis Legal advised the owners on [...]
DeAngelis Legal formed several new entities from standard real estate holding companies to entities created to capitalize on opportunities caused by the COVID-19 outbreak. DeAngelis Legal assisted the clients in identifying the correct entity, including the clients' perspectives on privacy, liability protection, complexity and income tax preferences. DeAngelis Legal prepared the formation documents including articles [...]
Represented several clients with the formal dissolution of their closely held entities. A dentist, an anesthesiologist and a real estate investor all had wound down their operations and chose to formally dissolve their entities with the corporation commission to cut off future creditors. DeAngelis Legal assisted each client with the preparation of a plan of [...]
Like poppies blooming in the desert after a wet winter, limited liability companies (LLCs) are everywhere and Arizona’s new LLC Act affects all of them as well as their owners and managers. Arizona’s new LLC Act is based on the Revised Uniform Limited Liability Company Act (RULLCA) endorsed by the Uniform Laws Commission. The new [...]
Represented beneficiary with choice of entity and capitalization issues. Beneficiary desired to open a new branch of the family business. DeAngelis Legal assisted beneficiary with reviewing her alternatives and selecting appropriate type of entity, drafted the formation documents and formed the entity. DeAngelis Legal also assisted beneficiary with capitalization of the business and prepared the [...]
Created several new limited liability companies (LLCs). DeAngelis Legal represented a couple current and new clients with the formation of LLCs. DeAngelis Legal assisted the clients with entity type selection and tax classification, preparing the formation documents and filing the Articles with the Arizona Corporation Commission for approval. DeAngelis Legal also terminated one entity which was [...]
Choice of Entity The Tax Cuts and Jobs Act signed in December of 2017 reduced the income tax rate on corporations and pass through entities. The Act, coupled with an increase in business activity in Arizona, has created a lot of questions about the appropriate choice of entity, i.e., what is the best type of [...]
On August 8, 2018 the IRS issued regulations interpreting the new 20% deduction for qualified business income (QBI) created by the Tax Cuts and Jobs Act -- signed into law on December 22, 2017 (“TCJA”), also known as the 199A Pass Through Deduction. Here's a summary of the basic rules: What is the 199A pass through [...]
Represented several different entrepreneurs with the formation of entities in the medical and construction industries. DeAngelis Legal assisted with the entity selection, structure and prepared the necessary formation documents for the entities which included a comprehensive shareholders agreement, bylaws and employment agreements for one entity and an operating agreement for the other.
