End of Year Tax Update
The Tax Cuts and Jobs Act of 2017, signed into law by President Trump on December 22nd, 2017 (the “Tax Cuts and Jobs Act”), added Code Section 199A to the Internal Revenue, which provides for up to a 20% deduction applicable to pass- through income, including income from S-Corps, partnerships, and sole proprietorships. Given this new deduction, it is within an owner of a passthrough’s interest to maximize what the IRS refers to as Qualified Business Income (“QBI”) which is defined as income net of any deductions or losses from a qualified business or trade, including any wages paid by the pass-through entity. The IRS requires that shareholders of S-Corps who perform services for the S-Corp must have a portion of their distributive share from the S-Corp and other payments be classified and treated as wages so that the amounts are reasonable compensation for services rendered. Consequently, all S-Corp shareholders who perform services for the S-Corp must receive reasonable wages which will necessarily reduce the amount of QBI available for the 20% deduction provided by §199A.
In order to remedy this potentially disadvantageous side-effect of being organized or treated as an S-Corp, it might be advisable, depending on taxable income, for entities to consider changing their taxable form to partnerships or sole proprietorships, as these types of entities are not required to compensate service providing shareholders with reasonable wages. Such a switch will affect
many other tax elements, such as self-employment tax and Medicare tax liability. Furthermore, various states tax law regimes have laws specific to pass-through entities that may or may not be applicable depending on the structure of the entity. Because such a structural change will affect how income to individual shareholders is taxed at a statewide level, as well as at a federal level, it is
highly recommended that tax advisors and counsel be consulted to determine the most tax efficient manner for taking full advantage of the §199A 20% income deduction.
To take advantage of accelerated depreciation and expensing of certain business related assets, read the full update
Investment in Opportunity Zones
In December 2017, President Trump signed The Tax Cuts and Jobs Act into law enacting a national Opportunity Zone program designed to provide significant real estate and other investors significant federal tax incentives to invest in 8,700 historically distressed, state-designated neighborhoods throughout the United States. Specifically, the federal tax incentives provided through the Opportunity Zone program may permit an investor not only to defer present taxation on any of its currently realized and recognized capital gains, but also to reduce the actual amount of capital gains ultimately realized in the future. In addition, for certain investments held for more than 10 years, any and all gains on such investment amounts will be 100% tax-free for federal income tax purposes, to the extent initially comprised of deferred capital gains.
Read our client update today. Disclaimer: You should not act or rely on any information at this website without seeking the advice of an attorney. The determination of whether you need legal services and your choice of a lawyer are very important matters that should not be based on websites or advertisements.
New Partners Named at DarrowEverett LLP
Nicholas Hemond, attorney and Providence, R.I. School Board President, has been named Partner at the full-service business law firm, DarrowEverett LLP. As an alumnus of area educational institutions Roger Williams University Law, Providence College, and Classical High School, Mr. Hemond is a longstanding, active member of the Rhode Island community. He earned a bachelor of arts in political science from Providence College, and a Juris Doctor from Roger Williams University Law.
Mr. Hemond had been an associate with the firm for the past four years, concentrating his practice in the areas of government affairs and litigation and representing firm clients in civil, criminal defense, and family court matters. His experience also includes serving as an assistant city solicitor for the city of Central Falls and as legal counsel to the Central Falls Zoning Board of Review. For the full press release click here
A Community Update: Non-profit Law
DarrowEverett attorney and Partner Joseph Enriquez was recently recognized for his hard work and helping hand with the community of Bridgewater. When a longtime member of the Bridgewater Lions Club approached Joseph with the issue of a community member not being able to leave their house due to an illness, he wanted to help in any way that he could. To learn more about the story of how Joseph Enriquez applied his legal skills to help the group in Bridgewater, Massachusetts, view our full community update by clicking here.
Need a Compliance Lawyer? New Cyber Regulations & GDPR.
Cookies, and privacy, and websites, oh my! Finding the right compliance lawyer can relieve some of the stress businesses face when discussing cyber regulations. With all the new data regulations taking effect, it is important to stay up-to-date with the latest news and changes in electronic communication. In January 2012, the European Commission set out plans for data protection reform across the European Union in order to make European electronic laws more compatible with the digital age. Well what does this mean for your business? What do "web cookies" even mean? Do I have to follow regulations if my business is in the U.S.? It is necessary to become familiar with the terminology that involves website security to ensure your business is compliant with many of the new privacy laws.
General Data Protection Regulation, or GDPR, is here. Get familiarized with the GDPR, Europe’s New Privacy Law, and the impact it has on the future of the global data economy. The larger question that remains is, will GDPR come to the U.S? Learn what this all means and how it impacts individuals and businesses. Lastly, get the resources you need to stay compliant and contact one of our regulatory attorneys. Read our client update today.
You should not act or rely on any information at this website without seeking the advice of an attorney. The determination of whether you need legal services and your choice of a lawyer are very important matters that should not be based on websites or advertisements.
Nonprofit Organizations: Is It Time to Update the Bylaws?
Together with the corporate charter on file with any nonprofit organization’s home state, the bylaws comprise the nonprofit organization’s key legal documents and a roadmap for how a particular organization will function. In particular, the nonprofit organization’s bylaws regulate critical matters including, without limitation, the charitable purpose(s) of the organization, the size and function of the governing body as well as the election, terms and duties of the organization’s directors and officers. A nonprofit organization’s bylaws must also include language affirming requirements and prohibitions for nonprofit 501(c)(3) organizations as set forth by the Internal Revenue Service (“IRS”). As a nonprofit organization grows or modifies its purpose, its bylaws should be amended and updated to reflect the changes. Nonprofit Bylaws Alert
New Department of Labor Overtime Rules Affect Compensation and Payroll Practices
On December 1st, 2016, new overtime rules published by the U.S. Department of Labor take effect. The new rules update key provisions of the regulations issued under the Fair Labor Standards Act (the "FLSA"). The new rules, prompted by a 2014 call to action from the White House, seek realignment of the rules in favor of now-exempt, overtime-ineligible workers having salaries on the lower end of the spectrum and working what would otherwise be significant overtime without having materially greater responsibilities than their colleagues who receive overtime pay. DOL
Rhode Island and Connecticut Enact Significant Changes for Physician Non-Compete Agreements
This summer, Rhode Island and Connecticut passed legislation restricting the use of non-competition provisions in physician employment and similar obligation agreements. The restrictions in the legislation are intended, overall, to protect patients’ range of choices regarding medical care as a matter of public health policy. Mechanically, this is effected by limiting employers’ or partners’ abilities to contract so as to restrict a physician’s ability to practice medicine at the end of the professional relationship. RI & CT Physician Non-Compete Agreements Final
Crowdfunding Regulations – Issuer Rules
This May, the U.S. Securities and Exchange Commission’s highly anticipated equity crowdfunding rules (the “Crowdfunding Rules”) took final effect. A product of the Jumpstart Our Business Startups Act of 2012, crowdfunding has, for some time, been acclaimed an evolutionary capital raise mechanism. Through crowdfunding, start-ups and emerging companies can cast a wide net in acquiring muchneeded, and often hard-to-find, early-stage funding. In its original form, crowdfunding was an unregulated, reward-based system under which small businesses would use online host platforms, such as kickstarter.com, to seek out and raise capital from investors to fund their operations and push trendy ideas and initiatives to market. In return for their monetary contributions, investors would receive nominal gifts from the issuer in lieu of any actual equity stake in the company. Under the Crowdfunding Rules, investors are now able to make similar monetary investments in return for some form of equity, ownership or economic interest. Crowdfunding - P1
Section 83(b) Election Filing Requirements Modified
Section 83 of the Internal Revenue Code addresses the tax consequences of a transfer of property in connection with the performance of services, generally requiring the service provider to recognize income on the property received (for example, equity granted in lieu of cash compensation) unless the property is received subject to a substantial risk of forfeiture. Typically, such restricted property is taxed as and when the substantial risk of forfeiture lapses – whether that is a specific future date or a series of dates as on a “vesting schedule”. Section 83(b) allows taxpayers to elect to be taxed upon receipt of property subject to a substantial risk of forfeiture. Section 83(b) Memorandum
Becoming a Powerhouse Problem-Solver for Your Business Client
On Thursday October 8, associate Brandon J. Cuffy will speak on a business panel at Roger Williams University School of Law in Bristol, RI. The panel, a part of the law school’s Open Door Speaker Series, is entitled "Becoming a Powerhouse Problem-Solver for Your Business Client", and Mr. Cuffy, along with two other premier Providence business attorneys will explain the intersect between legal counseling and business advising. Mr. Cuffy hopes to share with students and the audience his take on where this sector of legal practice currently is, as well as provide some insight into how future attorneys can best prepare themselves to be well-rounded corporate attorneys given where the practice is going. RWU Calendar
Broker’s Lien Law
Rhode Island has adopted a statute that permits real estate brokers to take a lien against, or an interest in, any commercial real estate that is subject to the purchase, lease or other transaction in which the broker plays a role. This statute is codified in the Rhode Island General Laws under Section 34-49-3 (the “Act”). The Act addresses those situations where a broker provides services to buyers, sellers or tenants, only to be cheated when their commission becomes due. Brokers Lien Law Markeiting_April 2015
An Ounce of Prevention Is Worth A Pound of Cure
Benjamin Franklin originated this phrase in the context of advocating for the creation of the first firefighting organization in colonial Philadelphia. If you are an employer considering terminating an employee on a less-than-cordial basis or in a situation in which you think the employee may react negatively or file a lawsuit against you, you might be wise to consider Franklin’s words and do what you can in advance to prevent a potentially costly problem. The cost of being proactive and informed with respect to the issues that can arise from employee terminations is often less than the cost of responding to a lawsuit filed by a disgruntled former employee. Employment Law Article
“Sick Time Law” Passes in Massachusetts- What The New Bill Means
Massachusetts voters approved ballot question 4, which requires employers in the Commonwealth to provide their employees with paid and unpaid sick time, depending on the size of the business (“Sick Time Law” or the “law”). Passage of the bill, which takes effect on July 1, 2015, makes Massachusetts the third jurisdiction in the U.S. to provide sick time benefits to public and private employees, preceded only by California and Connecticut. Proponents of the measure contend that the law will build a healthier and more productive Massachusetts work force by providing relief to the nearly one million Commonwealth employees that currently do not receive sick leave from their employers. Sick Time
Non-Traditional Debt Financing For Start-Up Companies
Start-up companies in need of cash to get their business off the ground can look to raise money either through the issuance of equity or debt. Raising money by issuing preferred equity can be costly to the founding equity owners of a start-up, both in terms of the expense of negotiating and documenting the transaction and the eventual dilution of the founding owners’ equity interests. Preferred equity investors also typically require that founding owners relinquish some level of control of the business in exchange for their investment. On the other hand, early and mid-stage start-up companies often find it difficult to obtain traditional debt financing because they lack some or all of the attributes that most lenders require in order to make such financing available, including a proven track record of profitability and management of expenses, steady cash flow and accounts receivable, solid financials and valuable business assets available to serve as collateral. Non Traditional Financing for Startups - Part 1
U.S. Copyright Office Practices: First Major Change in More Than Two Decades
Those endeavoring to protect their artistic masterpiece under United States copyright law know that the process of acquiring such protection is more involved than one might expect. The route to having a work federally registered and protected can be a confusing, but necessary, maze, unforgiving of any applicant’s wrong turn. The U.S. Copyright Office ("Copyright Office"), however, has recently re-blazed the safest trails through that maze so that the relevant law and procedure of copyright protection is more accessible and understandable. Compendium III Article - Copyright changes
Email Disclaimers: IRS Makes Changes
The IRS, perhaps tired of seeing emails scheduling lunch or a golf outing prominently displaying a Circular 230 disclaimer, has determined that it is more effective to judge the propriety of tax advice based upon the facts and circumstances applicable to the situation in which the advice was given, such as whether or not the practitioner had a reasonable basis in law and fact, than on the practitioner’s ability to insert a disclaimer, in assessing whether or not the practitioner has breached his/her professional obligations. Circular 230 changes Article
Untangling the Web of Mixed Use Developments
Mixed-use developments consist of one or more buildings that integrate residential housing with a variety of commercial uses, such as retail stores and/or professional offices. Successors to the traditional single use development or structure, mixed-use developments appeal to a number of audiences, including individuals who want to combine life/work/play, businesses that want to avail themselves of a built-in customer base, and municipal planners that seek to rejuvenate their tax base by providing diverse housing opportunities without the higher costs of infrastructure traditionally associated with purely residential developments. Most importantly, such projects appeal to developers who stand to benefit financially while simultaneously responding to the needs of the residential and commercial markets. Untangling the Web of Mixed Use Development
HUD Rule Revision
Recently, the U.S. Department of Housing and Urban Development (HUD) revised its rules to permit FHA insurance of mortgage loans to cooperative multi-family housing projects (“Coops”). With this change in the federal rules, cooperative housing projects which have been ineligible for FHA mortgage insurance will become eligible. This is an important resource for Coops which often have limited access to financing due to their unique structure. HUD Coop Rule change