All Forum Posts by: Sean Morrison

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

The operating agreement typically specifies that members are purchasing interest or units in exchange for a contribution. In other words, the money wired buys the shares, so not sure what a "corporate" resolution would do that a purchase agreement would not (or escrow with the attorney). However, as @Greg Scott mentioned, if members are not actively managing the LLC, they are buying securities, which is regulated by the SEC. Definitely ask the attorney about that when you meet.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information. 

Deciding between a W2 employee and a 1099 contractor is not really the employer's choice, it will ultimately be up to a court or the IRS, depending on the situation. The question comes down to how much control the employer has over the worker. For example, where a worker acts independently, maybe owns their own company, does work on an as-needed basis, they may be a contractor. Where the worker acts on your orders, on your hours, at your location, and gets paid a fixed salary, they may be an employee even if you call them a contractor. There is no bright-line rule. Instead there are many elements a court or IRS will consider. The distinction is important because if an employer classifies a worker as a contractor who should be an employee, the employer can be liable for withholding taxes, even if they already paid the worker.

It's worth talking to a CPA or lawyer about your worker if you are not sure.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

Just FYI, an S-Corp does not require that you hire and pay a board of directors. A person can be their own board if that's what they want, and there is no requirement that a director be paid. But you do need to hold an annual meeting of shareholders (even if that is just one person).

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

When working with partners LLCs have a lot of advantages. The biggest is that you can create an operating agreement that outlines how you will work together. The other is that a partner's personal liabilities will not crush the partnership. California will almost certainly require an LLC to file as a foreign LLC doing business in CA, but that's just part of the price of doing business. And always use an attorney to create a multi-member LLC, or there will be problems down the road.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

This is a mix of estate planning law and corporate entity law. What we usually do is identify the trust as owner of the LLC upon the LLC formation (assuming the trust already exists). But in these situations it is important that all the proper LLC documents are created showing that the LLC interest is owned by the trust, and how it was purchased; it may not be enough to simply register the LLC with the state especially when subsidiary LLCs are formed. It is also important to file any necessary deeds to make sure the properties are owned by the correct LLC.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

If anonymity is the main goal, Georgia does not require the names of members or managers to be filed. By using an organizer and registered agent, it would remain effectively anonymous to the public.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

An LLC, if managed correctly (and especially if there are more than one members) can offer pretty good protection against wage garnishments.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

If you're talking about creating an LLC, just remember that you're running a business even without it. The LLC is there for an additional layer of asset protection beyond insurance. It can be a good way to protect various assets (like properties) from other higher-risk assets. For example, a problem from property A can't take assets from property B.

However, also keep in mind that 1031 exchanges must be from the same person to person. A multi-member LLC that owns a property can 1031 to another property owned by that same LLC. But it can't 1031 to a new property owned by an individual. A single-member LLC may be able to do that. When starting down the 1031 path it is typically best to know what kind of entity, if any, it will have all the way to the end. And talk to CPAs and attorneys who do these kinds of things once 1031's are involved.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

An LLC is a pass-through entity, so does not provide any tax benefits. Essentially, the IRS does not recognize it as an entity for tax purposes. They are usually created for liability protection, but that is usually pretty limited for professions like yours. First step is proper E&O insurance.

Disclaimer: I am an attorney, but I am not your attorney. This is not legal advice, just friendly information.

In this case it is best to have a CPA that handles real estate investing, but they can be from anywhere. Maybe talk to @Bob Norton. As for an attorney, there are a couple considerations. A proper real estate attorney (ie one who can help with closings in WV) needs to be local, preferably in your same county or very near. You can branch out further for asset protection or corporate structuring (like separating active income from flips and passive income from rentals), and probably even further for federal or tax issues.