Free Office Space for Attorney- Edison, NJ
Law Office also has space sharing opportunity for new lawyer to get experience and go to court.
Attorney will be provided with their own office to start their practice, rent free. In return they will handle municipal court appearances, Will signings and other legal work and criminal law website updates in lieu of rent for maximum 5 hours per week.
Go to court and get trial experience. Excellent opportunity to jump start your career. You will get to represent people in Municipal Courts in Middlesex, Union and Monmouth County and meet the top Prosecutors and Judges. Must be admitted in NJ and have a car.
Learn to interview potential Municipal Court/Criminal clients. Also learn to draft Wills and work on Litigation files. Attorney may also help provide legal assistance to members of prepaid legal plans and public defender clients. Follow up contact calls with clients, courts, prosecutors and bar associations.
Excellent mentoring position for the right attorney. Are you hardworking and aggressive? Visit our website: www.njlaws.com to learn about our office.
The following is included with office use:
1. Desk space on our 2nd floor
2. Use of 2nd floor conference table for meetings or depositions by appointment
3. Use of our audio tape and video library.
4. Use of the front room reception area
5. Ability to put a file cabinet in basement to store your old file
6. Lighting/ Utilities
7. Bathroom Supplies
8. Landscaping / Snow Removal
9. Cleaning of Common Area
10. Hot water, municipal water/sewer charge paid
Call KENNETH VERCAMMEN & ASSOCIATES, PC
ATTORNEY AT LAW
2053 Woodbridge Ave.
Edison, NJ 08817
(Phone) 732-572-0500
(Fax) 732-572-0030
Sunday, October 5, 2008
WILLS, PROBATE AND ELDER LAW- Adult and Community Education
WILLS, PROBATE AND ELDER LAW- Adult and Community Education
WHEN: Tuesday October 21, 2008 7 - 9 P.M.
East Brunswick Adult & Community Education Program
East Brunswick HIGH SCHOOL, Cranbury Rd
Course # FBB ...............................................................Fee: $29
Instructor: Kenneth Vercammen, Esq. of Edison
(Co-Author- NJ Elder Law & Probate)
COMPLIMENTARY MATERIAL: Brochures on Wills, “Probate and Administration of an Estate”, Power of Attorney, Living Wills, Real Estate Sales for Seniors, and Trusts.
You don’t have to be wealthy or near death to do some thinking about a will. Here is your opportunity to listen to an experienced attorney who will discuss how to distribute your property as you wish and avoid many rigid provisions of the state law. Topics covered by author of “Answer to questions about Probate” will include: Wills, revocable trusts, irrevocable trusts, power of attorney, living will, long term care insurance, reverse mortgage, plus the opportunity to ask questions.
Here is your opportunity to listen to an experienced attorney who will answer questions how to distribute your property and avoid many rigid provisions of state law. For more information on Elder law, visit the Website www.centraljerseyelderlaw.com. You can also subscribe to the free email Elder Law newsletter by visiting the website, or sending an email to Kenv@njlaws.com.
Tues. 7:00–8:30 pm .......................................1 session: 10/21
Call the Adult Education Office for registration information 732- 613-6989
http://www.ebnet.org/Community_Programs/downloads/Fall_2008_Web.pdf
Please make checks payable to Adult and Community Education and mail to: Director, East Brunswick Adult and Community Education, EBHS, 380 Cranbury Road, East Brunswick, NJ 08816-3095.
About the Speaker: Kenneth Vercammen is an Elder Law and Litigation Attorney in Edison, NJ. He often lectures for the American Bar Association and New Jersey State Bar Association on Elder Law, personal injury, and criminal / municipal court matters. He has published 125 articles in national and New Jersey publications on legal topics. He speaks as a volunteer on Wills and Elder law to Adult Community Schools and non profit groups including Edison, Metuchen, Woodbridge, East Brunswick, North Brunswick, South Brunswick, Piscataway, Sayreville, Old Bridge, Spotswood and Perth Amboy Seniors. He has established New Jersey’s most popular Elder law website on the Internet to provide information on Probate, Elder Law and Traffic matters located at www.centraljerseyelderlaw.com.
East Brunswick Wills rev 9/30/08Macbook
WHEN: Tuesday October 21, 2008 7 - 9 P.M.
East Brunswick Adult & Community Education Program
East Brunswick HIGH SCHOOL, Cranbury Rd
Course # FBB ...............................................................Fee: $29
Instructor: Kenneth Vercammen, Esq. of Edison
(Co-Author- NJ Elder Law & Probate)
COMPLIMENTARY MATERIAL: Brochures on Wills, “Probate and Administration of an Estate”, Power of Attorney, Living Wills, Real Estate Sales for Seniors, and Trusts.
You don’t have to be wealthy or near death to do some thinking about a will. Here is your opportunity to listen to an experienced attorney who will discuss how to distribute your property as you wish and avoid many rigid provisions of the state law. Topics covered by author of “Answer to questions about Probate” will include: Wills, revocable trusts, irrevocable trusts, power of attorney, living will, long term care insurance, reverse mortgage, plus the opportunity to ask questions.
Here is your opportunity to listen to an experienced attorney who will answer questions how to distribute your property and avoid many rigid provisions of state law. For more information on Elder law, visit the Website www.centraljerseyelderlaw.com. You can also subscribe to the free email Elder Law newsletter by visiting the website, or sending an email to Kenv@njlaws.com.
Tues. 7:00–8:30 pm .......................................1 session: 10/21
Call the Adult Education Office for registration information 732- 613-6989
http://www.ebnet.org/Community_Programs/downloads/Fall_2008_Web.pdf
Please make checks payable to Adult and Community Education and mail to: Director, East Brunswick Adult and Community Education, EBHS, 380 Cranbury Road, East Brunswick, NJ 08816-3095.
About the Speaker: Kenneth Vercammen is an Elder Law and Litigation Attorney in Edison, NJ. He often lectures for the American Bar Association and New Jersey State Bar Association on Elder Law, personal injury, and criminal / municipal court matters. He has published 125 articles in national and New Jersey publications on legal topics. He speaks as a volunteer on Wills and Elder law to Adult Community Schools and non profit groups including Edison, Metuchen, Woodbridge, East Brunswick, North Brunswick, South Brunswick, Piscataway, Sayreville, Old Bridge, Spotswood and Perth Amboy Seniors. He has established New Jersey’s most popular Elder law website on the Internet to provide information on Probate, Elder Law and Traffic matters located at www.centraljerseyelderlaw.com.
East Brunswick Wills rev 9/30/08Macbook
Wednesday, July 23, 2008
VISITATION OF CHILDREN
Family cases and divorce cases in New Jersey are governed by the Court Rules set up by the NJ Supreme Court. An attorney involved in visitation and family cases needs to be aware of the current rules.
The following is a portion of the NJ Court Rules which apply to certain family cases:
RULE 5:8. CUSTODY OF CHILDREN
5:8-1. Investigation Before Award
In family actions in which the court finds that the custody of children is a genuine and substantial issue the court shall refer the case to mediation in accordance with the provisions of R. 1:40-5. During the mediation process, the parties shall not be required to participate in custody evaluations with any expert. The parties may, however, agree to do so. The mediation process shall last no longer than two months from the date it commences or is ordered to commence, whichever is sooner. The court, on good cause shown, may extend the time period. The date for conclusion of mediation shall be set forth in any Case Management Order(s). If the mediation is not successful in resolving custody issues, the court may before final judgment or order require an investigation to be made by the Family Division of the character and fitness of the parties, the economic condition of the family and the financial ability of the party to pay alimony or support or both. In other family actions the court may, if the public interest so requires, order such an investigation. The court may continue any family action for the purpose of such investigation, but shall not withhold the granting of any temporary relief by way of alimony, support or pendente lite orders pertaining to parenting issues under R. 5:5-4 and R. 5:7-2 where the circumstances require. Such investigation of the parties shall be conducted by the Family Division of the county of venue, notwithstanding that one of the parties may live in another county, and the Family Division shall file its report with the court no later than 45 days after its receipt of the judgment or order requiring the investigation, unless the court otherwise provides. Such investigation of the parties shall be conducted by the probation office of the county of the home state of the child, notwithstanding that one of the parties may live in another country or state.
5:8-2. Direction for Periodic Reports
If an award of custody of minor children has been made, the court may in its discretion file a certified copy of its order or judgment with the probation office of the county or counties in which the child or children reside with a direction therein to such probation office to make periodic reports to the court as to the status of the custody. It shall be the duty of counsel to file 2 copies of the order or judgment with the probation office within 2 days, together with information concerning the exact place of residence of the child or children. Upon the filing of such report, the court may on its own motion and where it deems it necessary, reopen the case and schedule a formal hearing on proper notice to all parties.
A certified copy of a custody decree of another state filed with the Clerk of the Superior Court of this State shall be sent to the probation office of the county or counties in which the child or children reside.
5:8-3. Investigation After Award
The court may on its own motion when it deems it necessary or where an application is made by either party to modify the award or terms thereof, in its discretion require the investigation provided for in R. 5:8-1. The court may continue such application for the purpose of such investigation and report.
5:8-4. Filing of Reports
The written report of an investigation made pursuant to this rule shall be filed with the court, shall be furnished to the parties, and shall thereafter be filed in the office of the Chief Probation Officer. The report shall be regarded as confidential, except as otherwise provided by rule or by court order. The report shall be received as direct evidence of the facts contained therein which are within the personal knowledge of the probation officer who made the investigation and report, subject to cross-examination
5:8-5. Custody and Parenting Time/Visitation Plans, Recital in Judgment or Order
(a) In any family action in which the parties cannot agree to a custody or parenting time/visitation arrangement, the parties must each submit a Custody and Parenting Time/Visitation Plan to the court no later than seventy-five (75) days after the last responsive pleading, which the court shall consider in awarding custody and fixing a parenting time or visitation schedule.
Contents of Plan. The Custody and Parenting Time/Visitation Plan shall include but shall not be limited to the following factors:
(1) Address of the parties.
(2) Employment of the parties.
(3) Type of custody requested with the reasons for selecting the type of custody.
(a) Joint legal custody with one parent having primary residential care.
(b) Joint physical custody.
(c) Sole custody to one parent, parenting time/visitation to the other.
(d) Other custodial arrangement.
(4) Specific schedule as to parenting time/visitation including, but not limited to, weeknights, weekends, vacations, legal holidays, religious holidays, school vacations, birthdays and special occasions (family outings, extracurricular activities and religious services).
(5) Access to medical school records.
(6) Impact if there is to be a contemplated change of residence by a parent.
(7) Participation in making decisions regarding the child(ren).
(8) Any other pertinent information.
(b) The court shall set out in its order or judgment fully and specifically all terms and conditions relating to the award of custody and proper support for the children.
(c) Failure to comply with the provisions of the Custody and Parenting Time/Visitation Plan may result in the dismissal of the non-complying party's pleadings or the imposition of other sanctions, or both. Dismissed pleadings shall be subject to reinstatement upon such conditions as the court may order.
5:8-6. Trial of Custody Issue
Where the court finds that the custody of children is a genuine and substantial issue, the court shall set a hearing date no later than six months after the last responsive pleading. The court may, in order to protect the best interests of the children, conduct the custody hearing in a family action prior to a final hearing of the entire family action. As part of the custody hearing, the court may on its own motion or at the request of a litigant conduct an in camera interview with the child(ren). In the absence of good cause, the decision to conduct an interview shall be made before trial. If the court elects not to conduct an interview, it shall place its reasons on the record. If the court elects to conduct an interview, it shall afford counsel the opportunity to submit questions for the court's use during the interview and shall place on the record its reasons for not asking any question thus submitted. A stenographic or recorded record shall be made of each interview in its entirety. Transcripts thereof shall be provided to counsel and the parties upon request and payment for the cost. However, neither parent shall discuss nor reveal the contents of the interview with the children or third parties without permission of the court. Counsel shall have the right to provide the transcript or its contents to any expert retained on the issue of custody. Any judgment or order pursuant to this hearing shall be treated as a final judgment or order for custody.
RULE 5:8A. APPOINTMENT OF COUNSEL FOR CHILD
In all cases where custody or parenting time/visitation is an issue, the court may, on the application of either party or the child or children in a custody or parenting time/visitation dispute, or on its own motion, appoint counsel on behalf of the child or children. Counsel shall be an attorney licensed to practice in the courts of the State of New Jersey and shall serve as the child's lawyer. The appointment of counsel should occur when the trial court concludes that a child's best interest is not being sufficiently protected by the attorneys for the parties. Counsel may, on an interim basis or at the conclusion of the litigation, apply for an award of fees and costs with an appropriate affidavit of services, and the trial court shall award fees and costs, assessing same against either or both of the parties.
RULE 5:8B. APPOINTMENT OF GUARDIAN AD LITEM
(a) Appointment. In all cases in which custody or parenting time/visitation is an issue, a guardian ad litem may be appointed by court order to represent the best interests of the child or children if the circumstances warrant such an appointment. The services rendered by a guardian ad litem shall be to the court on behalf of the child. A guardian ad litem may be appointed by the court on its own motion or on application of either or both of the parents. The guardian ad litem shall file a written report with the court setting forth findings and recommendations and the basis thereof, and shall be available to testify and shall be subject to cross-examination thereon. In addition to the preparation of a written report and the obligation to testify and be cross-examined thereon, the duties of a guardian may include, but need not be limited to, the following:
1. Interviewing the children and parties.
2. Interviewing other persons possessing relevant information.
3. Obtaining relevant documentary evidence.
4. Conferring with counsel for the parties.
5. Conferring with the court, on notice to counsel.
6. Obtaining the assistance of independent experts, on leave of court.
7. Obtaining the assistance of a lawyer for the child (Rule 5:8A) on leave of court.
8. Such other matters as the guardian ad litem may request, on leave of court.
(b) Objection or Refusal of Appointment. A proposed guardian ad litem shall have the right to consent or to decline to serve as such, notice of such decision to be in writing to the court with copies to counsel. The parties shall have the right to object to the person appointed as guardian ad litem on good cause shown.
(c) Term. The term of the guardian ad litem shall be coextensive with the application pending before the court and shall end on the entry of a Judgment of Divorce or an Order terminating the application for which the appointment was made, unless continued by the court. The guardian ad litem shall have no obligation to file a notice of appeal from a Judgment or Order nor to participate in an appeal filed by a party.
(d) Fee. The hourly rate to be charged by the guardian ad litem shall be fixed in the initial appointing order and the guardian ad litem shall submit informational monthly statements to the parties. The court shall have the power and discretion to fix a retainer in the appointing order and to allocate final payment of the guardian ad litem fee between the parties. The guardian ad litem shall submit a certification of services at the conclusion of the matter, on notice to the parties, who will thereafter be afforded the right to respond prior to the court fixing the final fee.
Official Comment for Rules 5:8A and 5:8B
The purpose of Rules 5:8A and 5:8B is to eliminate the confusion between the role of a court-appointed counsel for a child and that of a court-appointed guardian ad litem (GAL). The Supreme Court's Family Division Practice Committee in its 1987-1988 Annual Report distinguishes the roles.
A court-appointed counsel's services are to the child. Counsel acts as an independent legal advocate for the best interests of the child and takes an active part in the hearing, ranging from subpoenaing and cross-examining witnesses to appealing the decision, if warranted. If the purpose of the appointment is for legal advocacy, then counsel would be appointed.
A court-appointed guardian ad litem's services are to the court on behalf of the child. The GAL acts as an independent fact finder, investigator and evaluator as to what furthers the best interests of the child. The GAL submits a written report to the court and is available to testify. If the purpose of the appointment is for independent investigation and fact finding, then a GAL would be appointed. The GAL can be an attorney, a social worker, a mental health professional or other appropriate person. If the primary function of the GAL is to act in the capacity of an expert, then the court should ordinarily appoint a GAL from the appropriate area of expertise. Attorneys acting on behalf of children in abuse or neglect cases and in termination of parental rights cases should act as counsel for the child pursuant to Rule 5:8A rather than in the capacity of a GAL pursuant to Rule 5:8B. See, Matter of M.R., 135 N.J. 155, 174, 638 A.2d 1274, 1283 (1994)).
These rules are not intended to expand the circumstances when such appointments are to be made; neither are these appointments to be made routinely.
Conclusion If involved in family court matters, immediately schedule an in-office appointment with an experienced attorney. Don't rely on a real estate attorney, or a family member who simply attended law school. When your future is on the line, hire a knowledgeable attorney.
The above information is a brief outline of Court Rules an attorney will review in applicable Family cases. If Kenneth Vercammen's office is unable to handle a case because it is outside our area, we often can refer individuals to experienced attorneys you can consult.
KENNETH VERCAMMEN & ASSOCIATES, PC ATTORNEY AT LAW 2053 Woodbridge Ave. Edison, NJ 08817 (Phone) 732-572-0500 (Fax) 732-572-0030
The following is a portion of the NJ Court Rules which apply to certain family cases:
RULE 5:8. CUSTODY OF CHILDREN
5:8-1. Investigation Before Award
In family actions in which the court finds that the custody of children is a genuine and substantial issue the court shall refer the case to mediation in accordance with the provisions of R. 1:40-5. During the mediation process, the parties shall not be required to participate in custody evaluations with any expert. The parties may, however, agree to do so. The mediation process shall last no longer than two months from the date it commences or is ordered to commence, whichever is sooner. The court, on good cause shown, may extend the time period. The date for conclusion of mediation shall be set forth in any Case Management Order(s). If the mediation is not successful in resolving custody issues, the court may before final judgment or order require an investigation to be made by the Family Division of the character and fitness of the parties, the economic condition of the family and the financial ability of the party to pay alimony or support or both. In other family actions the court may, if the public interest so requires, order such an investigation. The court may continue any family action for the purpose of such investigation, but shall not withhold the granting of any temporary relief by way of alimony, support or pendente lite orders pertaining to parenting issues under R. 5:5-4 and R. 5:7-2 where the circumstances require. Such investigation of the parties shall be conducted by the Family Division of the county of venue, notwithstanding that one of the parties may live in another county, and the Family Division shall file its report with the court no later than 45 days after its receipt of the judgment or order requiring the investigation, unless the court otherwise provides. Such investigation of the parties shall be conducted by the probation office of the county of the home state of the child, notwithstanding that one of the parties may live in another country or state.
5:8-2. Direction for Periodic Reports
If an award of custody of minor children has been made, the court may in its discretion file a certified copy of its order or judgment with the probation office of the county or counties in which the child or children reside with a direction therein to such probation office to make periodic reports to the court as to the status of the custody. It shall be the duty of counsel to file 2 copies of the order or judgment with the probation office within 2 days, together with information concerning the exact place of residence of the child or children. Upon the filing of such report, the court may on its own motion and where it deems it necessary, reopen the case and schedule a formal hearing on proper notice to all parties.
A certified copy of a custody decree of another state filed with the Clerk of the Superior Court of this State shall be sent to the probation office of the county or counties in which the child or children reside.
5:8-3. Investigation After Award
The court may on its own motion when it deems it necessary or where an application is made by either party to modify the award or terms thereof, in its discretion require the investigation provided for in R. 5:8-1. The court may continue such application for the purpose of such investigation and report.
5:8-4. Filing of Reports
The written report of an investigation made pursuant to this rule shall be filed with the court, shall be furnished to the parties, and shall thereafter be filed in the office of the Chief Probation Officer. The report shall be regarded as confidential, except as otherwise provided by rule or by court order. The report shall be received as direct evidence of the facts contained therein which are within the personal knowledge of the probation officer who made the investigation and report, subject to cross-examination
5:8-5. Custody and Parenting Time/Visitation Plans, Recital in Judgment or Order
(a) In any family action in which the parties cannot agree to a custody or parenting time/visitation arrangement, the parties must each submit a Custody and Parenting Time/Visitation Plan to the court no later than seventy-five (75) days after the last responsive pleading, which the court shall consider in awarding custody and fixing a parenting time or visitation schedule.
Contents of Plan. The Custody and Parenting Time/Visitation Plan shall include but shall not be limited to the following factors:
(1) Address of the parties.
(2) Employment of the parties.
(3) Type of custody requested with the reasons for selecting the type of custody.
(a) Joint legal custody with one parent having primary residential care.
(b) Joint physical custody.
(c) Sole custody to one parent, parenting time/visitation to the other.
(d) Other custodial arrangement.
(4) Specific schedule as to parenting time/visitation including, but not limited to, weeknights, weekends, vacations, legal holidays, religious holidays, school vacations, birthdays and special occasions (family outings, extracurricular activities and religious services).
(5) Access to medical school records.
(6) Impact if there is to be a contemplated change of residence by a parent.
(7) Participation in making decisions regarding the child(ren).
(8) Any other pertinent information.
(b) The court shall set out in its order or judgment fully and specifically all terms and conditions relating to the award of custody and proper support for the children.
(c) Failure to comply with the provisions of the Custody and Parenting Time/Visitation Plan may result in the dismissal of the non-complying party's pleadings or the imposition of other sanctions, or both. Dismissed pleadings shall be subject to reinstatement upon such conditions as the court may order.
5:8-6. Trial of Custody Issue
Where the court finds that the custody of children is a genuine and substantial issue, the court shall set a hearing date no later than six months after the last responsive pleading. The court may, in order to protect the best interests of the children, conduct the custody hearing in a family action prior to a final hearing of the entire family action. As part of the custody hearing, the court may on its own motion or at the request of a litigant conduct an in camera interview with the child(ren). In the absence of good cause, the decision to conduct an interview shall be made before trial. If the court elects not to conduct an interview, it shall place its reasons on the record. If the court elects to conduct an interview, it shall afford counsel the opportunity to submit questions for the court's use during the interview and shall place on the record its reasons for not asking any question thus submitted. A stenographic or recorded record shall be made of each interview in its entirety. Transcripts thereof shall be provided to counsel and the parties upon request and payment for the cost. However, neither parent shall discuss nor reveal the contents of the interview with the children or third parties without permission of the court. Counsel shall have the right to provide the transcript or its contents to any expert retained on the issue of custody. Any judgment or order pursuant to this hearing shall be treated as a final judgment or order for custody.
RULE 5:8A. APPOINTMENT OF COUNSEL FOR CHILD
In all cases where custody or parenting time/visitation is an issue, the court may, on the application of either party or the child or children in a custody or parenting time/visitation dispute, or on its own motion, appoint counsel on behalf of the child or children. Counsel shall be an attorney licensed to practice in the courts of the State of New Jersey and shall serve as the child's lawyer. The appointment of counsel should occur when the trial court concludes that a child's best interest is not being sufficiently protected by the attorneys for the parties. Counsel may, on an interim basis or at the conclusion of the litigation, apply for an award of fees and costs with an appropriate affidavit of services, and the trial court shall award fees and costs, assessing same against either or both of the parties.
RULE 5:8B. APPOINTMENT OF GUARDIAN AD LITEM
(a) Appointment. In all cases in which custody or parenting time/visitation is an issue, a guardian ad litem may be appointed by court order to represent the best interests of the child or children if the circumstances warrant such an appointment. The services rendered by a guardian ad litem shall be to the court on behalf of the child. A guardian ad litem may be appointed by the court on its own motion or on application of either or both of the parents. The guardian ad litem shall file a written report with the court setting forth findings and recommendations and the basis thereof, and shall be available to testify and shall be subject to cross-examination thereon. In addition to the preparation of a written report and the obligation to testify and be cross-examined thereon, the duties of a guardian may include, but need not be limited to, the following:
1. Interviewing the children and parties.
2. Interviewing other persons possessing relevant information.
3. Obtaining relevant documentary evidence.
4. Conferring with counsel for the parties.
5. Conferring with the court, on notice to counsel.
6. Obtaining the assistance of independent experts, on leave of court.
7. Obtaining the assistance of a lawyer for the child (Rule 5:8A) on leave of court.
8. Such other matters as the guardian ad litem may request, on leave of court.
(b) Objection or Refusal of Appointment. A proposed guardian ad litem shall have the right to consent or to decline to serve as such, notice of such decision to be in writing to the court with copies to counsel. The parties shall have the right to object to the person appointed as guardian ad litem on good cause shown.
(c) Term. The term of the guardian ad litem shall be coextensive with the application pending before the court and shall end on the entry of a Judgment of Divorce or an Order terminating the application for which the appointment was made, unless continued by the court. The guardian ad litem shall have no obligation to file a notice of appeal from a Judgment or Order nor to participate in an appeal filed by a party.
(d) Fee. The hourly rate to be charged by the guardian ad litem shall be fixed in the initial appointing order and the guardian ad litem shall submit informational monthly statements to the parties. The court shall have the power and discretion to fix a retainer in the appointing order and to allocate final payment of the guardian ad litem fee between the parties. The guardian ad litem shall submit a certification of services at the conclusion of the matter, on notice to the parties, who will thereafter be afforded the right to respond prior to the court fixing the final fee.
Official Comment for Rules 5:8A and 5:8B
The purpose of Rules 5:8A and 5:8B is to eliminate the confusion between the role of a court-appointed counsel for a child and that of a court-appointed guardian ad litem (GAL). The Supreme Court's Family Division Practice Committee in its 1987-1988 Annual Report distinguishes the roles.
A court-appointed counsel's services are to the child. Counsel acts as an independent legal advocate for the best interests of the child and takes an active part in the hearing, ranging from subpoenaing and cross-examining witnesses to appealing the decision, if warranted. If the purpose of the appointment is for legal advocacy, then counsel would be appointed.
A court-appointed guardian ad litem's services are to the court on behalf of the child. The GAL acts as an independent fact finder, investigator and evaluator as to what furthers the best interests of the child. The GAL submits a written report to the court and is available to testify. If the purpose of the appointment is for independent investigation and fact finding, then a GAL would be appointed. The GAL can be an attorney, a social worker, a mental health professional or other appropriate person. If the primary function of the GAL is to act in the capacity of an expert, then the court should ordinarily appoint a GAL from the appropriate area of expertise. Attorneys acting on behalf of children in abuse or neglect cases and in termination of parental rights cases should act as counsel for the child pursuant to Rule 5:8A rather than in the capacity of a GAL pursuant to Rule 5:8B. See, Matter of M.R., 135 N.J. 155, 174, 638 A.2d 1274, 1283 (1994)).
These rules are not intended to expand the circumstances when such appointments are to be made; neither are these appointments to be made routinely.
Conclusion If involved in family court matters, immediately schedule an in-office appointment with an experienced attorney. Don't rely on a real estate attorney, or a family member who simply attended law school. When your future is on the line, hire a knowledgeable attorney.
The above information is a brief outline of Court Rules an attorney will review in applicable Family cases. If Kenneth Vercammen's office is unable to handle a case because it is outside our area, we often can refer individuals to experienced attorneys you can consult.
KENNETH VERCAMMEN & ASSOCIATES, PC ATTORNEY AT LAW 2053 Woodbridge Ave. Edison, NJ 08817 (Phone) 732-572-0500 (Fax) 732-572-0030
Starting a New Limited Liability Company (LLC)
By Kenneth A. Vercammen, Attorney at Law
Complete Formation Service - Our complete formation service includes the preparation and filing of the certificate of formation on the expedited basis with the New Jersey Division of Taxation. We will also complete the operating agreement and issue of the member certificates. The completed company outfit will be available for pick up within 14 business days. Legal fees and filing costs are approx $1,200. Please fill out the following information and forward to our office.
1. Proposed Name of Limited Liability Company LLC: _________________
Alternate names of Limited Liability Company LLC: ________________
2. Registered agent: __________________________________________
3. Address of registered agent __________________________________ Name founder/director 1- ____________________________________
Address: _________________________________________________
Name founder/director 2- ____________________________________
Address: _________________________________________________
Name founder/director 3- ____________________________________
Address: ________________________________________________
Name and address of location where Company is located/ first meeting to be held ________________________________________________
Address of principal place of business: __________________________
Benefits of a Limited Liability Company LLC:
Setting up a Limited Liability Company LLC will provide the members with certain protections if they keep up their Limited Liability Company LLC status. In a Limited Liability Company LLC, the liability of the owners is generally limited to the amount they pay for their membership certificates. The names of the members are also private from the public. A Limited Liability Company LLC is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
There are many advantages and restrictions on the Limited Liability Company LLC. Your accountant can explain the taxes and employee benefits analysis, as compared to a corporation or sole proprietorship.
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS YOU CAN HIRE AN ATTORNEY TO PREPARE OR REVIEW FOR YOU:
l. Prepare Limited Liability Company LLC Resolutions each time major decisions must be made 2. Prepare/Review buy-sell agreements 3. Obtain SS-4(Federal) application for Employer Identification Number 4. Provide specific legal advice 5. Prepare and File Certificate of Change of Registered Agent 6. Revise Membership agreement 7. Prepare Agreement of Sale 8. Prepare Promissory Note
There are many federal and state forms and other documents to be obtained by you or your accountant:
1. W-4 (Federal) Employee's Withholding Allowance Certificate 2. I-9 (Federal) Employment Eligibility Verification (Required by the U.S. Department of Justice, Immigration and Naturalization Services). The I-9 verifies an individual's eligibility for employment. 3. 2553 (Federal) Election by a Small Business Corporation 4. UC-l (NJ) Status Report of Employing Unit 5. CIS-l (NJ) Application for Registration
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership, Limited Liability Company LLC or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
1. Is the minute book up to date? 2. Are the minutes signed? 3. Do the minutes reflect the following? a. Annual shareholder's' meeting? b. Annual directors' meeting? c. Special meetings? d. Retirement plan contributions? e. Bonuses? 4. Are stock certificate books properly up to date? 5. Are by-laws properly up to date? 6. Are proper records of expense reimbursements being kept?
Accountant Duties
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
1. Have taxes been estimated? 2. Have deposits on federal and state taxes been paid? 3. Are there any earnings accumulation problems? 4. Have state and federal tax returns been prepared? 5. Have all tax returns been filed on time? 6. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.
Complete Formation Service - Our complete formation service includes the preparation and filing of the certificate of formation on the expedited basis with the New Jersey Division of Taxation. We will also complete the operating agreement and issue of the member certificates. The completed company outfit will be available for pick up within 14 business days. Legal fees and filing costs are approx $1,200. Please fill out the following information and forward to our office.
1. Proposed Name of Limited Liability Company LLC: _________________
Alternate names of Limited Liability Company LLC: ________________
2. Registered agent: __________________________________________
3. Address of registered agent __________________________________ Name founder/director 1- ____________________________________
Address: _________________________________________________
Name founder/director 2- ____________________________________
Address: _________________________________________________
Name founder/director 3- ____________________________________
Address: ________________________________________________
Name and address of location where Company is located/ first meeting to be held ________________________________________________
Address of principal place of business: __________________________
Benefits of a Limited Liability Company LLC:
Setting up a Limited Liability Company LLC will provide the members with certain protections if they keep up their Limited Liability Company LLC status. In a Limited Liability Company LLC, the liability of the owners is generally limited to the amount they pay for their membership certificates. The names of the members are also private from the public. A Limited Liability Company LLC is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
There are many advantages and restrictions on the Limited Liability Company LLC. Your accountant can explain the taxes and employee benefits analysis, as compared to a corporation or sole proprietorship.
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS YOU CAN HIRE AN ATTORNEY TO PREPARE OR REVIEW FOR YOU:
l. Prepare Limited Liability Company LLC Resolutions each time major decisions must be made 2. Prepare/Review buy-sell agreements 3. Obtain SS-4(Federal) application for Employer Identification Number 4. Provide specific legal advice 5. Prepare and File Certificate of Change of Registered Agent 6. Revise Membership agreement 7. Prepare Agreement of Sale 8. Prepare Promissory Note
There are many federal and state forms and other documents to be obtained by you or your accountant:
1. W-4 (Federal) Employee's Withholding Allowance Certificate 2. I-9 (Federal) Employment Eligibility Verification (Required by the U.S. Department of Justice, Immigration and Naturalization Services). The I-9 verifies an individual's eligibility for employment. 3. 2553 (Federal) Election by a Small Business Corporation 4. UC-l (NJ) Status Report of Employing Unit 5. CIS-l (NJ) Application for Registration
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership, Limited Liability Company LLC or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
1. Is the minute book up to date? 2. Are the minutes signed? 3. Do the minutes reflect the following? a. Annual shareholder's' meeting? b. Annual directors' meeting? c. Special meetings? d. Retirement plan contributions? e. Bonuses? 4. Are stock certificate books properly up to date? 5. Are by-laws properly up to date? 6. Are proper records of expense reimbursements being kept?
Accountant Duties
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
1. Have taxes been estimated? 2. Have deposits on federal and state taxes been paid? 3. Are there any earnings accumulation problems? 4. Have state and federal tax returns been prepared? 5. Have all tax returns been filed on time? 6. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.
SHAREHOLDERS AGREEMENTS- LIFE INSURANCE TO COVER BUY-OUTS
Often the Shareholders/owners of a small Corporation purchase life insurance to make provisions for purchase of a deceased shareholders interests. Shareholders often desire to set forth their respective rights concerning Corporation's stock with regard to death, disability, retirement and other future disposition of the stock by any Shareholder by imposing certain restrictions and obligations on themselves, on Corporation and on their shares of stock of Corporation. Your shareholders agreement can include language to provide for transfers of stock upon death. The following type of provisions can sometimes be included in a shareholder's agreement:
The parties hereto agree that there may be kept in force policies insuring the life of each Shareholder in such amounts as shall be determined from time to time by the Board of Directors, and that Corporation or the other Shareholders shall assume and pay all premiums for such policies. Corporation or the other Shareholders shall be the owner of, and the beneficiary under each policy, but shall receive the proceeds as a trustee for the benefit of the deceased Shareholder for the purpose of purchasing the shares of stock of the deceased Shareholder pursuant hereto.
Upon the sale by any Shareholder of his shares of stock in Corporation during such Shareholder's lifetime, he shall have the option, exercisable within a period of thirty (30) days subsequent to the sale of his shares of stock, to purchase from Corporation or the other Shareholders the policy insuring his life in exchange for the payment in cash of an amount equal to the cash surrender value, if any, less any loans attributable thereto, of such policy as of the date of such sale. The terms of each insurance policy shall require that each Shareholder receive from the insurance company a copy of all premium and termination notices relating to the policy insuring his life not later than ten (10) days prior to the date to which the notice relates.
The parties hereto agree that there may be kept in force policies insuring the life of each Shareholder in such amounts as shall be determined from time to time by the Board of Directors, and that Corporation or the other Shareholders shall assume and pay all premiums for such policies. Corporation or the other Shareholders shall be the owner of, and the beneficiary under each policy, but shall receive the proceeds as a trustee for the benefit of the deceased Shareholder for the purpose of purchasing the shares of stock of the deceased Shareholder pursuant hereto.
Upon the sale by any Shareholder of his shares of stock in Corporation during such Shareholder's lifetime, he shall have the option, exercisable within a period of thirty (30) days subsequent to the sale of his shares of stock, to purchase from Corporation or the other Shareholders the policy insuring his life in exchange for the payment in cash of an amount equal to the cash surrender value, if any, less any loans attributable thereto, of such policy as of the date of such sale. The terms of each insurance policy shall require that each Shareholder receive from the insurance company a copy of all premium and termination notices relating to the policy insuring his life not later than ten (10) days prior to the date to which the notice relates.
SHAREHOLDER'S AGREEMENT PROVISIONS UPON DEATH OF A SHAREHOLDER
Usually it is in the best interest of a small Corporation and of Shareholders to make provisions for the future disposition of the shares of Corporation, and to provide that such shares shall be transferable only upon compliance with decided terms. Shareholders often desire to set forth their respective rights concerning Corporation's stock with regard to death, disability, retirement and other future disposition of the stock by any Shareholder by imposing certain restrictions and obligations on themselves, on Corporation and on their shares of stock of Corporation. Your Shareholders Agreement can include the following language to provide for transfers of stock upon death.
Upon the death of a Shareholder, the Corporation shall have an option to purchase all of the shares of stock then owned by such deceased Shareholder. The option granted Corporation hereunder shall be exercised by written notice from Corporation to the personal representative of such deceased Shareholder within thirty (30) days after the qualification of such representative, or sixty (60) days after death, whichever is later. Upon the exercise of such option, the personal representative of such deceased Shareholder shall be required to sell all of the shares of stock of Corporation subject of the exercise of the option by Corporation at the price and in accordance with the terms herein set forth. If the qualification of such representative or sixty (60) days after death, whichever is later, the option granted Corporation hereunder shall lapse.
If there are any such shares of stock outstanding which Corporation desires to purchase but cannot because of legal limitations imposed on it, the remaining Shareholders agree to take all actions necessary (including, without limitation, transfer to Corporation of outstanding shares of its stock, contribution to its capital or arranging for a valid reappraisal of its assets) in order that Corporation can legally acquire the shares of stock. After giving effect to the foregoing, if there are any shares of stock of Corporation which cannot legally be purchased by Corporation (or which Corporation determines not to purchase pursuant to the option herein granted), the remaining Shareholders shall be required to purchase, and the personal representative of such deceased Shareholder shall be required to sell, said remaining shares of stock at the price and in accordance with the terms set forth herein.
It is expressly understood and agreed that this agreement shall apply to and govern the personal representative or representatives of any deceased Shareholder.
PURCHASE PRICE:
For the purpose of this Agreement, if the parties can agree upon a price to be paid, then the parties having the right to purchase may take the interest at such price so agreed upon. But in case the parties cannot agree upon a fair price or book value thereof, then each of the parties shall have the right to appoint one experienced business man as arbitrator, who, if they can agree, shall fix a price, whereupon the parties to this contract remaining in the business shall have the right to purchase the said interest of the said party going out at such figure, if they so desire, but they shall have the option to refuse or to take the interest at that price.
In the event that the two arbitrators so appointed cannot agree, then they shall choose a third party as umpire, and the decision of the majority thereof shall fix a price, in which case the parties remaining in the business shall have the right to take or to refuse the interest at the price so determined.
TIME FOR PAYMENT AND SECURITY:
In the event the purchase price is payable because of the death of a Shareholder, it shall be paid as follows:
In the event that Corporation or the surviving Shareholders have received insurance proceeds on the death of the deceased Shareholder and such proceeds equal or exceed One Hundred (100%) percent of the purchase price, the amount of such proceeds shall be paid in cash up to the total amount of the purchase price within five (5) days after their receipt by Corporation or the surviving Shareholders, or within twenty-five (25) days after the qualification of the decedent's personal representative, whichever date is later.
In the event that Corporation or the surviving Shareholders have received insurance proceeds on the death of the deceased Shareholder, and such proceeds total less than One Hundred (100%) percent of the total amount of the purchase price, the amount of such proceeds shall be paid in cash within five (5) days after their receipt by Corporation or the surviving Shareholders or within twenty-five (25) days after the qualification of the decedent's personal representative, whichever date is later. The balance, if any, of the purchase price, whether due from Corporation or from the surviving Shareholders, shall be payable in sixty (60) equal monthly installments, the first of which installments shall be due on the first day of the next fiscal year of the estate of the deceased Shareholder immediately following the date of initial payment, and shall bear interest at the rate of nine (9%) percent per annum on the unpaid balance thereof, which interest shall also be payable monthly commencing with the payment of the first installment of principal. Installment payments shall be applied first to accrued interest and the balance in reduction of principal. Corporation and the surviving Shareholders shall have the right to prepay the unpaid balance in whole or in part at any time without penalty.
The unpaid balance of the purchase price, whether due from Corporation or from the surviving Shareholders, or both, shall be evidenced by a judgment note, or notes, which shall contain a fifteen (15) day grace period, after notice, within which to cure any default and which shall provide that no judgment may be entered thereon unless a default continues after the expiration of the grace period. Such unpaid balance shall be secured by the shares of stock being purchased hereunder.
The best time to negotiate and sign a shareholders agreement is while the small business shareholders are healthy and the business is profitable.
Upon the death of a Shareholder, the Corporation shall have an option to purchase all of the shares of stock then owned by such deceased Shareholder. The option granted Corporation hereunder shall be exercised by written notice from Corporation to the personal representative of such deceased Shareholder within thirty (30) days after the qualification of such representative, or sixty (60) days after death, whichever is later. Upon the exercise of such option, the personal representative of such deceased Shareholder shall be required to sell all of the shares of stock of Corporation subject of the exercise of the option by Corporation at the price and in accordance with the terms herein set forth. If the qualification of such representative or sixty (60) days after death, whichever is later, the option granted Corporation hereunder shall lapse.
If there are any such shares of stock outstanding which Corporation desires to purchase but cannot because of legal limitations imposed on it, the remaining Shareholders agree to take all actions necessary (including, without limitation, transfer to Corporation of outstanding shares of its stock, contribution to its capital or arranging for a valid reappraisal of its assets) in order that Corporation can legally acquire the shares of stock. After giving effect to the foregoing, if there are any shares of stock of Corporation which cannot legally be purchased by Corporation (or which Corporation determines not to purchase pursuant to the option herein granted), the remaining Shareholders shall be required to purchase, and the personal representative of such deceased Shareholder shall be required to sell, said remaining shares of stock at the price and in accordance with the terms set forth herein.
It is expressly understood and agreed that this agreement shall apply to and govern the personal representative or representatives of any deceased Shareholder.
PURCHASE PRICE:
For the purpose of this Agreement, if the parties can agree upon a price to be paid, then the parties having the right to purchase may take the interest at such price so agreed upon. But in case the parties cannot agree upon a fair price or book value thereof, then each of the parties shall have the right to appoint one experienced business man as arbitrator, who, if they can agree, shall fix a price, whereupon the parties to this contract remaining in the business shall have the right to purchase the said interest of the said party going out at such figure, if they so desire, but they shall have the option to refuse or to take the interest at that price.
In the event that the two arbitrators so appointed cannot agree, then they shall choose a third party as umpire, and the decision of the majority thereof shall fix a price, in which case the parties remaining in the business shall have the right to take or to refuse the interest at the price so determined.
TIME FOR PAYMENT AND SECURITY:
In the event the purchase price is payable because of the death of a Shareholder, it shall be paid as follows:
In the event that Corporation or the surviving Shareholders have received insurance proceeds on the death of the deceased Shareholder and such proceeds equal or exceed One Hundred (100%) percent of the purchase price, the amount of such proceeds shall be paid in cash up to the total amount of the purchase price within five (5) days after their receipt by Corporation or the surviving Shareholders, or within twenty-five (25) days after the qualification of the decedent's personal representative, whichever date is later.
In the event that Corporation or the surviving Shareholders have received insurance proceeds on the death of the deceased Shareholder, and such proceeds total less than One Hundred (100%) percent of the total amount of the purchase price, the amount of such proceeds shall be paid in cash within five (5) days after their receipt by Corporation or the surviving Shareholders or within twenty-five (25) days after the qualification of the decedent's personal representative, whichever date is later. The balance, if any, of the purchase price, whether due from Corporation or from the surviving Shareholders, shall be payable in sixty (60) equal monthly installments, the first of which installments shall be due on the first day of the next fiscal year of the estate of the deceased Shareholder immediately following the date of initial payment, and shall bear interest at the rate of nine (9%) percent per annum on the unpaid balance thereof, which interest shall also be payable monthly commencing with the payment of the first installment of principal. Installment payments shall be applied first to accrued interest and the balance in reduction of principal. Corporation and the surviving Shareholders shall have the right to prepay the unpaid balance in whole or in part at any time without penalty.
The unpaid balance of the purchase price, whether due from Corporation or from the surviving Shareholders, or both, shall be evidenced by a judgment note, or notes, which shall contain a fifteen (15) day grace period, after notice, within which to cure any default and which shall provide that no judgment may be entered thereon unless a default continues after the expiration of the grace period. Such unpaid balance shall be secured by the shares of stock being purchased hereunder.
The best time to negotiate and sign a shareholders agreement is while the small business shareholders are healthy and the business is profitable.
Responsibilities after a Corporation is set up
n connection with the incorporation of a business, a licensed attorney should have performed the following legal services for you:
Prepared Articles of Incorporation containing the following provisions:
-Name of Corporation - Alternate names of Corporation -name director 1- Address: name director 2- Address: - Aggregate # of shares: 1,000 --Value of shares $1.00 --registered agent: --address of registered agent --engage in the business of...Any legal purpose
PREPARED correspondence and fax to Capital Information Service PO Box 2041 Trenton, NJ 08607 with request for immediate incorporation
Review filed Certificate of Incorporation
Review corporate kit with book and seal
PREPARED Minutes and By-Laws for corporation including the following:
--commencement date --hour of meeting including a.m./p.m. --date certificate of incorporation filed: --bank name: --address of principal place of business: --number directors written out (e.g., three): -number of directors to call special meeting written out: -number of days oral notice for special meeting written out: -number of days written notice for special meeting written out: --number of directors for quorum written out: --name and address of location where first meeting held -- name and address of location where annual meeting will be held:
PREPARED MINUTES OF ORGANIZATIONAL MEETING OF FIRST BOARD OF DIRECTORS
PREPARED WAIVER OF NOTICE OF MEETING OF BOARD OF DIRECTORS
PREPARED ACKNOWLEDGMENT OF ATTENDANCE OF FIRST MEETING OF BOARD OF DIRECTORS
PREPARED ORGANIZATIONAL RESOLUTIONS ADOPTED BY BOARD OF DIRECTORS
PREPARED MINUTES OF FIRST MEETING OF SHAREHOLDERS
PREPARED WAIVER OF NOTICE OF MEETING OF SHAREHOLDERS
BENEFITS OF A CORPORATION: Setting up a Corporation will provide the officers with certain protections if they keep up all their corporate status. In a corporation, the liability of the owners is limited to the amount they pay for their shares of stock. The names of the stockholders are also private from the public. A corporation is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
A major disadvantage of most corporations is double taxation on corporate profits and the dividends after they are paid to the shareholders. Another drawback is that tax losses, such as from depreciation, usually can-not be passed through to the stockholders.
In an "S" corporation, a special "election" is made so that profits are passed through to the stockholders with no Federal income tax (IRS) to the corporation as an entity. Some states, such as New Jersey, do not recognize "S" corporations for New Jersey state tax purposes. There are many advantages and restriction on the "S" corporation election. Your accountant can explain the following assets, taxes and employee benefits analysis.
C Corporation
Advantages l. Tax deferral @ l5% first $50,000 of income 2. Medical Insurance is deductible 3. Group term life insurance is deductible
Disadvantages l. Maximum tax rate is 34% 2. Double taxation 3. Favorable liquidation tax treatment is no longer available resulting in double taxation.
S Corporation
Advantages l. Single level of federal taxation 2. Single level of taxation upon sale or liquidation of business
Disadvantages l. Medical and group term life insurance is not deductible
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS WE CAN PREPARE OR REVIEW FOR YOU:
l. Prepare Corporate Resolutions each time major decisions must be made 2. Review franchise agreements 3. Prepare/Review buy-sell agreements 4. SS-4(Federal) application for Employer Identification Number 5. Provide specific legal advice 6. Prepare and File Certificate of Change of Registered Agent 7. Revise By-Laws 8. Revise meeting of shareholders documents 9. Prepare and File Trade Name Certificate with County Clerk if requested l0. Prepare Shareholders/ Stockholders Agreement ll. Prepare Agreement of Sale l2. Prepare Promissory Note l3. Prepare and File Annual Report to Secretary of State l4. Prepare/Review lease agreements or purchase agreements
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
l. Is the minute book up to date? 2. Are the minutes signed? 3. Do the minutes reflect the following?
a. Annual shareholder's' meeting? b. Annual directors' meeting? c. Special meetings? d. Retirement plan contributions? e. Bonuses? 4. Are stock certificate books properly up to date? 5. Are by-laws properly up to date? 6. Are proper records of expense reimbursements being kept?
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
7. Has corporate tax been estimated? 8. Have deposits on federal and state taxes been paid? 9. Are there any earnings accumulation problems? l0. Have state and federal tax returns been prepared? ll. Have all tax returns been filed on time? l2. Should a subchapter S election be made or recorded? l3. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.
As a free additional service to clients, the Kenneth Vercammen & Associates, PC law office will hold your file in storage for seven years. We will also continue to provide you with updates on certain recent changes in the Law. We look forward to helping you and your family in the future. To improve our service to clients, we hope you can fill out the enclosed Client Questionnaire and return it to our office in the stamped, self-addressed envelope.
Prepared Articles of Incorporation containing the following provisions:
-Name of Corporation - Alternate names of Corporation -name director 1- Address: name director 2- Address: - Aggregate # of shares: 1,000 --Value of shares $1.00 --registered agent: --address of registered agent --engage in the business of...Any legal purpose
PREPARED correspondence and fax to Capital Information Service PO Box 2041 Trenton, NJ 08607 with request for immediate incorporation
Review filed Certificate of Incorporation
Review corporate kit with book and seal
PREPARED Minutes and By-Laws for corporation including the following:
--commencement date --hour of meeting including a.m./p.m. --date certificate of incorporation filed: --bank name: --address of principal place of business: --number directors written out (e.g., three): -number of directors to call special meeting written out: -number of days oral notice for special meeting written out: -number of days written notice for special meeting written out: --number of directors for quorum written out: --name and address of location where first meeting held -- name and address of location where annual meeting will be held:
PREPARED MINUTES OF ORGANIZATIONAL MEETING OF FIRST BOARD OF DIRECTORS
PREPARED WAIVER OF NOTICE OF MEETING OF BOARD OF DIRECTORS
PREPARED ACKNOWLEDGMENT OF ATTENDANCE OF FIRST MEETING OF BOARD OF DIRECTORS
PREPARED ORGANIZATIONAL RESOLUTIONS ADOPTED BY BOARD OF DIRECTORS
PREPARED MINUTES OF FIRST MEETING OF SHAREHOLDERS
PREPARED WAIVER OF NOTICE OF MEETING OF SHAREHOLDERS
BENEFITS OF A CORPORATION: Setting up a Corporation will provide the officers with certain protections if they keep up all their corporate status. In a corporation, the liability of the owners is limited to the amount they pay for their shares of stock. The names of the stockholders are also private from the public. A corporation is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
A major disadvantage of most corporations is double taxation on corporate profits and the dividends after they are paid to the shareholders. Another drawback is that tax losses, such as from depreciation, usually can-not be passed through to the stockholders.
In an "S" corporation, a special "election" is made so that profits are passed through to the stockholders with no Federal income tax (IRS) to the corporation as an entity. Some states, such as New Jersey, do not recognize "S" corporations for New Jersey state tax purposes. There are many advantages and restriction on the "S" corporation election. Your accountant can explain the following assets, taxes and employee benefits analysis.
C Corporation
Advantages l. Tax deferral @ l5% first $50,000 of income 2. Medical Insurance is deductible 3. Group term life insurance is deductible
Disadvantages l. Maximum tax rate is 34% 2. Double taxation 3. Favorable liquidation tax treatment is no longer available resulting in double taxation.
S Corporation
Advantages l. Single level of federal taxation 2. Single level of taxation upon sale or liquidation of business
Disadvantages l. Medical and group term life insurance is not deductible
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS WE CAN PREPARE OR REVIEW FOR YOU:
l. Prepare Corporate Resolutions each time major decisions must be made 2. Review franchise agreements 3. Prepare/Review buy-sell agreements 4. SS-4(Federal) application for Employer Identification Number 5. Provide specific legal advice 6. Prepare and File Certificate of Change of Registered Agent 7. Revise By-Laws 8. Revise meeting of shareholders documents 9. Prepare and File Trade Name Certificate with County Clerk if requested l0. Prepare Shareholders/ Stockholders Agreement ll. Prepare Agreement of Sale l2. Prepare Promissory Note l3. Prepare and File Annual Report to Secretary of State l4. Prepare/Review lease agreements or purchase agreements
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
l. Is the minute book up to date? 2. Are the minutes signed? 3. Do the minutes reflect the following?
a. Annual shareholder's' meeting? b. Annual directors' meeting? c. Special meetings? d. Retirement plan contributions? e. Bonuses? 4. Are stock certificate books properly up to date? 5. Are by-laws properly up to date? 6. Are proper records of expense reimbursements being kept?
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
7. Has corporate tax been estimated? 8. Have deposits on federal and state taxes been paid? 9. Are there any earnings accumulation problems? l0. Have state and federal tax returns been prepared? ll. Have all tax returns been filed on time? l2. Should a subchapter S election be made or recorded? l3. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.
As a free additional service to clients, the Kenneth Vercammen & Associates, PC law office will hold your file in storage for seven years. We will also continue to provide you with updates on certain recent changes in the Law. We look forward to helping you and your family in the future. To improve our service to clients, we hope you can fill out the enclosed Client Questionnaire and return it to our office in the stamped, self-addressed envelope.
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