Whether you are drafting or signing a contract for your business, it is important to look it over carefully so you know what exactly you are asking someone to agree to, or what exactly you are agreeing to in the case of signing. Reading the fine lines of a contract might not be the most exciting step in running a business to you, but it is important. The following are elements that you should be on the lookout for whether you are drafting or signing a business contract.
Negotiation: First and foremost, it is important to mention that negotiation is a key part in most contract formation. Each side needs to have the ability to express the terms and conditions they want present in the contract. From there, negotiation can take place to ultimately decide what those terms and conditions are.
Basic Elements: In California, there are basic elements that must be present in order for a contract to be enforceable. These are, at the bare minimum, what must be present in a contract.
Parties: Everyone that is going to be held to the terms of the contract need to be listed and identified appropriately.
Rights and Responsibilities: The point of most contracts is to outline the responsibilities of each party involved. Make sure the terms of the contract are spelled out clearly. Do not rely on a purely oral understanding of the contract. This is where it is important to read the entire contract because the responsibilities and rights of each party are often spread throughout the contract in various parts, not contained to just one paragraph.
Remedies: Every contract should include a provision for what should happen if things go awry. While you do not want there to be a breach of contract, knowing that there is a plan should something happen is imperative.
Confidentiality: Is this contract confidential? Or, are the terms and conditions going to be available to everyone? Make sure to include the requisite language of confidentiality, depending on your specific needs.
Disputes: Should there be a dispute during the term of the contract, it is important to spell out how that dispute should be handled. Arbitration, court, and mediation are common types of dispute resolution named in contracts.
Termination: Does either party have the right to terminate the contract? What are the conditions in which termination is appropriate? Be sure to include provisions about terminating the contract and the process to do so.
Incorporated Documents: If there are other documents relevant to this contract, make sure they are clearly referenced in the contract.
Signatures: In order for a contract to be enforceable, it must be signed by all parties involved. Be sure to check for the proper signatories who have the authorization to sign the contract.
The business attorneys at the Law Offices of Kris Mukherji are here for all of your contract needs. Whether you are drafting or signing a contract, we can help you understand and interpret the contract, as well as help you decide what terms and conditions you need to be present in the contract. Contact us today for a consultation.Read More
We are all sad when one of our favorite celebrities passes away. After spending years watching them in movies and on television, seeing them in magazines, and everywhere else, it can feel like a close friend has passed away. People all across the country recently mourned the death of beloved actor Luke Perry. Whether you watched him as the bad boy on Beverly Hills 90210 or the father of Archie on Riverdale, Luke Perry probably inhabited your television screen at some point. Last month, Perry suffered a massive stroke and was rushed to the hospital. He remained on life support for one week before his family ultimately made the decision to discontinue life support when it was clear recovery was not an option.
While Luke Perry was famous, he is no different than the rest of us when it comes to estate planning. Sometimes, people think they might not need an estate plan because they could not possibly have enough assets to require one. This is untrue, however. An estate plan is beneficial for everyone, from Luke Perry to your neighbor down the street.
Forbes reports that Perry did in fact have an estate plan, leaving his family with the peace of mind that they can carry out his last wishes as he would have wanted. While the story is tragic, there are some lessons that can be learned through Perry’s death. In 2015, after a colon cancer scare, Perry had a will drafted. Additionally, the fact that Perry’s family was able to end the life support being given to him indicates that a more elaborate estate plan was in place.
An estate plan will be different for every person, depending on their circumstances, but there are a few key pieces that need to be included:
- Last Will and Testament: This is the piece of an estate plan that everyone thinks about. A will sets out the decedent’s plan for how assets will be handled after death, as well as the general oversight of the estate.
- Advanced Directive: An advanced directive can come in many forms – durable power of attorney, healthcare power of attorney, etc. A power of attorney can be given to someone to handle business affairs, healthcare representation, and many other aspects of one’s life should one become unable to make his or her own decisions. Without an advanced directive, Perry’s family would have likely had to go through the court system to remove the life support being provided.
While Luke Perry’s death is certainly a tragedy, it is an opportunity for us all to look at our own estate plans and determine if we are prepared should something tragic happen. The estate planning attorneys at the Law Offices of Kris Mukherji are here to help you with your estate planning needs. We know you do not want to burden your loved ones after your death. Let us help you come up with a plan that ensures your wishes will be carried out. Contact us today for a consultation.Read More
We live in a litigious society. It would not be completely unheard of to suddenly find yourself at the center of a lawsuit. Car accidents, bad business dealings, extensive health bills that exceed the limits of your health insurance coverage, and even professional malpractice claims leave you open to the possibility of owing damages to another party. No one wants to think about his or her hard-earned assets being taken away. Estate planning gives individuals an opportunity to protect their assets in a variety of ways. One way to do this is through a domestic asset protection trust. A domestic asset protection trust is a trust that can protect personal assets.
Domestic asset protection trust are set up to personally protect various assets from creditors or lawsuits. Most states do not allow for a personal asset protection trust be set up. California law does not allow for a personal domestic asset protection trust, but that does not mean a trust can not be set up in one of the 14 states that allow them. The trustee of a domestic asset protection trust must be in the state that allows the trust formation.
Domestic asset protection trusts must be irrevocable and contain a spendthrift clause. Irrevocable means that once the grantor has transferred assets into the trust, they have effectively lost ownership of the trust. The beneficiaries of the trust would have to give the grantor permission to modify, amend, or terminate the trust or its terms. A spendthrift provision is a clause in an irrevocable trust that protects the assets of that trust from creditors. Since the grantor effectively lost the rights to ownership of the trust assets, creditors are not able to attach an interest to the assets in the trust.
Who Needs a Domestic Asset Protection Trust?
Those individuals who have a greater risk of being liable to others are usually good candidates for a domestic asset protection trust. Others who have a high net worth or a large amount of assets are also prone to lawsuits or creditors trying to obtain their assets.
While a domestic asset protection trust is way to protect your assets, the transfer of assets can not be done in a fraudulent way. Courts might find the transfer of assets to be fraudulent if they happened after the commencement of a lawsuit, or after a creditor has tried to obtain your assets. As such, it is important to speak with an estate planning attorney to make sure the set up of your trust is done in accordance with all laws.
The Law Office of Kris Mukherji is here to help you with your estate planning needs. From domestic asset protection trusts, to wills, and other types of trusts, our attorneys can help you determine what the best plan of action is for protecting your assets in a legal way. We know the thought of losing assets can be devastating, and no one wants to get caught up in a legal battle over assets. Contact us today for a consultation.Read More
More and more people are turning to naturopathic medicine as a solution to many health-related problems. Because of this increasing popularity, more and more naturopathic clinics are starting to appear and many individuals are considering opening their own businesses to take advantage of the trend. The business needs to be formed properly. An experienced business law attorney, like the the Law Office of Kris Mukherji, can help to make sure the formation of your business is done according to California law.
A naturopathic doctor corporation is a professional corporation. The Naturopathic Medicine Committee of California recognizes this type of corporation in California. The corporation’s main function revolves around providing the best services to individuals seeking care through a naturopathic doctor.
Steps to Forming a Corporation
There are many steps that must be done in order to legally form a naturopathic doctor or chiropractor corporation:
- Filing Articles of Incorporation with the California Secretary of State: The Articles of Incorporation are the “basics” of your business. The articles must include the name of the business, the purpose, shares the business is able to issue, street address, mailing address, and the registered agent of the corporation. There are many limitations and rules regarding the name of a business and who can be a registered agent. A business attorney can ensure you are complying with all laws.
- Prepare Bylaws: Most every corporation needs bylaws that are the rules of the corporation. These are not a filing requirement of the secretary of state, but almost every California corporation has bylaws.
- Appoint the Professional Corporation Directors: For professional corporations, the general rule is that the directors must be licensed so that they can conduct the professional activity the corporation exists for.
- Board of Directors Meeting: A board of directors meeting must be held.
- Stock Issue: Stock of the corporation must be issued to the stockholders.
- Statement of Information: This must be filed within 90 days of the Articles of Incorporation
- Taxes and Fees: all applicable California taxes and fees must be paid.
- Obtain a Business License: Corporations must obtain a local business license and make sure that they are complying with any local laws.
- Other Federal Obligations: If there are additional obligations remaining, these must be satisfied.
As you can see, there are many steps to forming a naturopathic doctor or chiropractor corporation. Each of the steps in formation must be done accurately and in accordance with the law. The Law Office of Kris Mukherji is here to help you with your business formation needs. We know that the key to a successful business is starting out strong. A business can not start strong without proper formation. Contact us today to get your naturopathic doctor or chiropractic corporation started.Read More
Both individuals and businesses make donations to charities. While donations are generally always welcomed, there are financial implications and considerations surrounding a donation that must be considered. A donation does not need to be an outright gift; there are other options available for donation purposes. It can be beneficial to set up a charitable remainder trust to donate to charity. A charitable remainder trust is an instrument that provides for donations to charity, while still allowing the donor to make income off of the property in the trust. A charitable remainder trust is an essential part of a financial plan that should be considered before making a large charitable donation or gift.
The Basics of Charitable Remainder Trusts
A charitable remainder trust is made by the settlor (the person setting up the trust) and transferring the property that is intended to be in the trust into the trust. The charity intended to receive proceeds from the trust is the trustee. The principal of the trust is invested and the settlor receives a portion of the trust in the form of an annuity. If the settlor dies, or the period of time specified for the trust elapses, the remainder of the trust is then distributed to the charity.
A charitable remainder trust is irrevocable, meaning that the trust cann ot be changed. When the property or assets are transferred into the trust, the trust is then the owner of the assets or property. Legal control of the property is transferred the trust. The charity must be an approved charity. Approved charities are usually those that are a tax-exempt organization under IRS definitions.
Types of Trusts
There are two main types of charitable remainder trusts:
- Charitable Remainder Unitrust: The annuity amount that is paid to the settlor is calculated annually as a percentage of the fair market value of the property donated in the trust.
- Charitable Remainder Annuity Trust: The annuity amount is a fixed percentage, meaning the settlor receives the same amount throughout the life of the trust
Benefits of a Charitable Remainder Trust
There are many reasons you might choose to set up a charitable remainder trust for donations.
- Tax Breaks: There are tax implications of a charitable remainder trust. The settlor is able to take a deduction over five years for the value of the gift being given through the trust. Additionally, there are no capital gains tax when the asset or property is sold.
- Receiving Income: The settlor is able to receive income over the life of the trust.
- Pursuing Philanthropic Goals: The settlor is encouraged to make charitable contributions, but is able to still generate income for themselves.
- Creditor Protection: Assets in the trust are generally protected from any creditors.
If you want to set up a charitable remainder trust, consult with an experienced attorney at the Law Office of Kris Mukherji. All of the benefits of the trust do not eliminate the complex process of setting up the trust. Contact us today to get your trust set up in the correct manner.Read More