990 Preparation for Nonprofits

If you need to file US Form 990 (EZ & PF also), I would love to help.

If the total assets or revenue are more than $1,500,000 for the 990, please email me at cory@sidehustleretirement.com for a quote rather than building here. At the 1.5MM mark, pricing does not change as much.

990-EZ (Revenue below $200,000 and assets below $500,000)

Cost is $350

990 – Use 990-EZ base, plus add $1 per 1,000 dollars of revenue or assets (take whichever is larger) that exceed $500,000 to a maximum of $1,500,000. For example: If revenues or assets are $1,200,000, you will add $700 to the return for a total cost of $1,050.

990-PF, $350 Base. $175 per 1 Million in assets above $2,000,000. (Round. For example, if you have $2.4MM in assets, your price is $350, if you have $2.6MM, your price is $525.) Use the 990-EZ base above. For additions, use:

 

Extensions, if needed, are free with the purchase of the basic and any add-ons.

I am a licensed CPA in Georgia (032931.) You can go to CPAVerify.com.

If I missed something, email me at cory@sidehustleretirement.com. See the personal tax or corporate tax preparation blogs if needed. Source documents can be sent by mail, email, fax or shared file. I may also decide to pickup depending on location. Depending on the entity type, I will contact you within 24 hours to start gathering information needed.

Turnaround time is usually within two weeks once I get everything needed.

I also perform audits of nonprofits in Alabama, Florida, Georgia, North & South Carolina and Tennessee. Email me for more information or a proposal.

I typically can perform a compilation or review anywhere in the United States remotely.

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Corporate Tax Return Preparation

If you need to file US Form 1120 (S, PC, H, etc) or 1065 this year, you can build your own tax package.

If the total assets are more than $10,000,000 or total revenue more than $2,000,000, please email me at cory@sidehustleretirement.com for a quote. If you are not sure what you need, you can also send me last years tax return and I can give a quote.

Base 1120 or 1065, one K-1 and one State. 

Includes:

  • preparing your 1120 or 1065 and 1 State return
  • efile (some States require paper file)
  • reviewing your prior year return for mistakes or missed deductions
  • tax planning call late 2018 for the next year

Cost is $250

Add-Ons:

Additional States, $50 each  

Revenue exceeds $250,000, $100 

Capital Gain/Loss and Dividend transactions, $2 each 

Capital Assets, $2 each. This is for every asset placed in service (not expensed) during the year, and any assets that have remaining depreciable lives from the prior year return. After the first year or preparing your return, all past transactions would be in the system and only new assets need to be entered. 

Additional K-1s, prepared and mailed. $25 each 

Extensions, if needed, are free with the purchase of the basic and any add-ons.

I am a licensed CPA in Georgia (032931.) You can go to CPAVerify.com.

If I missed something, email me at cory@sidehustleretirement.com. See the personal tax preparation blog if you need. Source documents can be sent email, fax or shared file. I will need a final  trial balance to complete, otherwise I will need to bill based on time.

Turnaround time is usually within a week once I get everything needed.

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2018 US Individual Tax Preparation Packages

I decided to create several US tax packages for busy people. No more need to waste time and go to a tax prep firm.

Simple 1040 and one State. 

This is for a single individual or family that earns income (W-2) from a job or receives pension, or SSI. If you have investments requiring other forms, businesses or a farm, use the add-ons below. Includes:

  • preparing your 1040 and 1 State return
  • efile (some States require paper file)
  • reviewing your prior year return for mistakes or missed deductions
  • EITC, Child and Additional Child Tax Credit
  • Itemize deductions if meet the threshold
  • tax planning call late 2018 for the next year
  • direct deposit or paper check of refund, if applicable

Cost is $150

If that does not meet your needs, add-on to build a return that meets your needs.

Additional States, $30 each  

Schedule C Business (Sole Proprietor, Single Member LLC), no fixed assets

  • Business expenses $1-249,999, $50, each 
  • Business expenses $250,000-499,999, $75, each 
  • Business expenses $500,000-999,999, $100, each 
  • Per fixed asset added during the year, $5 each 

If your business has expenses over $1,000,000, add several combinations to the cart to get to the total expenses, or reach out for a quote.

Schedule D Stock Investor, $35 per block of up to 100 transactions (ie. if you have 321 stock transactions, add 4 each.) 

Other types of sales than through brokerage:

  • 1099-S (House, Timber, etc.), $25 
  • Installment sale to setup during the year, $50 

Schedule E Investor

  • $50 per property. 
  • Per fixed asset added during the year, $5 each 
  • Pass thru entities not prepared by us (K-1 received), $10 each. 

Schedule F Farmer

  • Farm expenses $1-249,999, $50, each 
  • Farm expenses $250,000-499,999, $75, each 
  • Farm expenses $500,000-999,999, $100, each 
  • Per fixed asset added during the year, $5 each 

If your farm has expenses over $1,000,000, add several combinations to the cart to get to the total expenses, or reach out for a quote.

Other Farm related: Farm Rental, $50 each Form 4835. 

Student

Student interest is included, but if you are a student and received a 1098-T, add $15

Extensions, if needed, are free with the purchase of the basic and any add-ons.

I am a licensed CPA in Georgia.

If I missed something, email me at cory@sidehustleretirement.com. See the business tax preparation blog if you need these services for your business. Source documents can be sent email, fax or shared file.

Turnaround time is usually within 3 days once I have everything needed.

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Elements of Governmental Financial Statements: Cash and Investments

GASB Concepts Statement No. 4, Elements of Financial Statements, gives the basics for identifying governmental assets and liabilities that should be included in State & Local Government financial statements.

This Concepts Statement establishes definitions for the seven elements of historically based financial statements of state and local governments. Elements are the fundamental components of financial statements. The elements of a statement of financial position are defined as follows:

  • Assets are resources with present service capacity that the government presently controls.
  • Liabilities are present obligations to sacrifice resources that the government has little or no discretion to avoid.
  • deferred outflow of resources is a consumption of net assets by the government that is applicable to a future reporting period.
  • deferred inflow of resources is an acquisition of net assets by the government that is applicable to a future reporting period.
  • Net position is the residual of all other elements presented in a statement of financial position.

The elements of the resource flows statements are defined as follows:

  • An outflow of resources is a consumption of net assets by the government that is applicable to the reporting period.
  • An inflow of resources is an acquisition of net assets by the government that is applicable to the reporting period.

In this post I will outline some of the important notes for cash and investments. In the next post, I will discuss accounts receivable.

Now let’s dive deeper.

ASSETS

Since governments provide services to their citizens, present service capacity means that an asset has an existing capability for the government to provide service. Control means the government has the ability to use the present service capacity in a manner that will meet the citizens’ needs.

Cash

Cash is extremely important since it is the primary operating resource for the government. Cash deposits are reported similar to a corporate entity, with the exception that governmental deposits must be secured by a collateral when they exceed FDIC insurance coverage limits at a specific bank or institution. States can vary on collateral and institution requirements, so if you are an auditor or financial manager of the government, research your specific State’s requirements.

Due to the ability of cash, a liquid asset, to be misappropriated, governments need to inform the users of the financial statements of the risks. Common disclosures are:

  1. Deposit policy and any custodial or foreign currency risk, or absence of a policy. Custodial risk is when deposits are uninsured. (All governments that I deal with are not affected by foreign exchange risks, so I will not detail.)
  2. Significant violations of legal provisions during the period reported and actions taken to address.
  3. Losses recognized during the period due to default and amounts recovered from prior periods.

Investments

Investments are not as liquid as cash. These can be investments of surplus funds to finance future operations or pension funds to finance the pension obligations. GASB has released numerous reporting standards for investments:

  • GASB Statement No. 3 was the first standard for investments.
  • GASB Statement No. 31 required investments to be presented at fair value on the balance sheet.
  • GASB Statement No. 34 is the current standard reporting model
  • GASB Statement No. 38 updated the note disclosures to disclose violations of legal and contractual provisions.
  • GASB Statement No. 40 improved the accountability of potential risks.
  • GASB Statement No. 53 gave guidance on certain types of derivatives and other financial instruments.
  • GASB Statement No. 59 updated previous standards: removed fair value exemption for unallocated insurance contracts, investment pools from Statement No. 31 and limited interest rate disclosures, and refined the guidance in Statement No. 53 for net settlement, financial guarantee contracts and leveraged yield.
  • GASB Statement No. 64 clarified the requirements for terminating a hedge accounting when parties to a swap agreement.
  • GASB Statement No. 72 provided guidance for determining a fair value measurements and disclosures.
  • GASB Interpretation No. 3 relates to reverse repurchase agreements.

Under the GASB Codification: Section 3100 Fair Value Measurement or Section I50 under specific balance sheet and operating statement accounts, guidance taking all of the above is referenced.

Section I50 requires fair value reporting for all investments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Determining fair value:

  1. When quoted market prices are available, fair value calculations use the number of units times market price per unit.
  2. Interest earning investment contracts adjust when interest rates change
  3. Mutual funds use the fund’s current share price.
  4. Investments in external investment pools look to the share value of the underlying investments

Amortized Cost can be used for money market and investment contracts that have a remaining maturity at the time of purchase of one year or less.

Investment income and changes in the fair value of investments is recognized in the operating statements.

Five types of Investment Risks presented in the Financial Statements or Notes.

  1. Credit risk – the risk an issuer will not fulfill their obligations. Outlined in the notes with information about credit ratings.
  2. Custodial credit risk – the risk the government will not be able to recover the value of an investment or collateral securities in the possession of an outside party.
  3. Concentration of credit risk – a substantial percentage of the portfolio is held in one or a few securities. Disclosure is required when more than 5% is held in a single instrument.
  4. Interest rate risk – risk of adverse affects on fair values from changes in interest rates. GASB Statement No. 40 gives five methods to access interest rate risk and management’s assessment.
  5. Foreign currency risk – risk of exchange rates effecting deposits or investments.

External Investment Pools

Two types are typically used: Sponsored Pool and Joint Powers Pool. Georgia, Georgia Fund 1,  has a sponsored pool that operates in a manner consistent with SEC Rule 2a7 of the Investment Company Act of 1940, thus is labeled “2a7-like pool.”

The external portion of each pool sponsored by a government should be reported as a separate fund using the economic resources measurement focus and the accrual basis of accounting. The internal portion represents the primary government’s share and should be reported as an asset in the appropriate funds and components. The difference between the two is “net position held in trust for pool participants” and is a fiduciary fund.

Derivatives

I have dealt with derivatives more on the for-profit side. Study GASB Statement Nos. 53, 59 & 64 for detailed reporting. I will just give the basics here.

A derivative instrument is a financial instrument or contract that has all of the following characteristics:

  • Settlement factors include one or more reference rates (rate payment is linked, ie. LIBOR) and notional amounts (number of measures the payment depends on.)
  • Does not require an initial net investment or provide for an initial net investment that is smaller than would be required for similar types of contracts that reflect changing market conditions.
  • Terms for net settlement can be accomplished by means outside the contract or an asset is delivered that would put recipient in a similar position.

Derivatives are included in the investment heading on the statement of net position. Changes in value are shown in resource flow statements.

Fair value is measured by market price if an active market exists for the instrument. If a market does not exist, market, cost or income approaches to valuation is used. GASB Statement No. 72 provides information on valuing derivatives.

Hedges

Governments may hedge their risks if the items is hedgeable and effective at reducing the identified risk. Hedgeable is defined as “single asset or liability, groups of similar assets or liabilities, or an expected transaction that will expose a government to specific financial risks, such as adverse cash flows or changes in fair values.”

Hedges must be evaluated at the end of each reporting period. GASB Statement No. 53 outlines several methods of evaluating the effectiveness of the hedge. Instruments should no longer be hedged when:

  1. The hedging derivative investment is not longer effective
  2. The hedged expected transaction occurs
  3. Likelihood the hedged expected transaction will occur is no longer probable
  4. Hedged asset or liability is retired or sold
  5. Hedging derivative instrument is terminated
  6. Refunding in the defeasance of the hedged debt

As mentioned above, I will continue this post for the other accounts on the Statement of Net Position.

If you are a small municipality or government authority in the Southeast, I would love to provide an audit proposal if needed. Please reach out to me at cory@sidehustleretirement.com.

If you already have engaged auditors, but have them compile the financial statements at an additional cost, I can act as an outsourced reporting manager and do as a contractor at a reduced cost. If you do not have an individual with suitable knowledge and experience, you may get internal control deficiencies having an auditor prepare your financial statements.

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GASB Statement No. 83: Certain Asset Retirement Obligations

Effective after year ending June 15, 2018, GASB has issued Statement No. 83 for AROs. It is intended to establish criteria for determining the timing and pattern of recognition of a liability and a corresponding deferred outflow of resources for asset retirement obligations (ARO.)

An ARO is a legally enforceable liability associated with the retirement of a tangible capital asset.

This guidance is separate from the landfill closure and post-closure maintenance guidance (GASB Statement No. 18.) This will most likely affect special districts, such as hospital authorities that use imaging equipment that require radiation and sewage treatment plants that have laws or regulations requiring shutdown and dismantling in the future.

GASB 83 requires an ARO liability to be recognized when it is incurred and reasonably estimable, similar to other liabilities. The liability may occur as a result of external or internal obligating events. External events include approval of federal, state or local laws or regulations, establishment of a legally binding contract or as a result of a court judgment. Internal events may be a result of contamination or other events.

Recognition occurs by placing the asset into service. If a capital asset is purchased, an external event previously listed requires a liability, then the purchase of the asset triggers recognition. Once the ARO liability is recognized, the offsetting debit is a deferred outflow of resources, unless the capital asset is permanently abandoned prior to operation. Should this occur, the offsetting debit is to expense.

GASB 83 requires measurement of the liability upon recognition based on the best estimate of the current value of outlays expected to be incurred. This is based on the weighting of all potential outcomes, including the costs of all equipment, facilities and services needed. The deferred outflows of resources (or expense) would be the same number.

After the initial measurement, the government should adjust the current value of the ARO for inflation or deflation. They should also evaluate relevant factors that would adjust the estimated outlays, including, but not limited to changes in technology, laws, regulations, contracts, court judgments and other factors.

Should a liability increase or decrease before retirement of the capital asset, there is a similar adjustment to the related deferred outflows of resources. Should the adjustment occur at the time of retirement or after retirement, an expense is recognized in the period of occurrence.

The deferred outflow of resources will also amortize systematically and rationally over the period of the capital asset’s useful life. The period would shorten if the ARO was recognized initially after the asset was placed into service (amortize over the remaining estimated useful life.)

The footnote disclosures should disclose the following:

  1. general description of the ARO and associated capital assets with the source of the obligation (law or regulation, court ordered, etc.)
  2. methods and assumptions used to measure the liability
  3. remaining useful life of the asset
  4. description of how and required funding or assurance provisions are being met (review surety bond, letters of credit, etc.)
  5. if not separately presented in the Statement of Net Position, amount of assets restricted for the payment of the liability 

This post is a summary of the pronouncement. You can visit the GASB website for the full statement. Audit service in Gainesville, Jacksonville & Ocala, FL.

If you have any questions or need an audit proposal (if you are a GA or FL entity), please email me at cory@sidehustleretirement.com. Audit services in Valdosta & Tallahassee.

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How To Get Past The Receptionist On A Sales Call

You finally mustered up the courage to use the phone to sale your service. When you call your target customer, the person answering the phone quickly sends you packing.

While this may be demoralizing to you, it’s not personal, it’s his or her job to protect the boss’s time. The worst thing you can do is use shady practices to get past the gatekeeper. You will most likely need to deal with them again in the future, so make an ally instead of an enemy.

Some of the more popular ones that have been used in the past, but I do not recommend are:

  • Acting as you already know the buyer, when in fact, you do not. “Good Morning, is John in?” This is not as effective as it was 10 years ago because receptionists have learned, but it still works. The problem of acting like you are a good friend is when the call is placed through, the buyer is upset you got through and the receptionist may be reprimanded and would be upset with you. Even if you get an appointment, you have made an enemy at the front desk.
  • Throwing the receptionist off balance. There are both good ways and bad ways to interrupt a receptionists standard script to weed out sales calls. A bad one is:

You: “Hello is John in?”
GK: “May I ask who’s calling?” or “What company are you with?”
You: “Who is this?” or “I have to have a company?”
GK: “What is this about?”
You: “That’s why I’m calling him.”

  • Avoiding direct responses. Most receptionists use three questions to brush off a salesperson: Who’s calling, What company are you with, and What’s this about? Sales reps sometimes use phrases such as “I’ll be happy to tell you, but it’s important I speak to him” and “I’m not exactly sure” to avoid these questions. It’s best to be honest and answer.

The best way to get through the gatekeeper is to make him or her your ally. I use the following script:

Me: “Good Morning. This is Jack with ABC Co. Is Jill available?”
GK: “She is not in her office right now, would you like her voicemail?”
Me: “Please, but first with whom am I speaking?” (If did not identify upon answering)
GK: “Debbie.”
Me: “Debbie, what is the best way to reach Jill in your opinion?”

While you may be screened, this simple way gets through to the buyer, their voicemail, or with some businesses, a relayed conversation with the buyer through the receptionist. It’s simple, but better than being shady. I sell services, so I do not want a bad reputation in my area.

As mentioned above, you can use pattern interrupt to take control of the conversation without being deceptive:

GK: “XYZ Corporation, how may I help you?”
Me: “Good morning, who am I speaking too?” (Pattern Interrupt)
GK: “This is Debbie”
Me: “Good morning, Debbie. This is Jack with ABC Co, I’m calling for Jill.”

This takes the initial ammunition from the gatekeeper.

The last method I use is to call during nonstandard hours. Most companies operate around 8am to 5pm, I make calls starting at 7:30am and after 5:30pm frequently. I have even had a little success speaking with potential clients on Saturdays.

During off times, you can usually get to a buyer’s voicemail. I leave a brief email telling who I am, what I do, ask for an appointment and leave my number. I wait two business days and usually follow up with an email.

What do you do to get past the gatekeeper?

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Joint Venture Agreement

If you are considering a joint venture with another company, make sure you have a signed agreement in place that spells out the product, service or other outcomes desired and how the joint venture will be managed.

Your agreement will need to outline the following, at minimum:

  • FORMATION OF JOINT VENTURE

1.1 Formation. Company 1 and Company 2 (the “Venturers”) agree to form a joint venture (the “Joint Venture”) on the terms and conditions set forth in this agreement.

1.2 Name. The name of the Joint Venture will be NAME.

1.3 Principal Office. The principal office of the Joint Venture will be at ADDRESS.

1.4 Term. The term of the Joint Venture will commence on the date of this agreement and will terminate on xx/xx/xxxx unless terminated earlier under the provisions of this agreement.

1.5 Purpose. The purpose of the Joint Venture is to (STATE PURPOSE.)

1.6 Assets. Title to assets of the Joint Venture will be held in the name of the Joint Venture and, except as otherwise provided in this agreement, no Venturer has any right to those assets or any ownership interest in them except indirectly as a result of the Venturer’s ownership of an interest in the Joint Venture. Assets of the Joint Venture may not be commingled with those of a Venturer or any other person. Assets belonging to a Venturer that have not been transferred to the Joint Venture will remain the assets of the Venturer and will not be considered assets of the Joint Venture despite the fact the Venturer uses the assets in performing its obligations under this agreement.

  • CAPITAL CONTRIBUTIONS
  • DISTRIBUTIONS
  • MANAGEMENT
  • ACCOUNTING
  • TERMINATION
  • LIQUIDATION
  • CONFIDENTIALITY
  • REMEDIES OF DAMAGES
  • RELATIONSHIP OF VENTURERS
  • MISCELLANEOUS PROVISIONS

Get the entire 7 page joint venture agreement emailed to you in Word format.

 

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Statutory Close Corporations in Georgia

Certain licensed individuals or groups can elect to practice as a professional corporation. My personal business is organized in the State of Georgia this way. The specific rule in Georgia is O.C.G.A. § 14-7-1.

Please note that I am not licensed to practice law, this is just my understanding and experience of the law as it relates to me. Get guidance from an attorney if you have questions.

Professions allowed:

  • Certified Public Accountancy
  • Architecture
  • Chiropractic
  • Dentistry
  • Engineering
  • Land Surveying
  • Law
  • Pharmacy
  • Psychology
  • Medical
  • Veterinary
  • Professional Nursing
  • Harbor Piloting

Corporations having 50 or less shareholders may organize or elect to become a professional corporation. If through amendment, at least two-thirds of shareholders must approve. The following must be on each share certificate issued:

“The rights of shareholders in a statutory close corporation may differ materially from the rights of shareholders in other corporations. Copies of the articles of incorporation and bylaws, shareholders’ agreements, and other documents, any of which may restrict transfers and affect voting and other rights, may be obtained by a shareholder on written request to the corporation.”

Share Transfers

Unless stated in the articles of incorporation or by the rules that govern (O.C.G.A § 14-2-911 & 912), shares of a close corporation may not be voluntarily or involuntarily transferred. Except to the extent the articles of incorporation provide otherwise, this Code section does not apply to a transfer:

(1) To the corporation or to any other holder of the same class or series of shares;

(2) To members of the shareholder’s immediate family (or to a trust, all of whose beneficiaries are members of the shareholder’s immediate family), which immediate family consists of his spouse, parents, lineal descendants (including adopted children and stepchildren), and the spouse of any lineal descendant, and brothers and sisters;

(3) That has been approved in writing by all of the holders of the corporation’s shares having general voting rights;

(4) To an executor or administrator upon the death of a shareholder or to a trustee or receiver as the result of a bankruptcy, insolvency, dissolution, or similar proceeding brought by or against a shareholder;

(5) By merger or share exchange under Article 11 of this chapter or an exchange of existing shares for other shares of a different class or series of the corporation;

(6) By a pledge as collateral for a loan that does not grant the pledgee any voting rights possessed by the pledgor; or

(7) Made after termination of the corporation’s status as a statutory close corporation.

A shareholder wanting to transfer shares must first offer them to the corporation by obtaining an offer to purchase the shares for cash from a third party. The offer must be in writing and state the offeror’s name, address, number and class of shares, offering price per share, and any other terms.

A third party is eligible to to purchase the shares if eligible to become a qualified shareholder under State or Federal tax statutes and the purchase will not cause a personal holding company or other tax penalty.

Within 20 days of receiving the offer, the corporation shall call a special meeting to decide whether the corporation should purchase the offered shares. Within 75 days of the offer, the corporation should provide written notification of acceptance or the offer is rejected. If the corporation makes a counteroffer, the shareholder must provide a written notice within 15 days to accept or the counteroffer will be rejected.

If an offer to purchase the shares is rejected, the seller can transfer the shares to a third party 120 days after making the offer to the corporation.

Compulsory Purchase of Shares Upon Death

The executor of the Estate may require the corporation (or cause – see above) to purchase or dissolve the shares of the decedent, unless specified in the articles of incorporation.

A person entitled to exercise the compulsory purchase right must deliver a written notice, describing the number and class of shares and a request that the corporation offer to purchase within 120 days of the shareholder’s death to the corporation. See the corporations timeline from the transfer section above.

If the corporation makes an offer, they must include the latest annual and interim financial statements. The corporation’s offer must be accepted in writing within 15 days or it is rejected.

If determined by the articles of incorporation or other written agreement, the price and terms are fixed, unless the purchaser defaults. Under default, the seller is entitled to commence a dissolution.

If an offer to purchase is rejected or no offer is made, the person exercising the right may commence a proceeding against the corporation to compel purchase in the superior court of the county of the corporation’s registered offices. The corporation must notify in writing, at its expense, all of the shareholders and anyone else the court requires ofthe commencement of the proceedings.

The court determines the fair value of the corporation and orders the purchase or dissolution of the corporation. If the corporation does not make a payment within 30 days of the court order, the seller can petition to have the corporation dissolved.

Usually, all costs of the court proceedings are split equally between the corporation and seller. The court may assess a portion or all of the total costs against the seller if the fair value does not exceed the corporations last offer or against the corporation if the fair value exceeds the offer.

Agreements

All the shareholders may agree in writing to regulate the exercise of the corporate powers and the management of the business affairs of the corporation, and the relationship among the shareholders.

This in effect, (a) eliminates a board of directors, (b) restricts the powers of the board, (c) effectively treats the corporation as a partnership, and (d) creates a relationship among the shareholders and the corporation that would otherwise be appropriate only among partners.

If the corporation has a board of directors, but an agreement exists that restricts their powers, the board is relieved of the liability of the law. The liability is transferred to each person the power is vested.

A provision eliminating the board of directors or entitling one or more shareholders to dissolve the corporation is not effective unless the articles of incorporation or bylaws approved by the shareholders contain a statement to that effect.

The statutory close corporation may operate without a board of directors if the articles, bylaws or other agreements have a statement to that fact. Not having board (allowing the shareholders to manage) and not having the requirement for annual shareholder meetings is one of the main benefits of organizing as a close corporation. An annual meeting is required if one or more shareholders deliver a written request at least 30 days before May 31st or other designated meeting date.

While a corporation is operating without a board of directors (1) all corporate powers are exercised by and under the authority of the shareholders; (2) unless proved otherwise, (a) action requiring director approval is authorized if approved by the shareholders, and (b) action requiring a majority vote of the directors is authorized if the majority percentage of shareholder votes on the action; (3) the shareholders with the powers of the board are liable for the law imposed on directors; (4) a statement that the corporation is a statutory close corporation without a board of directors and that the action was approved be the shareholders; and (5) the shareholders may appoint one or more shareholders as designated directors, allowing to sign documents.

Any amendments to the articles of incorporation eliminating the board of directors must be approved by 2/3 of the votes.

Liability

Like with the other corporation structures, liability is limited. Although the close corporations do not observe the usual corporate requirements, that is not a ground for imposing the personal liability to the corporation on the shareholders.

Mergers 

A merger that would terminate the close corporation status or create a close corporation of the surviving corporation must be approved by 2/3 of the votes.

Sale of Assets

A sale, lease or exchange of all or substantially all of the property of the the statutory close corporation must be approved by 2/3 of the votes.

Termination of the Professional Corporation

The corporation can terminate its status as a professional corporation by amending the articles of incorporation to delete the statement that is is a professional corporation. The amendment must be approved by 2/3 of the votes.

Dissolution

The articles of incorporation, bylaws or shareholder agreement may authorize one or more shareholders (or percentage of shares) to dissolve the corporation at will or occurrence of a specified event. Those exercising a dissolution must provide written notice of the intent to dissolve to all other shareholders. 31 days after the effective date of the notice, the corporation can begin the liquidation process.

Taxation

The Federal Tax Rate is a flat 35% and Georgia Tax Rate is a flat 6% plus net worth tax.

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Negotiating A Raise

When I left my last position, I did not negotiate properly. I felt that I was underpaid compared to others (since payroll was under my duties, I saw what everyone else made.) I gave a two-week notice, but gave them the opportunity to keep me on at a 20% higher salary. They did not flinch.

I had wanted to start my own business anyway, but I should have waited until my wife started receiving paychecks first. Since leaving, I have read how to properly negotiate for a raise.

In I Will Teach You To Be Rich, Ramit Sethi outlines a three-month plan for asking for a raise.

  • Three months before you ask, start tracking everything you do and the results received.
  • Three months out, you also need to sit down with your boss and discuss expectations and opportunities to exceed.
  • Two months before, ask to sit down with your supervisor again. Show your results and ask what you can do to improve.
  • One month before, schedule a meeting with your manager and mention that you want to discuss compensation. Ask what information you need to bring to the meeting. You should be able to judge at this point whether s/he is receptive to the idea.
  • Two weeks before, role play with co-workers or good friends with business experience. Get competitive salaries for your position. www.salary.com and www.payscale.com are the ones listed in the book. (Note from me: I use Robert Half’s salary guide, but there are others specific to industries. Depending on where you live, the cost of living is different so the salaries may not be relevant. For example, the average site controller salary (nationwide) is $90,000, but the cost of living in my area is 84 (100 is average.) Multiply the 90,000 by .84 to get the salary average in your area, which is $75,600 using this example.

If your request is denied, the next step could be to look for another job. Since most employers ask for your salary history, a 10% raise is common.

Erin Burt with Kiplinger magazine gives similar advice, but not in the 3 month time frame. She advocates using timing after a big win on your behalf. Your boss will be happy with your performance and may be more open. She also mentions considering additional benefits and perks in lieu of a salary increase.

I should have used either pieces of advice, but I was chomping at the bits to get started.

What steps have you taken to successfully get a raise?

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Finding Your Desire

I started reading Think and Grow Rich by Napoleon Hill this weekend. Last week was a difficult week in my journey, so I needed an uplifting book. I have seen numerous posts in the past where this book has been credited with changing lives. Click the link above to get your own copy (Affiliate Link.)

This afternoon I am reading the chapter on desire. I have always thought goals important, and the book outlines how to take your financial goal and turn into the outcome desired. “Consists of six definite, practical steps:

  1. Fix in your mind the exact amount of money you desire. Be definite as to the amount.
  2. Determine exactly what you intend to give in return for the money you desire.
  3. Establish a definite date when you intend to possess the money you desire.
  4. Create a definite plan for carrying out your desire, and begin at once, whether you are ready or not, to put this plan into action.
  5. Write out a clear, concise statement of the amount of money you intend to acquire. Name the time limit for its acquisition. State what you intend to give in return for the money, and describe clearly the plan through which you intend to accumulate it.
  6. Read your written statement aloud, twice daily, once just before retiring at night and once after rising in the morning. AS YOU READ, SEE AND FEEL AND BELIEVE YOURSELF ALREADY IN POSSESSION OF THE MONEY.”

To apply this to myself:

  1. $500,000
  2. I intend to give up 8 hours per week. I will work an additional 8 hours on my “side hustle” to generate the income needed, invest and grow to $500,000. Considering the average person watches 4.5 hours of TV per day, I can reduce TV and other time wasters without sacrificing family time.
  3. November 1, 2043 (turn 66 in the month.)
  4. My plan is to have a side business (office cleaning), publish eBook (working on a book to write business plans) and offer information products on my blogs. I will need to save nearly $8,000 per year, but each year I do not reach, the amount will increase. I will invest all savings, primarily in quality stocks.
  5. & 6. Done!

What are your retirement goals? How are you achieving?

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