Many business owners form several types of business entities to hold their assets and operate different aspects of their businesses. A common strategy is to form limited liability companies to hold real estate. The operating entity, such as a manufacturing entity, pays monthly rent to the real estate LLC and this can work to keep liability of the operating entity separate from the real estate LLC. Some LLCs are formed to hold other assets, such as personal property that is leased to the operating entity. Also, LLCs are commonly used to manage family-owned assets and facilitate transfers among family members. LLCs are not required to have the formalities of meetings, minutes, and notices which are required for corporations. However, for an LLC to maintain its liability protections and protect itself from IRS attacks, it is prudent to exercise some formalities to evidence that the LLC is maintained as a separate entity and is not the alter ego of its owner(s). We advise many of our Cottage Law clients and business owners and families who use LLCs to hold and manage assets that they should treat the LLC as a business by following the pointers below.

• form the entity in strict compliance with the law of the state where it is formed
• apply for and obtain a federal ID number
• fund the LLC with assets immediately upon formation or soon after forming the entity
• the assets transferred to the LLC should be titled in the name of the LLC and ensure that insurance policies reflect the proper ownership
• the LLC should have its own bank accounts that are not used as the members’ (the owners’) personal cash registers
• all LLC related funds should go in and out of LLC accounts; any distributions to the members should be from the funds held in the LLC’s accounts
• the LLC’s assets should not be for the personal use of the members unless the members compensate the LLC for the use of the assets
• personal assets should not be transferred to the LLC unless those assets are for a business purpose and no longer to be used personally
• if the LLC has a manager, the manager should respect the fiduciary duty he or she has to the owners in conducting the affairs of the LLC
• if a member dies, the LLC should continue to operate as usual, as opposed to dissolving, because the IRS could argue the LLC was solely formed for the avoidance of taxes and not legitimate business purposes
• the Operating Agreement should provide a roadmap as to how distributions are to be made and no deviation from this should occur
• the LLCs books and records, corporate and financial, should be attended to on a timely basis and with professional care
• the Operating Agreement should provide for how voting rights are allocated, and while different voting requirements can be established to suit the needs and concerns of the members, the voting requirements should be respected at all times
• the members of the LLC should receive K-1s to attach to their income tax returns
• the members should hold annual meetings and keep minutes of those meetings, filing them in the record book
• the members should hold special meetings for important decisions or provide signed consent resolutions, filing those documents in the record book

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Fireworks Aren’t Just for Kids!

Our “thank you” to our community
I know you’ve had a busy summer filled with plenty of activities, however, I hope you and your family will add one more special and local event to your calendar. I would like to invite you to be our guest to attend the annual Fireworks Display at the Suttons Bay Marina Park on Saturday, September 3rd of Labor Day Weekend. This is a very special evening for business owners who come together to sponsor an event for “locals” to say “thank you” to our community for a great summer. We are proud to be one of four senior sponsors, along with Hansen Foods, Bahle’s of Suttons Bay and Bonek Insurance Agency.

So fill your picnic basket with summer snacks and grab your blankets and lawn chairs and join us at dusk, along with your friends and neighbors, to enjoy an evening of “Oohs and Aaahs” as fireworks light up the night sky over Suttons Bay. You too will discover that fireworks aren’t just for kids!

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Dan A. Penning

Voted Best Lawyer / Law Firm Leelanau County

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“No Dad, I have to go for the team.”

When I suggested to my son, Casey, he could bypass the weekly “Team Trivia” competition he gave me a very matter-of-fact reply of “No Dad, I have to go for the team.” So off we went to the Village Inn to meet up with “Casey’s Team” for an evening of burgers and “I’ve got that one, it’s The Matrix” or “Luxembourg” as “the northern most country beginning with the letter “L” to not play in the last winter Olympics.” Luckily the Coopers were on hand to offer up “entropy” for “the science of boiling and cooling water,” and “Baltimore” as the “location of John Hopkins Medical Center and University.” Another round of high fives and beaming smiles as the points began adding up.

“Who makes up these questions?”
In the past I’ve shared comments with you that while listening to Casey I sometimes ask myself, “Who knows this stuff?” While listening to the trivia questions I kept asking myself, “Who makes up these questions?” And then I realized it didn’t matter, because teams were coming together, joining in hushed huddles to come up with their own answers. What mattered was the feeling of community with friends and neighbors in spite of the competitive atmosphere. The timing of one song between each round of questions and answers is enough time spaced out across the evening to catch up on recent events, upcoming activities, and to discover something new about friends and swap summer stories. It’s also enough time to lean back, relax and share a few laughs at our own expense.

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Several weeks ago, I shared a poem written by Emily Perl Kingsley entitled, “Welcome to Holland.” (click here to read the “Holland” Reflections blog post) The poem reflects Kingsley’s experience of raising a child with a disability to help people who have not shared that unique experience to understand it and in some small way imagine how it would feel.

A recent experience
Based on the overwhelming response to my previous post and the poem, I thought it would be appropriate to share a recent experience I had with my son, Casey, who is autistic. Casey recently spent several days with me at our Suttons Bay home after the Fourth of July weekend. As often happens during the summer months, when balancing two separate homes and office locations in Farmington and Suttons Bay, my wife had returned downstate with the other two boys after the holiday for their summer job and sports camp commitments. This left Casey and me on our own. Although the summer months result in a lot of activity at my firm’s Suttons Bay office, including client meetings and work to do, Casey and I were able to take some time off together.

Casey’s “list of things to do”
One of the items that is consistently on Casey’s “list of things to do” when we are together up north is to take a day and go kayaking on one of the local rivers or lakes. One Saturday morning, we packed our provisions for the day and headed over to the Putt and Paddle at the The River in Glen Arbor, Michigan (www.theriverglenarbor.com) and met Mike, the owner, to outfit ourselves with a kayak for the day’s trip. We chose a trip down the Crystal River and Mike and his crew took good care of us in driving us to the “drop spot” for a several-hour journey down the river.

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Blog Added to Our New Cottage Law & Cottage Succession Planning Website!

We’ve added a blog to our new cottage law website to post additional information about cottage succession planning, and for cottage family members to post their favorite memories of time spent at the family cottage. Please stop by and share your own favorite cottage memories!

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You will soon be receiving your 2010 Notice of Assessment for your Michigan real property. We pursue tax appeals both at the local Board of Review and before the Michigan Tax Tribunal.

We can help with . . .

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The HAITI Assistance Income Tax Incentive Act has recently been enacted into law to provide tax payers who give to charities providing earthquake relief in Haiti an opportunity to deduct their tax deductible donations on either their 2009 or 2010 tax returns. Only cash contributions are eligible as opposed to contributions of property. Tax payers must itemize deductions on their tax returns in order to benefit from the Act. Qualifying contributions must be made to an organization that is assisting with the relief efforts as approved by the IRS which are listed in IRS Publication 78.

If you have questions, please feel free to contact The Penning Group.

I’m pleased to announce that one of Michigan’s premier business journals, DBUSINESS, recently announced its 2010 “Top Lawyers” in metropolitan Detroit – and three of the principals with Wright Penning & Beamer made the list.

DBUSINESS compiles its list as a resource and reference guide for its readers. Selection criteria include: Read the rest of this entry »

The corresponding picture of my 16-year-old son, Tucker, with this blog post, was recently taken at a hockey tournament in Cleveland, Ohio. Tucker, by all accounts, is one of the best goal scorers for his team. For the first two games of the tournament, Tucker was repeatedly frustrated by missed opportunities and some remarkable goalie saves that sent him into the tournament semi-final game with no goals. The first two periods of the semi-final game were more of the same. Tucker worked and worked, but no goals. He kept focused and worked hard in the third period and then, with 30 seconds left, he seized an opportunity and scored the game-winning goal. The picture was taken right after the goal was scored. Success at last!

As I reflect on Tucker’s experience, it occurred to me that his path to success in that situation mirrors how we, as adults, should pursue success. Dr. Alan Zimmerman, in his internet newsletter “Tuesday Tip” recently commented on the various studies that have been conducted about achieving “success”. In his newsletter, Dr. Zimmerman cites four key elements of success which is first to “toil awhile” and secondly “to endure awhile”. The last two steps of success are to “believe always” and the final step being “never turn back”. Dr. Zimmerman states, “the folks who make it in this world…the folks who become truly successful…continue to toil and endure in spite of their problems, challenges, and setbacks. Successful people know that hard work does not prevent problems. It simply gets them through the problems.”

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