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Articles

• R&T in the Community
• Choosing Estate Planning Agents
• Protecting Your Family's Assets
• Real Estate Taxation
• New Massachusetts Corporate Statute
  

R&T in the Community

Richardson and Tyler serves not only our clients, but the community in which we live.

On August 7, 2004, the firm will sponsor the 3rd annual  golf tournament to benefit the Stoughton Public Schools’ award winning music program.  Last year, we raised over $6,000 to support excellence in our public schools.

At the Heritage Music Festival last spring in Williamsburg, Virginia, showcasing the best schools on the east coast, Stoughton was awarded the “best of festival” trophy and their Jazz Band will open the Hatch Shell on Memorial Day.

Golfers, sponsors, and other interested parties are invited to telephone or email jklements@rtlegal.com for more information.

Choosing Estate Planning Agents

Is your estate plan in the right hands?   When preparing an estate plan, serious consideration should be given to your choice of agents to manage your estate.

A Power of Attorney nominates a person to be responsible for your finances if you are unable to manage your estate due to a disability; your Health Care Proxy will make decisions about your medical treatment if you are unable to make or communicate those decisions; and your Executor is responsible for overseeing the administration of your estate after your death. 

These estate agents should be people you trust, but the additional “criteria” for choosing an effective agent differs significantly based on the role that they will play in administering your estate.

Please call and speak with one of our attorneys for more information on how to ensure that your estate will be administered to meet your stated wishes.

Protecting Your Family’s Assets

A threat of lawsuits exists for every business, regardless of size and type.  While there is no way to erase the threat of lawsuits, there are ways to limit your personal liability, should your business ever be subject to a claim for damages.

Aside from having adequate insurance, some methods for creating an umbrella of asset protection are:

• Conducting your business through a corporate entity, such as a limited liability company (LLC).  If you are conducting a business in your own name, or in your name as a trustee, you are left open to claims against all of your property and assets.  Structuring your business through a limited liability company will limit any claims against that entity to property held by the entity.
• Create a family limited partnership (FLP) to hold personal assets and real estate.  In this type of partnership, the general partner has significant control over the FLP’s assets, and can control asset distribution.  A creditor can hold an interest in the FLP, but cannot force the entity to make a distribution to satisfy its claim.

Real Estate Taxation

Selling Investment Property? Act before the sale to avoid capital gains tax.

A like-kind exchange is a “safe harbor” that permits you to sell appreciated property and defer capital gains tax – if you structure the deal properly…

To obtain this advantage:

• Purchase replacement property within 180 days of the sale;
• Identify the replacement property within 45 days of the sale.
• In the interval, escrow the funds with a disinterested party.

Other points to remember:

• Plan ahead to document the transaction to withstand an audit;
• This benefit applies to commercial or investment property, not a personal residence;
• Cash or other property may be included, to equalize a transaction without losing deferral of tax on all the capital gains.

The tax benefits of a like kind exchange are considerable – the documentation and procedures can be complex, so consult with a qualified professional before proceeding.

New Massachusetts Corporate Statute          

On July 1, 2004, Chapter 156D of the Massachusetts General Laws become effective.  It is a complete revision of the Business Corporation Law and has application beyond even business corporations.  How will this new statute affect your business and what are the steps every business should take to alleviate the confusion and chaos that could come with this enactment?

• Forming a new corporation?  Be alert to new procedures.
• Actions via meetings and consents will change.  Old forms for minutes may not suffice.  Bylaws can be amended to provide for action by less than unanimous consent.
• Names of officers will change – the “clerk” is now the “secretary”.
• Methods of combination and dissolution will change.

Richardson and Tyler’s Ed Polubinski, corporate lawyer and author, has written and testified against these changes.  His recommendation?  Review your basic documents – articles, bylaws, and stockholder agreements.

• Do they comply with the statute?
• Are they still effective, or has the statute changed them, without your knowledge?
• Are there new possibilities for you to run your business in a more flexible, cost effective fashion?

The upcoming comprehensive revision of his book on Massachusetts Business Corporations in the Massachusetts Practice Series will address these issues and many more.

These materials are offered for information purposes only. Do not act or rely upon any of the resources and information available in or from this site without seeking professional legal advice. This material may be considered advertising under the rules of the Supreme Judicial Court of Massachusetts.

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