LawProfessor.com

A limited liability company, or LLC, has a very unique personality, one that may take some getting used to for Americans. There is the partnership/sole proprietorship and the corporation. And then there is the LLC, which combines the benefits of both of these structures and in effect, is has its own identity. One of the key aspects of an LLC that is so different than in any other business structure is that the terms “shareholders” and “partners” can be tossed out and replaced with “members.”

What this means is a certain amount of great equality or inequality is possible. There can be one member or hundreds – it doesn’t matter, there’s no cap. In fact, a member can be a breathing human being or it can be a corporation. This basic makeup of an LLC is why profit sharing is sometimes hard to understand from the outside.

The owner of an LLC really can go about profit sharing however he or she likes. In partnerships, the profits are split right down the line. But in an LLC, they can be split in any which way. Moreover, an LLC can even be taxed as a corporation, meaning the owner(s) retain more profits. As the owner of an LLC, you basically get to choose how you want it to be taxed and who and where the profits go to.

There are a few pitfalls that come with this structure. First off, while the people up top have more power, this can mean bad news for more minor members. In corporations and partnerships, there is a required organization and while it can complicate and bore a company (who wants to keep meeting minutes?), it can also assure a smoother and fairer operation. Secondly, an LLC can’t live forever. Whenever a member dies or goes bankrupt, the LLC dissolves! That certainly can throw a wrench into an ideal profit sharing plan.

Still, another obstacle exists for LLC members when it comes to profit sharing. If they want to go public, it’s difficult to share profits. Same goes for sharing profits with employees – it’s not a practical move to make with an LLC. If you seek large-scale profit sharing, you probably should set up a corporation, not an LLC.

One important thing to note, however, is that there might be more profits to share in an LLC as double taxation is avoided, without the loss of protection of personal liability! This is of course one of the main reasons to form an LLC as opposed to a normal corporation.

It’d difficult to grasp any single concept with regard to LLC profit sharing, as it will vary from company to company. As it should. A large appeal of an LLC is that it can be managed in any way. This is great news for small companies who function well on their own and are all the more effective and profitable when they are given the reigns and can call the shots.

A living will is one of the two types of advance health directives available. A living will usually covers your directives as to what treatment you want, or don’t want, if you are ill and unable to give informed consent due to incapacity from the illness. Your living will is most often accompanied by a power of attorney or a health care proxy. The power of attorney portion of your living will names another person to make the decisions for your health and treatment if you are incapacitated and unable to do so.

There are many reasons why you should have a living will. In this modern technological age, doctors can do a variety of treatments, some even experimental, to help treat illnesses. Incapacitating illness can happen to anyone in the blink of an eye. There is no real way to be prepared for incapacitation, except to ensure that there is documentation about how your want your medical treatment to go should you not be able to answer for yourself. This is where a living will comes in.

If you are in a coma, on life support or otherwise incapacitated and unable to speak or answer questions, your living will does the speaking for you. It tells your family, loved ones and the doctors what you want and don’t want for treatment. There are many people who do not want to be put on life support at all and many families would have a difficult time making that decision should it come to that. Your living will answers those difficult questions, leaving the decision up to you and taking it off the shoulders of your family.

On the flip side of that coin, there are people who want every possible measure taken to ensure that all has been done – unending scopes of treatments and further into experimental treatments if necessary. Some families would see that pain and suffering and want to end it mercifully by not allowing the doctors to continue with treatment.

If you know what you want to have done, should you become incapacitated by an illness or accident, then you should have a living will drawn up. This lets your wishes be known to everyone and many families are opting for them now. It takes the ‘hard decisions’ off the shoulders of the families and does what you want with your life and body leaving them without guilt or remorse, or questioning what should be done.

Living wills are not difficult to draft, and should be accompanied with conversations with your loved ones and your physical. Don’t let your wishes only be known if there is an incapacitating illness for you. They can be done without the help of a lawyer or attorney, although it is highly suggested that you speak with your loved ones about your personal healthcare directive when you are completing it, so that they can comprehend your wishes.

It is an important decision to make to have a living will and naming a health care agent with your living will is also a very important decision to make. Your living will states what life supporting measures you want to have taken, if any, should you become terminally ill or incapacitated and unable to speak and answer questions for yourself. A health care agent is named in your living will to act on your living will’s directives for your health care.

Choosing someone to be your health care agent is a very large decision. You should discuss your wishes at great length with the person you have chosen. The person you choose should know your wishes and be comfortable with them. By talking to the person you choose as your health care agent, you will help them to understand your choices and decisions about your end of life care. It is obviously important to ensure that the person you choose as your health care agent is willing and able to carry out the wishes as stated in your living will.

While talking to the person who is appointed as your health care agent is important, it is also important that you talk to your physician, attorney, clergy and family about the choices in your living will as well. It would be more difficult for them to find out that you chose to have no life sustaining measures taken when you were already ill and incapacitated.

There are many people that you can choose to be your health care agent, however you are NOT allowed to name any of the following people as your health care agent:

– Your doctor
– A treating health care provider
– A non-relative employee of a hospital, your doctor or other health care provider who is treating you.
– An operator of a nursing home.
– Operator of an assisted living facility or community care facility
– A non-relative employee of a nursing home, assisted living facility or community care facility.

Your living will and your health care agent only take over in authority when you are unable to make your own decisions, such as being in a coma, having been diagnosed with a terminal illness that has rendered you mentally or physically completely incapacitated or other incapacitation in which you can not be held liable for answering questions directly relating to your treatment or health.

The person that you choose as your health care agent should be someone that you trust and know well, and that in turn knows you well. Discussions should be held in private when you ask the person to be your health care agent, should you become incapacitated. Allow them an open floor to ask any questions that they have regarding your decisions.

What is a living will?A living will is a document that declares your choices for end of life care, should you become terminally ill or incapacitated and unable to speak for yourself. 

 When does a living will come into effect?

A living will comes into effect when two doctors certify that you have an incurable illness and are terminal, or you are permanently unconscious or in a vegetative state.  

Will paramedics withhold treatment based on a living will?

No, a living will isn’t self-activating and only takes effect when two doctors certify that you are terminal and death is imminent. When those conditions are met, a ‘do not resuscitate’, or DNR, order is issued by your doctor. If you have a DNR, then paramedics will abide by that order.  

When can I have a living will?

You can have a living will if you are over the age of 18, of sound mind, and acting on your own free will.  

Is a living will apart of an ordinary will?

No, a living will specifies your healthcare wishes while an ordinary will deals with your property and estate.  

What are the life support choices I have with my living will?

There are three options for your living will and life support choices:

Have the doctors to everything that they can to keep you alive.

• Only life-sustaining measurements that you allow are to have an artificial feeding tube for nutrition and hydration.
• No life sustaining treatment, including nutrition and hydration.

However, regardless of which of the three options listed above that you choose, you will be provided with pain medication to keep you comfortable.

What happens if I am pregnant when I become incapacitated?

All life sustaining measures will continue if you are pregnant, regardless of any directives in your living will.  

Can I change my mind about the choices in my living will?

Yes, you can, you can always create a new living will and revoke or terminate your existing living will, even without creating a new one.

Who can I appoint as my healthcare agent?

Your healthcare agent should be someone you trust and that can handle the directives in your living will. There are many people that you can choose to be your health care agent, however you are NOT allowed to name any of the following people as your health care agent:

• Your doctor
• A treating health care provider
• A non-relative employee of a hospital, your doctor or other health care provider who is treating you.
• An operator of a nursing home.
• Operator of an assisted living facility or community care facility
• A non-relative employee of a nursing home, assisted living facility or community care facility.

Do I need a lawyer to do a living will?

No, you can do your living will on your own and it does not even need to be notarized or witnessed, however having a lawyer is always a good idea for such important papers.

There is a lot of confusion about living wills and whether or not you require an attorney to draft and sign a living will. The most basic answer of whether or not you need a lawyer to draft your living will is no, you do not.

You do not need to have a lawyer oversee the documentation of your living will however; you can hire a lawyer to help you draft the living will. Living wills are not required to be witnessed in order to be valid. You also do not need to have your signature notarized or witnessed in order for the living will to be valid in some states. However, a living will document is a very important one and it is always a good idea to have your signature notarized on any important documents, or to have them drawn up by an attorney.

It is always advisable to have a lawyer draft any important document that you need, such as a living will. A living will is very important and has ramifications to your end of life care. It’s best to discuss your wishes with other people, primarily your family and friends, your physician, your clergy or priest and your lawyer. By having many people know what your end of life wishes are, that are stated in your living will, they are more likely to feel comfortable with the decisions you have made and put in writing for them to follow, should something happen to you.

If you already had a living will before new legislation moved in, lowering the requirements for living wills to be valid, check with your lawyer if your current living will is still valid or if it needs to be redone. A few years ago, living wills were required to be witnessed and notarized and drawn up by a lawyer, however, those rules have relaxed quite a bit.

There are web pages online that offer templates for a living will that you can simply fill out and print off of your computer. However, while it is that simple to draft a living will, you should give it some serious thought and discussions with the people who are close to you. There are three basic life support choices that you have with a living will:

Have the doctors to everything that they can to keep you alive.
Only life-sustaining measurements that you allow are to have an artificial feeding tube for nutrition and hydration.
No life sustaining treatment, including nutrition and hydration.
However, regardless of which of the three options listed above that you choose, you will be provided with pain medication to keep you comfortable.

If you happen to be pregnant when you become incapacitated, you will be kept alive using all means necessary, regardless of what your living will states, until the birth of the baby, at which point, your living will would kick in and become activated with your choices.

A lot of benefits await a company that’s about to incorporate, but there’s a price to it all. A hefty price in fact. Incorporation is a long and sometimes grueling process. It also happens to be an expensive one. In particular, a company will face fees for incorporating – all this means is a company can’t really incorporate on its own; it often needs the help of an outside service to efficiently incorporate. There are steps you must take both before and after incorporation that require a lot of paperwork and changes to your business structure.

Basically, there are three ways you can incorporate. Are you a staunch do-it-yourselfer? If you know what you’re doing, you can save yourself a lot of money by incorporating yourself. But that’s not an easy task and most prefer to turn to an incorporation service or an attorney to guide them through the process. Some companies offer more complete incorporation services than others and typically, the upfront fees you are quoted won’t be all you end up paying out – there are many hidden costs. There’s another added factor that will affect your incorporation fees: your state. What state are you incorporating in? Each state has different filing fees.

Just as you would shop around for a car, or any relatively pricey product for that matter, you need to do the same for an incorporation service. There are unfortunately many bad deals out there and you don’t want to fall victim to a scheme. Read the fine print, ask about hidden costs, and make sure the services offered will lead to full, and not just partial, incorporation.

Also, consider the friendliness of the staff as a point of major importance. Incorporation is a complicated and serious step for a company to take and it must not be done casually. It’s best if you have a team of people skilled in incorporation on your side, ready and willing to answer every question and address every concern you have. Incorporation poses different problems for different companies and that’s why your incorporation service (or attorneys) must be in tune with your company’s individual struggles.

In fact, you may very well be advised not to incorporate as you comparison shop for an incorporation service! It’s not beneficial for every company to incorporate and if you can avoid the fees, why not?

But you’re probably wondering… what do these incorporation fees cover? What goes into incorporation exactly and why is it so expensive? Here are a set of tasks a good incorporation service will handle:

· State filing fees

· State recording fees

· Search for a name for the soon-to-be corporation

· Certificate of Incorporation preparation

· Filing the many important documents for incorporation

Furthermore, incorporation fees include that of forming the corporation and also a limited liability company. So keep that in mind as you think about the price of incorporation.

Do you feel even more confused now? The uncomfortable fact is incorporation is far from an easy thing to do, but there are a lot of services out there dedicated to making it a convenient option for your company. But it does have a cost! Even after you incorporate, you’ll still have more paperwork and jobs to do to keep your corporation in good standing. Chances are these pesky incorporation fees will be worth it in the long run, but only if you choose a good service.

Incorporation can be an equally important and intimidating task for the owner of a company, and because it’s also so expensive, many people prefer to file for incorporation without the help of an outsider. This will certainly save a soon-to-be corporation a lot of money. But unless a company’s owner knows what he or she is doing, it can be a great waste of time and effort and it can also hinder the incorporation process and render the company vulnerable to all kinds of problems.

So if you’re interested in self-filing for incorporation, it’s a good idea to get well-versed in all the jargon and learn about each and every step you’ll have to take. You may want to get an attorney on your side, regardless, if only to address concerns as they come up. And they most certainly will come up!

Here is a simple introduction to incorporating your business. The first question you must ask is: “what kind of corporation do I want to form?” There is a lot of literature, on and off line, that can help you find an answer – ultimately, it will depend on the size and function of your wannabe corporation. As you continue on with incorporation, keep in mind that the laws vary from state to state and county to county. You must constantly research the legality of every aspect of incorporation before you make any official decision.

Now, another important decision you will make is what state to file for incorporation in. For many, this decision will be an easy one, as you’ll file for incorporation in whatever state your company is located in. But what if you have more than one company spread out across states? Again, research the laws in the multiple states and pick the state that will be most auspicious for your corporation. Some state laws are more favorable toward businesses than others.

Here’s the fun part. What are you going to call your corporation? While you want to encourage the creative juices to flow, you won’t have total freedom in choosing a name. Some names are taken. With the help of the Internet and the United States Patent and Trade Office, you should discover what options are off the table pretty soon.

Now for the monotonous part. You must elect someone to register the company and also do all he filling for incorporation. That person could very well be you. This is indeed cost effective. Just make sure you know what you’re doing first, or you might find yourself in over your head.

Once you’re through with this process, you can start the real and more exciting work: determining the structure of your corporation, its Board of Directors, bylaws, etc.

So, do you think you’re ready to self-file for incorporation? The more informed you are, the better prepared you will be to get your corporation up on its feet without the help of an attorney or incorporation service. But the money saved won’t be worth it if you are ignorant about incorporation, because your mistakes will likely be costly ones.

Some companies may seem to escape death, but they will ever be able to escape taxes. That doesn’t mean there aren’t some tax benefits out there, though, that only the corporations are getting. Companies are tempted to incorporate for a number of reasons, but more and more often, taxes are the main motivator. But why?

Well, it’s important to note right away that incorporation only means tax benefits for some companies. For others, taxes might actually become a bigger problem than they were before. However, potentially, you have a lot to gain – in what you won’t be paying in taxes to the government – by incorporating. There are a few basic tax benefits that corporations often rely upon.

The first one is tax deferral. All this means, really, is that a company can keep more of its earnings. How can this be? When a company becomes a corporation, it becomes a separate entity of its owner and thus adheres to different rules than it did before. Typically, an owner must pay taxes directly to the government on his or her net income. But if that same owner has a corporation on his or her hands, it’s an entirely new ballgame. The corporation has different tax rates than its owner! Depending on the state, a corporation will have to pay little to no income tax. You can expect that the income tax of a corporation will be significantly lower than a personal income tax.

This may all sound very quaint and appealing, but there’s more to the story. The grass isn’t necessarily greener on the other side because of a nuisance called double taxation. Double taxation happens when both the shareholder and the corporation are taxed for various profits and gains. Especially when a corporation liquidates, this is a problem. (As new dividends make themselves known.) There are ways to resolve the double taxation dilemma, but it does take quite a bit of thought and planning.

Whether you’re running a company or a corporation, you must think about taxes in the long term. Don’t just plan for this year and next – think far into the future and foresee problems like double taxation. As you consider the tax benefits of incorporation, make sure to also consider the disadvantages and added complications. If you want to get the best bang for your buck when you incorporate, you must play an active role in the process of turning your company into a corporation. And that means you can’t take for granted the promise of tax benefits.

Also keep in mind that tax law is ever-changing and tax benefits that generations before you had may be nonexistent today, while new benefits may take their place. It’s advisable to keep up to date about what your state legislatures are coming up with from year to year. Because each company has its own personality and ambitions and of course net profits, some tax benefits may be more disposable than others. The only appeal of tax benefits is that a company retains more of its earnings, so if incorporation is costing you money in other areas, you will want to note this. It’s important to weigh all the costs and benefits against each other!

The Guantanamo Bay detainment camp in Cuba was set up by the United States military, and it is currently in use to house people suspected of being Al-Qaeda or Taliban operatives, as well as housing those whose names have been cleared but who have yet to be relocated. The detainment camp has become a central point not only in the opposition to the Terror and Iraq wars, but as a highly controversial benchmark for the use of torture on prisoners.

The American military, whose responsibility was to the prisoners in Guantanamo Bay, maintains that the said prisoners and suspects were not actually entitled protection under the Geneva Convention like other war prisoners and therefore most were held without trial and still in fact reside in the facility without having a trial date set. The American Criminal Law system dictates that all prisoners must only be held on strong suspicion of misconduct or crime and that each one of these must be taken into court and held to trial. The difference between this law and Guantanamo Bay, said the military, is that the latter is not on American soil and therefore different military-set laws apply.

The same response was given for the accusations of torture on prisoners residing in the naval base. The camp made headlines across the world when it was revealed that military personnel were using different methods of torture to try to extract information concerning terrorist plots from their prisoners. Following denial of the incidents, it was eventually determined that such practices had in fact occurred but that, again, the military felt it held precedent over American law due to the outlying position of the base.

Controversy has continued concerning the conduct of military personnel in the base and of course concerning the continuing unlawful practices according to American criminal law. Many prisoners remain without any real hope of trial and a large percentage of these are expected to remain indefinitely in the detention center. The international community is making an effort to reveal harsh and unlawful conditions of the naval base but so far very little has been done to change the circumstances concerning arrest and imprisonment of the captives. In many cases it remains unclear as to what suspicions were at work in the arrest in the first place, with only vague labels of ‘terrorism plot’ to justify the presence of any individual within the camp.

The Bush administration maintains that prisoners held in suspicion of their connection to the Taliban or Al-Qaeda are not subject to Geneva Convention international law because such law only applies to persons affiliated with an official nation; the Taliban and Al-Qaeda are no such formal entities on the international stage. To date, the Guantanamo Bay detention center continues to be used for the imprisonment of suspected dangerous terrorists and a very large percentage of the world population paying attention to the current political climate feel that the base is only used so that the American military might sidestep its obligations to international and American law.

Applying for a temporary visa to reside in the U.S. can sometimes be a long and difficult process, depending on your personal situation. But if you can fully prepare your immigration application, you have a much better chance at going through the process smoothly and of course successfully. Here is a guide on what you can do to prepare for visa application.

First of all, you’ll need to classify yourself. There are both non-immigrant and immigrant visas. And under those types, there are even more categories. Do you simply want to study, work, or tour the U.S. or do you want to permanently reside there? And if you are seeking work there, what kind of work? Etc. These are the kinds of basic questions you must first sift through before immigrating to the U.S.

So, listed below are various tips that will keep you pushing your immigration application forward without being interrupted or having to backtrack! It’s a tedious and complicated journey on its own, so avoid as many hangups and hiccups as you can from the get-go.

· Make sure your passport is up to date and will not expire anytime soon. You will need this to purchase your visa receipt! Even if your passport expires a whole year from now, that is still considered old. Obtain a new passport right away.

· You can download and print the visa application from your computer because it can be found online. You will need Acrobat Reader to do this and you may need to print out the form back to back on 8.5′ and 11′ paper. (Look into your consular office’s requirements for this.)

· Fill out all the questions of your visa application, except where an answer is not available. Put “NA” there.

· Remember that names are different from country to country. In your passport, your whole name might make up only one line and this must reflect your visa application! In other words, you will need to obtain a new passport with your first and last name more clearly identified. Those with South Indian names should be especially wary of this.

· Don’t forget to sign the form! If an applicant is under a certain age, a parent or guardian can sign it instead.

· Make sure to make your current address clear, as opposed to your permanent address.

· You will need a photo taken of you for your application. You must be faced to the front and in front of a light-colored background. As well, your photo must not be more than 6 months old. Again, these detailed requirements vary depending on what embassy you are applying for a visa through. So the most important part of immigration application prep is to investigate what unique requirements your embassy has.

But there’s a lot more you can do to get the ball rolling.

· Your U.S. sponsor should send the necessary documents to the consulars office as soon as possible.

· Make sure your sponsor and you are both on the same page, literally and figuratively.

· All documents sent in must be dated no more than one month prior to the time they are processed.

· Don’t correct errors on an application – just ask for a new one!

· There will be an interview – don’t take any valuable personal belongings with you, unless you have someone to go with who can watch over them while you’re at the interview.

Remember, that your immigration to the U.S. is never guaranteed. So the better prepared you are, the better your chances are at successfully immigrating.