Here at ELPO Law, we have been asked by many clients throughout the years to advise on and implement changing a company’s state of organization from out of state to Kentucky. Historically, the procedure appeared to be fairly uniform across the states, usually invoking the merger statutes of the two states involved – the current jurisdiction of the entity’s organization and the jurisdiction to which the entity desires to relocate. In recent years, more states are adopting “domestication” statutes which, if allowed by the organization’s home state, allows a corporation to “domesticate” in a new jurisdiction without having to wade through the merger process and learn how to satisfy every state’s merger statutes.
Plaintiffs and companies alike may be impacted by shifting jurisdictional boundaries based on a recent Supreme Court decision.
On March 25, 2021, the Supreme Court issued a decision in Ford Motor Company v. Montana Eighth Judicial District (consolidated with Ford Motor Company v. Bandemer). There were two lawsuits at issue, involving automobile accidents in Minnesota and Montana. The first suit alleged that 1996 Ford Explorer malfunctioned, killing the plaintiff. In the second suit, the plaintiff claimed that he was injured in a collision involving a defective 1994 Crown Victoria. Ford moved to dismiss both suits for lack of personal jurisdiction, arguing that the state courts only had jurisdiction over Ford if the company’s conduct in the state had given rise to the Plaintiffs’ claims. The automobiles at issue were only located in the forum States because of resales and relocations by consumers. Neither Plaintiff could show that Ford designed, manufactured, or sold the automobiles at issue in Montana or Minnesota. The Supreme Court held that Ford could be sued in both Montana and Minnesota even though the Ford cars involved in the accidents were manufactured and originally sold in other states.
The IRS announced on Wednesday that it will push back the tax return filing and payment deadlines for individuals to May 17 from April 15 partly due to the new $1.9 trillion relief law and its impacts on 2020 individual income taxes. We emphasize that this extended deadline is only for individuals, and not partnerships, corporations, or other filing entities. It also does not apply to paying estimated first quarter 2021 taxes, if you happen to fall in that category. Of course this is the case for now, but all could change in the next coming days. Regardless, the deadline for individuals will not revert to any date sooner than May 17.
What is relieving, and interesting for a tax professional, is that individuals can also delay paying taxes due on April 15 until May 17. Traditionally, extended deadlines apply to filing returns, but not paying taxes due. Penalties and interest will not start to accrue on unpaid balances until May 17.
By Charles E. “Buzz” English, Jr.
Has this happened to you…
You sold the goods or provided the services. The client or customer never questioned the bill or raised any quality issues. You’re not making an abnormally large profit on this transaction… you just are just looking to get paid so that you can pay your bills. Normally, if a customer does not pay, you would consider pursuing legal action.
But, as we are all well aware, we are in the midst of a pandemic. Unemployment is at the highest level of modern times. The latest estimate is that as many as 30,000,000 people are unemployed. Some businesses have been ordered to close down and others cannot operate because of public health issues. We may be facing a depression. But alas, a few businesses have received loans through the Small Business Administration while others may have received grants… which raises the question: is a customer not paying because it does not have the money or because it is holding on to its cash?
What should you do? How can you get paid? How long will this last? What are your options?
Tax season is behind us (ahh, it feels nice to type this…) but it’s never too early to remind folks what to look for in a tax preparer – particularly given the news out of the U.S. Department of Justice earlier this year.
The U.S. Department of Justice banned a Kentucky man from preparing tax returns for life after auditing several of his clients’ returns. He offered a service in which he would go to the home of a client and prepare their tax returns on the spot, but he filed fake deductions, including using his own relatives as dependents on their returns and falsifying letters from churches indicating that people had donated money that they had not. He is banned from preparing taxes for life, and rightly so. The Internal Revenue Service takes incidents like this very seriously and has taken a necessary step to help keep the tax preparation industry free of con artists.