The recently enacted Tax Cuts and Jobs Act (“TCJA”) introduced two tax saving opportunities. One option permits a taxpayer to defer gain from the sale of property that is reinvested in an investment in a Qualified Opportunity Fund (“QO Fund”). The second option permits the taxpayer to permanently exclude gain from the sale or exchange of the taxpayer’s…
Ohio Moves Forward with Licensing for Home Inspectors On January 4, 2019, Governor John Kasich signed into law Ohio’s New Home Inspection Act. Efforts to regulate home inspections, and require licensure for Ohio Home Inspectors has been ongoing for several years, but no legislation ever had enough support to pass until this year. It will…
One of the most important provisions in a contract is the liability insurance provision. For the most part, the business owner relies on an insurance agent to advise what coverage is needed for a particular contractual obligation. The business owner then sets forth the insurance requirement in the contract/lease and states that the other side…
On January 25, 2019, in SuperShuttle DFW, Inc., 367 NLRB No. 75 (2019) (“SuperShuttle”), the National Labor Relations Board (“NLRB”) affirmed the common law test for determining whether workers are independent contractors under the National Labor Relations Act (“NLRA”). Section 2(3) of the NLRA excludes independent contractors from protections under the Act such as the…
Business owners who are looking for ways to avoid probate and transfer their business ownership interests and effectively might want to consider making their limited liability company membership interests transferrable on death. While this procedure is not the right move in every situation, in some cases it is an appropriate way to handle the transfer…
Have an “S” Corporation? Want to acquire a corporation and treat it as a subsidiary? Want to avoid double taxation on the acquired corporation’s income? Consider making a Qsub election. An “S” corporation can acquire and own the stock of a “C” corporation. But having an “S” corporation own a “C” corporation may not make…
When an ownership interest in a partnership (or LLC taxed as a partnership) is transferred to a member in exchange for services, the tax consequences of such transfer are governed by partnership tax law. Ownership interests in partnerships can be profits interest, capital interests or both. Partnership tax law is quite complex, and there is…
When a shareholder joins or leaves an S corporation during the year, it can cause many problems. Among these problems is the question of how to allocate income for tax purposes. The IRS has issued Treasury Regulations to clarify how to deal with some of these situations. The S corporation’s structure is simple. There is…
Protecting the proprietary nature of your work product through the use of covenants not to compete is vitally important to business owners and has a bottom line impact on the value of your business. The Ohio Supreme Court in Acordia of Ohio, LLC v. Fishel, 133 Ohio St.3d 356 (2012), recently clarified the question of…