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Friday, September 22, 2017

Who Are the Decision Makers in Your Estate Plan? (Part 2)

Continuing the discussion about the key decision makers that may impact your estate.  In the second part of this discussion, we are giving more information regarding the individuals you can choose to help run your estate!

Read more . . .


Friday, September 1, 2017

Who are the Decision Makers in Your Estate? (Part 1)

Your Estate Plan involves a lot of decision making!  Part of this process involves choosing decision makers to act on behalf of the Estate.  We are giving a breakdown, role-by-role, of the key decision makers that will be involved in the Estate administration!

Read more . . .


Tuesday, August 8, 2017

Estate Planning for Millennials - You're Not too Young to Start Planning! (Part 3)

You have made it!  The third (and final) installment dedicated to my fellow Millennials.  For this segment, I am discussing asset protection - what it entails and how it works.  


Read more . . .


Monday, March 21, 2016

All About Business Series: #1 Limited Liability Company (LLC) Basics

The All About Business article series will cover many common questions that clients ask when they’re looking to form a business (or when they’re “fixing” an existing business). 


Read more . . .


Friday, September 4, 2015

Watch Tiffany Ballenger interview on August 29th episode of Fox News Channel's "Bob Massi is the Property Man"

Tiffany Ballenger, Esq., of Phillips Ballenger Estate Attorneys, is again featured as a legal expert the Fox News Channel's show, "Bob Massi is the Property Man" (episode aired on Saturday, August 29th).

In this segment, Tiffany discusses different legal strategies and options for struggling homeowners.

            Watch Tiffany's interview here.  

            To learn more about the show, click here.

Stay tuned for more episodes of "Bob Massi is the Property Man" Saturdays on the Fox News Channel at 9am PST (12pm Eastern) and Sundays at 12pm PST (9am Eastern).

Thanks for everyone's comments and feedback!  So glad you're watching! 

-Tiffany

 


Tuesday, July 14, 2015

Nevada Secretary of State Fees to Increase under SB 483- Effective July 1, 2015

Pursuant to SB 483 of the 2015 Nevada Legislature, effective July 1, 2015, certain Nevada Secretary of State fees will change as follows:

What does this mean for you?

For many of our clients who have Limited Liability Companies (rather than Corporations), the fees will only increase $25.00 annually.  For those with Corporations (or other entities listed above), the fee increase will be more drastic- a $500.00 fee for the state business license plus a $25.00 increase in filing fees.

Some clients may wish to explore converting their existing entity structure from a Corporation to an LLC, as appropriate.  As always, please feel free to contact us with any questions or concerns!

-Tiffany Ballenger, Esq. 


Tuesday, August 26, 2014

Nevada is voted Best Trust state in America (again)...

Tiffany Ballenger, Esq., Phillips Ballenger Estate Attorneys:

Good news for Nevada residents, practitioners & those who form Nevada based trusts- Nevada wins "by a landslide" once again for best state to form a trust. 

Here's the article from Trust Advisor.com-

 


Read more . . .


Saturday, February 22, 2014

Phillips Ballenger Announces Military and Teacher Discounts

We are happy to announce that all current and former Military service members and current teachers will be offered a discount on Estate Planning, Asset Protection (including LLC formation and Nevada Asset Protection Trusts) and Short Sale/Loan Modification retentions. 

This is our way to thank you for your dedication and service to our country and community!

-Tiffany Ballenger, Esq.


Monday, April 8, 2013

Protecting an Elderly Mother's Assets

Dear Liz: Could you advise us on how to protect our 93-year-old mother's assets if she should become ill or die? She does not have a living will or a trust regarding her two properties.

Answer: "If" she should become ill or die? Your mother has been fortunate to have had a long life, presumably without becoming incapacitated, but her luck can't hold out forever.

Your mother needs several legal documents to protect both herself and her assets. Perhaps the most important are powers of attorney for healthcare and for finances. These documents allow people she designates to make medical decisions and handle her finances for her should she become incapacitated. In addition, she may want to fill out a living will, which would outline the life-prolonging care she would and wouldn't want if she can't make her wishes known. (In some states, living wills are combined with powers of attorney for healthcare, and in others they are separate documents.)

These legal papers aren't important just for the elderly, by the way. You should have these too, since a disabling illness or accident can happen to anyone.

Your mother also should consider a will or a living trust that details how she wants to parcel out her estate to her heirs. Of the two documents, wills tend to be simpler and cheaper to draft, but a living trust means the court process known as probate can be avoided. The probate process is public, and in some states (particularly California) it can be protracted and expensive. A living trust also could make it easier for someone to take over managing her finances in case of incapacity or death.

You can find an attorney experienced in estate planning by contacting your state's bar association. Expertise and competence are important, so you may want to look for a lawyer who is a member of the American College of Trust and Estate Counsel, an invitation-only group that includes many of the best in this field.

If she or you are trying to protect her assets from long-term care or other medical costs, you'll need someone experienced in elder care law to advise you.

-Liz Weston, Los Angeles Times

http://articles.latimes.com/2013/mar/29/business/la-fi-montalk-20130331


Tuesday, March 26, 2013

Bankruptcy Judge refuses to dissolve LLC

A recent case further bolsters Limited Liability Protection, in this case, under Federal Bankruptcy Law. 

In In re Warner, 480 B.R. 641 (Bankr, N.D. W. Va. Sept 27, 2012,) the trustee in the bankruptcy of an LLC member asked the Bankruptcy Court for a declaration that the LLC was dissolved pursuant to the LLC's own operating agreement, which called for dissolution upon the bankruptcy of a member.  In this case, the Court denied the Trustee's motion, relying on provisions in the Bankruptcy Act that trump other contracts.  This ruling left the trustee with very limited options for liquidating the member's LLC interest and paying out to the bankruptcy creditors. 

 

 

While most of my asset protection planning involves third-party (i.e. non-bankruptcy) creditors, however this case is important in light of the fact that the court upheld asset protection provided by the member's LLC. 

 

-Tiffany Ballenger, Esq.

 

 


Wednesday, March 13, 2013

Why Nevada LLC's might just be the "best"!

SB 405 went into effect on October 1, 2011. It strengthens the asset protections available to Nevada-based entities. The updated charging order language affects Nevada Limited Liability Companies (LLCs), Corporations and Limited Partnerships (LPs). The law changed as follows: the new language in the statute makes the charging order the exclusive remedy of a judgment creditor- including single member LLC’s and single shareholder corporations. A charging order is a remedy issued by the court giving the creditor a lien over the debtor’s interest in the entity. As such, this new language solves the problem brought forth in case law (specifically single-member LLC cases). Using the generous provisions provided by Nevada statute, many opportunities for asset protection and estate planning can be designed to maximize protection and take advantage of the charging order as the exclusive remedy, discouraging litigation and encouraging settlement.

Main Advantages of Forming Entities Post SB 405: No Equitable Remedies Allowed

Most significantly, SB 405 adds key language to the entity statues specifically stating that no other remedies may be applied. Equitable remedies have served to allow a court to evade the “charging order as the exclusive remedy” language in the past. Equitable remedies are court-granted remedies that require a party to act or refrain from performing a particular act. Under the doctrine of limited liability, a corporate entity is liable for the acts of a separate, related entity (or individual) only under extraordinary circumstances, commonly referred to as piercing the corporate veil. Federal common law typically involves a two pronged test for piercing the corporate veil: the party sought to be charged must have used its alter ego to perpetrate a fraud or have so dominated and disregarded its alter ego's corporate form that the alter ego was actually carrying on the controlling party's business instead of its own. In the Ninth Circuit, cases suggest (at least in California cases), that fraudulent intent in incorporation need not be shown to pierce the veil, as long as it can be shown that the separate identity of the corporation has not been respected and that respecting the corporate form would work an injustice on the litigants.   The test for alter ego liability is almost identical to the veil-piercing test.  Alter ego has been defined as a lack of attention to corporate formalities, commingling of assets and intertwining of operations. Alter ego requires demonstrating that the two corporations (or individual and corporation/company) functioned as a single entity. Applying this notion, the court could set aside the protection afforded by the corporation or company by ordering that the company or corporation is the owner’s “alter ego” then piercing the corporate veil by stating that the company and the individual are one in the same (and going after the other’s assets in satisfaction of the judgment). Of course, veil piercing and alter ego concepts are separate and distinct. Piercing the corporate veil allows the court to find A vicariously liable for B's debts. By contrast, a contention that A is B's alter ego asserts that A and B are the same entity. Liability then is not vicarious but direct. Most other forums do not specifically disallow the court from applying equitable remedies and, as such, the court would have discretion to seek piercing the corporate veil under theories such as reverse veil piercing, alter ego, constructive trust and the like.  Of note is that one exception to SB 405 was made. Courts are allowed to apply the “alter ego” theory as the only equitable remedy as to corporations (not limited partnerships or LLCs).  As such, Nevada LLCs and LPs continue to be a favored structure for ease of management and asset protection.

 

Available Opportunities for Planning

SB 405 creates numerous planning opportunities for current business owners and those looking to create entities. Citing the precedent reached in Albright, A-Z Electronics, Modanlo and Olmstead among others, many estate and business planners in the past have been hesitant to utilize single member LLCs because a Court may state that a single member LLC doesn’t enjoy the charging order as an exclusive remedy. Per SB 405, this loophole is now specifically closed by statute. Additionally, out-of-state entities may enjoy protection as well. To bolster the protection provided by a foreign entity, there are many options available:

Start Over In Nevada

A client may choose to “start from scratch”, so to speak, and re-form the company here in Nevada, dissolving the foreign entity. This may be a good choice if the assets themselves are easily transferable.

Domesticate the Foreign Entity in Nevada

If the assets are hard to transfer (or if the entity owns many types of assets), it may be easier to domesticate the entity in Nevada, taking advantage of our favorable laws. In that instance, the individual assets would not need to be transferred, making it simple to effectuate.

Form a Nevada Holding Company

This type of “hybrid” option involves forming a Nevada entity, such as an LLC, and transferring ownership of the foreign entity to the Nevada entity.  As such, no individual assets would need to be moved and the companies would enjoy Nevada-based protection. This is a great choice for clients who have a number of foreign entities or existing Nevada corporations.

What do I do if I have a corporation?

LLCs and LPs have been favored over corporations by many planners because of greater creditor protection. The alter-ego theory cannot be applied against LLCs or LPs, but can be applied against a corporation. Clients who have foreign and Nevada corporations would still like to make use of the protections now available under SB 405 to increase their creditor protection. The options above can still be used, relatively easily and with minimal expense. To conclude, Nevada’s passing of SB 405 greatly enhances its creditor protection laws for Nevada LLCs, LPs and corporations by excluding all potential equitable remedies (with the exception of the alter ego remedy for corporations).  It goes even further by stating that single member or single shareholder companies enjoy the limits of a charging order remedy, therefore setting our laws above and beyond the laws of the rest of the country.

 

-Tiffany N. Ballenger, Esq.


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