In this issue:
1. Starting a New Limited Liability Company (LLC)
2. In DWI, state must prove operation beyond a reasonable doubt.
3. Warrantless search of passenger compartment in DWI OK
4. Clerk's office must follow OPRA law on copy fees.
5. Charity races and fun athletic events
1. Starting a New Limited Liability Company (LLC)
By Kenneth A. Vercammen, Attorney at Law
Complete Formation Service - Our complete formation service includes the preparation and filing of the certificate of formation on the expedited basis with the New Jersey Division of Taxation. We will also complete the operating agreement and issue of the member certificates. The completed company outfit will be available for pick up within 14 business days. Legal fees and filing costs are approx $1,200. Please fill out the following information and forward to our office.
1. Proposed Name of Limited Liability Company LLC: _________________
Alternate names of Limited Liability Company LLC: ________________
2. Registered agent: __________________________________________
3. Address of registered agent __________________________________
Name founder/director 1- ____________________________________
Name founder/director 2- ____________________________________
Name founder/director 3- ____________________________________
Name and address of location where Company is located/ first meeting
to be held ________________________________________________
Address of principal place of business: __________________________
Benefits of a Limited Liability Company LLC:
Setting up a Limited Liability Company LLC will provide the members with certain protections if they keep up their Limited Liability Company LLC status. In a Limited Liability Company LLC, the liability of the owners is generally limited to the amount they pay for their membership certificates. The names of the members are also private from the public. A Limited Liability Company LLC is a legal entity, and its continuity is unaffected by death or the transfer of shares of stock by any or all owners.
There are many advantages and restrictions on the Limited Liability Company LLC. Your accountant can explain the taxes and employee benefits analysis, as compared to a corporation or sole proprietorship.
HOW YOUR ATTORNEY CAN HELP YOU AND DOCUMENTS YOU CAN HIRE AN ATTORNEY TO PREPARE OR REVIEW FOR YOU:
l. Prepare Limited Liability Company LLC Resolutions each time major decisions must be made
2. Prepare/Review buy-sell agreements
3. Obtain SS-4(Federal) application for Employer Identification Number
4. Provide specific legal advice
5. Prepare and File Certificate of Change of Registered Agent
6. Revise Membership agreement
7. Prepare Agreement of Sale
8. Prepare Promissory Note
There are many federal and state forms and other documents to be obtained by you or your accountant:
1. W-4 (Federal) Employee's Withholding Allowance Certificate
2. I-9 (Federal) Employment Eligibility Verification (Required by the
U.S. Department of Justice, Immigration and Naturalization Services). The I-9 verifies an individual's eligibility for employment.
3. 2553 (Federal) Election by a Small Business Corporation
4. UC-l (NJ) Status Report of Employing Unit
5. CIS-l (NJ) Application for Registration
Each year the affairs of small businesses become more and more complex as government regulations and tax law changes increasingly affect their operations. Probably the best way for a business, whether it is a proprietorship, partnership, Limited Liability Company LLC or corporation, to comply with all laws, regulations or rulings is to meet with your attorney near the end of each fiscal year. Certain questions must be answered, including but not limited to:
1. Is the minute book up to date?
2. Are the minutes signed?
3. Do the minutes reflect the following?
a. Annual shareholder's' meeting?
b. Annual directors' meeting?
c. Special meetings?
d. Retirement plan contributions?
4. Are stock certificate books properly up to date?
5. Are by-laws properly up to date?
6. Are proper records of expense reimbursements being kept?
You should have your accountant advise your attorney in writing to confirm the following questions are taken care of:
1. Have taxes been estimated?
2. Have deposits on federal and state taxes been paid?
3. Are there any earnings accumulation problems?
4. Have state and federal tax returns been prepared?
5. Have all tax returns been filed on time?
6. Are proper depreciation guidelines being followed?
CALL YOUR ATTORNEY WITH ANY LEGAL ISSUES
As an owner or officer of a business, you must see that all necessary steps be taken in order to protect your business and to finish necessary transactions before the end of the business' fiscal year. You should discuss these duties with your attorney, plus discuss the advisability of contemplated transactions.
2. In DWI, state must prove operation beyond a reasonable doubt. State v Ebert ___ NJ Super. ___ (App. Div., A-4059-03T2 decided March 14, 2005).
1. The state has the burden of proving beyond a reasonable doubt that a defendant was operating a motor vehicle while intoxicated. N.J.S.A. 39:4-50. "Operation" may be proved by actual observation of the defendant driving while intoxicated, by observation of the defendant in or out of the vehicle under circumstances indicating that the defendant had been driving while intoxicated, or by the defendant's admission. 2. Defendant's .27 percent BAC, along with the fact that she had driven to the parking lot of a restaurant on a major state highway, Route 46 in Denville, was sufficient to sustain her conviction for reckless driving.
3. Warrantless search of passenger compartment in DWI OK. State v Irelan 375 NJ Super. 100 (App. Div. 2005).
The court found the warrantless search of the passenger compartment of a motor vehicle in connection with a driving-while-intoxicated arrest valid under the automobile exception, based on probable cause that evidence related to the DWI offense (open containers of alcohol) would be found and the presence of exigent circumstances. The court found it unnecessary to decide whether under the Belton rule the search would have been valid as incident to a lawful DWI arrest, where the arrestee had been handcuffed and placed in the police car.
4. Clerk's office must follow OPRA law on copy fees. Dugan v Camden County Clerk's Office et al ___ NJ Super. ___ (App. Div., A-3567-03T3 decided March 22, 2005).
The amounts county clerks may charge for use by the public of self-service copiers to copy documents recorded in their offices and available for self-inspection by the public are governed by the Open Public Records Act (OPRA), N.J.S.A. 47:1A-1 to -13. The clerks may not invoke N.J.S.A. 22A:2-29, a comprehensive fee schedule for filing and recording documents in their offices, to justify higher fees. That statue contains entries for "Comparing and making copies, per sheet ... $2.00" and "Copies of all papers, typing and comparing of photostat, per page ... $2.00." We held that self-service copies are not encompassed in those entries, which require the performance of a service by the clerk. Therefore, because there is no other "fee prescribed by law or regulation," N.J.S.A. 47:1A-5b, the OPRA fee provisions apply.
[Note- there is an unrelated pending class action suit against municipalities and prosecutors that charge discovery fees in municipal court cases greater than the copy fees permitted by OPRA]
5. Charity races and fun athletic events
ETS Firecracker 5K
Educational Testing Service Campus
Race Date: June 29, 2005 (Wednesday; rain or shine)
Rosedale and Carter Roads
Registration: 6:00 - 7:15 PM, Conant Hall
Princeton, New Jersey Race Start: 7:30 PM
JOIN THE CARNEGIE 5K AND EDEN 5K CHAMPION KEN VERCAMMEN TEAM!
New runners and slower runners invited to join Ken's team.. Maximum number of runners per team- 21. To be part of the Ken Vercammen team, it is best to pre-register, then on day of race day write down your race number on a piece of paper, and give to Ken. Look for Ken's red, white and blue colors at the race.
Food, refreshments, music and family activities
Hot Air Balloon and Southern Rock Band!
CompuScore mailed results
Baldasari and Leestma timers
Awards to age-category and group team winners: 1st, 2nd and 3rd place, ages 5 to 80
USATF Certified Course and Sanctioned race
USATF-NJ Grand Prix Event: 500 points
Relatively flat course with water stops
The ETS Firecracker 5K will benefit the programs of the YWCA Princeton and the educational programs of the Princeton Regional Chamber of Commerce Foundation. Sponsors as well as participants are needed: please donate financial support, contribute products/services, recruit runners and walkers, and volunteer to help the day of the Run! RACE HOTLINE: Race Director Gerard Fennelly 609.631.9211
Race Day: $25.00 PAYABLE TO: YWCA PRINCETON
More information at: http://www.ywcaprinceton.org/Navpages/navEvents.html#fun%20run
7/9/2005 Belmar Five Mile Run 5 mile, 8:30am Belmar NJ 732-571-2162 free food at Bar A after race and reduced price drinks
Sunday, July 10 6:00 AM New York City Triathlon Starts / Swim Start - 99th Street & Hudson River Swim approx 1 mile in Hudson River, bike 40k up, Henry Hudson Parkway , then Run 10,000 meters in Central Park. Ken V is participating. More triathlon info at http://www.nyctri.com/Schedule/index.cfm
July 16 10 mile, 10 Bar Long Branch to Belmar This is not a race. You run, bike or walk 10 miles to between 10-13 bars. Finish at Bar A, and play volleyball. Info will be posted at Rumson HashHouse Harrier website: http://groups.msn.com/RumsonHash/rumsonh3infosite.msnw
Thank you for reading our newsletter! God Bless America USA #1
Kenneth Vercammen, Esq.
2053 Woodbridge Ave.
Edison, NJ 08817
PHONE 732-572-0500 (Fax) 732-572-0030
"Celebrating 20 years of providing excellent service to clients 1985-2005"
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Editor's Note and Disclaimer: All materials Copyright 2005. You may pass along the information on the NJ Laws Newsletter and website, provided the name and address of the Law Office is included.
Always schedule an office appointment with an experienced attorney when you have a legal matter. The Rules of Court limit an attorney's ability to discuss matters over the phone. If you have legal questions, you should schedule an in- office consultation.