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    Posted by Bernie Dietz
    Categories: FAQ

    Has the name of your company changed? Or perhaps you have signed a lease for new office space and have a new address? Whatever the reason, often you will need to update the State of Virginia on changes to your business. Primarily, this means notifying the State Corporation Commission and the Virginia Department of Taxation. So how is this done?

    To notify the Virginia Department of Taxation of changes to your company name, address, or other things, you can update your online account or file Form R-3 – http://www.tax.virginia.gov/content/report-changes-your-business

    To notify the State Corporation Commission of changes to your address, the process depends on whether you are operating as a corporation or an LLC. For corporation, you can update your principal office address on your annual report form. Don’t want to wait until it’s time for your annual report? Request an annual report form directly from the State Corporation Commission and file it, regardless of timing.

    If you’re operating as an LLC, you can file a Statement of Change of Principal Office address through the SCC eFile system or request the form and file by mail.


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    Posted by Bernie Dietz
    Categories: FAQ

    You’re a Virginia business owner and have decided that it’s a good idea to test applicants, employees, or both for evidence of illegal drug use.  You have looked into the cost of having all of these tests done and have seen that it will be quite an expense.  So the next logical question is: can I have my applicants and/or employees pay the cost of their drug testing?  Or can I have them pay in the event they don’t pass the test, or they quit within a set period of time.  The answer to all of these questions and scenarios is, generally and unfortunately, “No*.”  Virginia law prohibits employers from passing on the cost of any medical examination, including drug testing, to employees.  Your company could face a fine for every violation of this law.

    If you’re thinking of instituting a drug testing program in your company, you want to be sure that it doesn’t inadvertently cause more problems for you then it solves.  You should have two documents created for your situation by a lawyer that understands this area of the law: (1) a drug testing policy that you can provide to each of your applicants and employees and that describes in detail the process; and (2) a consent form for each applicant and employee to sign that shows their consent to the testing.  I can prepare these documents for your company on a flat fee basis.  If you would like my help putting these together for your company, just contact me.

    * Laws change.  This answer is accurate as of the time written but you should always check the current state of the law before making a decision or taking any action.


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    Posted by Bernie Dietz
    Categories: FAQ

    If your company has made the S corp. tax election then it’s that important time of year: the deadline for filing your annual 1120S tax return with the IRS is fast approaching.  This S corp. tax return is due by March 15th each year (for 2014, it’s due March 17th because March 15th is a Saturday).

    Even though all of your profits of your S corp. pass through to the owners and no tax is due at the entity level, you are still required to file a tax return (the 1120S) each year to report how you did.  This form tells the IRS how much gross revenue your S corp. generated during the prior calendar year, how much expenses were, and the amount of money that was distributed to the owners or held back in the S corp. (either way, the owners will pay income tax on this amount).

    The most important thing to note about the deadline for the S corp tax return is that there is a stiff penalty for late filing: the penalty is $195 for each month or part of a month (up to 12 months) the return is late or does not include the required information, multiplied by the total number of persons who were owners of the S corp. during any part of the S corp’s tax year for which the return is due.  This is due even though no tax was due with the return!  And if you forgot to file the 1120S on time, then it is likely that you won’t remember until the IRS sends you a written reminder, which normally takes up to 6 months from the due date ($195 x # of owners x 6 = yikes!).

    So be sure to get that 1120S in to the Internal Revenue Service on time.


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    Posted by Bernie Dietz
    Categories: Virginia limited liability companies

    An Operating Agreement is the name we give a legal contract for a limited liability company.  That contract covers all of the details about your LLC, including who the owners are, what percentage of the LLC they each own, how the LLC will be managed on a day-to-day basis, and how new Members will be added and current Members allowed to leave.  These details are very important, even if you are the only owner of your Virginia LLC.

    For example, how will you prove that you own your LLC so you can open a bank account?  Your name as owner is not in the Articles of Organization filed with the State Corporation Commission.  And how will you show that you respected the separate legal nature of the LLC if you get into trouble and a creditor is trying to pierce through the veil of limited liability protection?  And will the default laws of Virginia for LLC’s be sufficient for how you want to make decisions for your LLC?  Without an Operating Agreement, the Virginia Limited Liability Company Act will control the things that happen to your LLC.

    So yes, it’s important (and useful) to have an Operating Agreement even if you’re the only owner.  It can be short and simple and doesn’t need to include confusing legalese.


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    DISCLOSURE: The information obtained in this website is for general information purposes only and should not be construed as legal advice. Each legal issue is different and the information contained on this website may not apply to your case. No attorney-client relationship is formed by reading this website or by sending email to The Law Office of Bernard C. Dietz, PC.