Any business that chooses to operate as a corporation, no matter how small, must comply with ongoing state law based requirements. For this reason, many small businesses choose to operate as limited liability companies, which are generally subject to minimal statutory requirements. Some states, such as Wyoming, have close corporation statutes that relax many of the formalities normally applicable to corporations. The majority of states do not have close corporation statutes, although close corporations, in the generic sense, may be formed under their general corporation statutes.

Trusts are common techniques used to protect assets and to transfer the contents of an estate to the next generation. Importantly, trusts are taxed differently than individuals, and are subject to different tax guidelines. It is important for estate planning professionals to be mindful of the tax implications of trusts and to work to ensure that their clients’ assets receive the best available and most appropriate taxation per the IRS guidelines.

Piercing the veil is an important concept for any business planning attorney to understand. Piercing the veil originated in the corporate context, but has been increasingly used by courts to hold members of limited liability company (LLCs) liable for the entity’s debts. What does it mean to pierce an entity’s veil, and what we can do to protect our clients from the risk of this occurring?