SIGN UP TODAY FOR THE MARCH 25 MARYLAND WOMEN AMBASSADORS FOR BUSINESS LUNCHEON

Your hosts:

Stephanie Cohen, CEO, Golden & Cohen
stephanie@golden-cohen.com

Debbie Klis, partner, Shulman Rogers
dklis@shulmanrogers.com

It is our pleasure to announce a new networking group that we're launching in March called Maryland Women Ambassadors for Business. We'll be providing an exclusive mentoring and networking opportunity for business women in Montgomery County, MD, where they can share their advice, expertise and inspire others to make incredible strides in their careers and lives.

"Measures to optimize women's entrepreneurial and professional success, and to make it easier for them to do so, can take many forms," says co-host Debbie Klis. "We launched Maryland Women Ambassadors for Business to raise the visibility of existing female entrepreneurs and executives in our community by creating a dynamic networking and mentoring climate that is favorable to professional women and entrepreneurs alike. Access to mentoring and networking, the exchange of information and best practices, and the implementation of positive changes can increase the scale and profitability of women-run businesses in our community."

Our featured speaker: ALISON ASTI, General Counsel and Executive Director of the Maryland Stadium Authority

In an industry where few women dare to tread, Alison L. Asti has made a lasting footprint in professional sports in Maryland. As General Counsel and Executive Director of the Maryland Stadium Authority, Alison helped keep the Orioles in Baltimore with the beautiful Camden Yards and assisted in bringing the NFL back to Baltimore.

She spent 17 years at the Maryland Stadium Authority, first as General Counsel and then was appointed as Executive Director in 2004. During her service there, she participated in the lobbying, financing, design and construction of over $1 billion in projects throughout the state. Her footprint can be seen in projects such as Comcast Center, Unitas Stadium, Ripken Stadium, Oriole Park at Camden Yards, M & T Bank Stadium, the Baltimore and Ocean City convention centers, and the Hippodrome Theatre. Read more here.

Our featured non-profit organization: SUNFLOWER BAKERY – At each of our luncheons, we will also feature a guest speaker representing a local non-profit organization. In March, we are proud to honor Laurie Wexler, co-founder of Sunflower Bakery, a non-profit bakery in Montgomery County, MD.

"The mission of Sunflower Bakery is to prepare individuals with developmental and other disabilities through on-the-job training in the baking industry," Laurie explains. "The bakery currently employs seven trainees with eight volunteers on an ongoing basis. The only paid employee is a professional pastry chef who assists with mentorship." Learn more here.

Become a sponsor – As we build a strong network of inspirational entrepreneurs in the greater Montgomery County, MD, area, we are looking for women hoping to grow their network to sponsor our luncheons. If you are interested in learning more, send an email to stephanie@golden-cohen.com.

Don't WAIT! Sign up today to join us on March 25. – The fee for the luncheon is only $45. So register today for the March 25 event by logging on here: womenambassadorsforbusiness.eventbrite.com.

EMPLOYERS TAKE NOTE: COBRA Subsidy Extension to March 31, 2010

By Jack Cohen, COO
jack@golden-cohen.com
Golden & Cohen, www.golden-cohen.com

We want to let you know that the Temporary Extension Act of 2010 (the Act) was signed into law by President Obama on Tuesday, March 2, 2010. The Act extends the COBRA subsidy eligibility period originally introduced under the American Recovery and Reinvestment Act of 2009 (ARRA), as amended by the Department of Defense Appropriations Act, 2010, until March 31, 2010.

New Rules: Individuals who experienced a qualifying event that was a reduction in hours of employment, on or after September 1, 2008, and who later experienced an involuntary termination of employment as defined by ARRA between March 2 and March 31, 2010, are eligible for the subsidy if they are otherwise an Assistance Eligible Individual (AEI). This new rule only applies to periods of coverage beginning after March 2, 2010.

A New Election Period: Individuals who experienced a qualifying event due to a reduction in hours of employment and did not elect COBRA coverage, or elected and then lost COBRA coverage, are entitled to a new COBRA election period if they later experience an involuntary termination of employment between March 2, 2010 and March 31, 2010.

Deconstructing the Construction of a Business Entity

By Debbie A. Klis, Esq., Partner
Shulman Rogers, dklis@shulmanrogers.com

Establishing the form and structure is one of the most important choices a business owner will make. Most operating businesses choose one of three types of entities: limited liability company (LLC), S corporation, or a C corporation.

Understanding the differences: All three of these entities provide the owners with protection from personal liability. C corporations have the disadvantage of double taxation of earnings although this may be minimized by reducing the C corporation's taxable income by paying income to the shareholders who are also employees of the company.

The taxation of corporations differs in material ways, beyond double taxation, from partnerships and disregarded entities, such as taxation of distributions of property, the treatment of owners who provided services to the entity, and the ability to participate in a corporate reorganization.

Historically, federal and state tax treatment and the avoidance of personal liability have driven the choice of form of organization. In the past, business owners had to choose between minimizing tax and eliminating personal liability.

The creation and acceptance of the LLC has led to greater flexibility. For example, the LLC can provide (if desired) a hierarchical corporate management structure, partnership-passthrough taxation with variable distributions, limited liability for its members and manager and transferable equity interests resembling shares of stock.

The Limited Liability Corporation (LLC): The LLC is unique in that it is formed by members who draw up an operating agreement to run the business without the structural guidelines imposed on a corporation. This allows for greater flexibility without the formalities, such as Board of Director meetings, which are imposed on a corporation.

While most LLCs have two or more members, in many states, a single member can form an LLC and receive personal liability protection for members.

When selecting the form of business organization, another fundamental consideration is the number and type of owners the organization will have.

Keep in mind: An LLC or a C corporation may have any number of owners and may be owned by any type of taxpayer legally capable of owning stock. An S corporation may not have (i) more than 100 shareholders, (ii) a corporate or other "entity" as a shareholder (except a trust), (iii) a foreign person as a shareholder or (iv) more than one class of stock.

The S Corporation vs. the C Corporation: An S corporation must be cautious in its operations to avoid loss of its status. If it fails one of these tests, its earnings could be subject to double taxation. In contrast, other entity forms are much less likely to lose their status inadvertently.

Still, the S corporation has its advantages; it has shareholders and is taxed as a partnership rather than a C corporation, which is taxed as a separate business entity. Corporate losses can be passed through to the shareholders, and as the owner (and shareholder), you may be able to take the loss against income from other sources on your personal return.

You can have the protection of limited personal liability without having to pay corporate level taxes. You can minimize self-employment tax and FICA tax so your profits, as a shareholder, are not taxed in this manner. In contrast to partnerships, which are on the decline, the number of S corporations and LLCs has continued to rise since the second half of the 1990s.

Among the issues that a business owner should address beyond those discussed above include, in part, sources of funding, including the need for additional contributions over the life of the organization, sharing and distribution of profits of the organization, use of buy-sell provisions and key-man insurance, how management decisions and policy will be made, possible exit strategies and other financial, legal or tax issues.

As part of the decision, the costs and burdens of a complex management or financial structure should be considered in relation to business needs. Business owners should weigh the relative importance of the various financial, legal and tax matters described in this overview.

Once organized, it is essential to have a sound governing document to understand and document the relationship of the organization and its owners.

Have more questions? Send an email to Debbie Klis at dklis@shulmanrogers.com.