Lancaster Law Blog : Lancaster PA Lawyer & Attorney : Russell Krafft & Gruber Law Firm : Pennsylvania : Lancaster's Legal Link

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On Friday, April 22, Aaron Zeamer, Derek Dissinger and I are looking forward to hosting a workshop at the Launch Music Conference and Festival at the Lancaster County Convention Center. In our workshop we will be discussing the advantages of forming a limited liability company. This 30 minute workshop called, "Your Band as a Business: How to Set Up an LLC and the Benefits of Doing So," will begin at 3:45 P.M.  I wanted to highlight in this post some of the benefits for a band to form an LLC.

For the uninitiated, "LLC" stands for "limited liability company", which is one of several types of entities that can be formed by people to run a business. While most bands think of themselves as artists first but  it is important to address the business issues as well. Forming an LLC takes some effort and time in the beginning but in the long run, particularly as you achieve additional success, it will enhance your credibility and take away some of the hassles that can arise when trying to do business as individuals.

The owners of the LLC are called "members", and the structure of the business is less complicated than that of a corporation. The members can run the LLC themselves or hire a manager. An LLC is formed by filing a Certificate of Organization with the Pennsylvania Department of State's Corporation Bureau. Ideally, the members of the LLC then sign an Operating Agreement, which works as the rulebook for the LLC.

Although an LLC may not be the best solution in every situation, there are several advantages: 

•  Limited Liability - In most cases, the personal assets of members are protected from the liabilities of the LLC.
• Tax Pass-Through - Unlike a corporation, an LLC is not taxed at the business entity level. The taxes generally flow through to the individual members.
• Expenses and Losses - Members of the LLC can take advantage of tax deductions for business expenses and losses that may not be available to individuals.
• Consolidation - Because an LLC covers all of its members, it streamlines the logistical process of many business activities, such as filing documents with government authorities, entering into contracts and leases, initiating lawsuits on behalf of the members and maintaining company bank accounts.
• Song Rights and Company Property - The Operating Agreement for the band can be tailored to address who owns the songs and other items of company property and whether a departing member will retain any ownership of the band's music. It can also address how and if a departing member is compensated.
• Dispute Resolution - The Operating Agreement can also be specifically written to anticipate and provide solutions for disputes among the members that may arise.

The Launch festival starts on April 21^st and will run through the 24^th. There will be over 200 bands performing over the course of the weekend at various venues throughout the city. In addition to performances there will be various panels and workshops, like ours, for artists to attend. We are looking forward to checking out some of the bands are performing this weekend. 

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Holly S. Filius, Managing Partner, of Russell, Krafft & Gruber, LLP in Lancaster, PA has recently been named the recipient of the Lifetime Achievement Award in the Central Penn Business Journal’s Women of Influence Awards program.

Filius received her B.A. in Political Science from Villanova University and her J.D. from Widener University School of Law. She concentrates her law practice in Family Law, Adoption and Estate Planning. Filius joined the firm as an associate in 1998 and attributes her early success to hard work, a commitment to client service and integrity, which has earned her a solid reputation among her clients and the legal community. This success led to a partnership offer after only five years in private practice. Six years later in 2009, she was elected Managing Partner of the firm. Filius' commitment to excellence and her leadership skills made her an ideal candidate for the position.

Filius has earned a reputation as one of the best Family Law attorneys in Lancaster. Over the years she has acted as a mentor to all of the young lawyers at Russell, Krafft & Gruber, LLP. In addition to mentoring lawyers in her own firm Filius often makes time for law clerks and even lawyers in other firms who recognize her expertise and appreciate her professional and approachable demeanor.

Currently, Filius serves as President of the Board of Directors of the S. June Smith Center Foundation. She is active in numerous community and professional groups, has served on the Board of Directors of The Pennsylvania State Foster Parent Association and as a member of the Women in Business Committee of the Lancaster County Chamber of Commerce and Industry.

Filius' career achievements are ones that stand out among both the men and women in her field. Under her leadership the firm has been able to successfully balance growth and caution in the midst of a struggling economy and position the firm for the future. As a long time resident of Lancaster County, she feels a commitment to her community and strives to make Lancaster county a better place to live and work.

The Women of Influence awards were created in 2010 to recognize midstate women leaders who are influential in their companies, industries and communities. In total, 28 local women business leaders will receive awards recognizing their outstanding leadership, integrity and accomplishments in the midstate’s business community at the Central Penn Business Journal’sWomen of Influence event on Monday, May 16, 2011 at the Hilton Harrisburg. The award recipients will also be profiled in a special supplement to the May 20, 2011, issue of the Central Penn Business Journal. This list will also appear in the Business Journal’s 2012 Book of Lists publication.

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A few weeks ago I shared the good news that the IRS extended the tax deadline to April 18 this year.  If you’re like me, you probably thought, “That’s nice, but two days doesn’t make that much difference so I’ll just have my taxes done by April 15.”  Now that the deadline is fast approaching I’ve been asked by a number of friends and clients if the new deadline also applies to state and local taxes.  The PA Department of Revenue announced some time ago it had also extended the deadline for PA personal income tax returns.  However,  if you check out the homepage on the Lancaster County Tax Collection Bureau’s website you will see they have extended hours on Friday, April 15, but return to normal working hours on Monday, April 18.  They did, however, confirm that taxpayers have until Monday to file individual returns. In addition, taxpayers can now file their Lancaster County returns online.

Despite some information online to the contrary, the instructions for IRS Form 1040-ES lists April 18 as the due date for federal estimated payments as well. Filers who have applied for an extension will also receive a reprieve from the normal October 15 deadline which falls on a Saturday in 2011. Final returns are due on Monday, October 17.

Here are some parting thoughts as you take on the dreaded task of preparing your 2010 tax return.  It was Benjamin Franklin who said, “The only things certain in life are death and taxes.”  I recently read an anonymous quote in response to Franklin’s famous words, “Death and taxes may be certain, but we don't have to die every year."

**When this article was initially posted I did not include information regarding PA State Estimated Tax payments.  According to the PA Department of Revenue website Pennsylvania 2011 Personal Income Tax Estimated Payments are due on April 15.  Please note this deadline has not been extended until April 18.

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The local news has been talking about the Pennsylvania State Liquor Control Board (PLCB) and its efforts to expand the sale of liquor and wine in the state. There has also been significant talk about Governor Corbett's ideas about privatizing the state liquor stores system. One can't help but wonder if the PLCB is trying to find ways to modernize the state's liquor sales system to avoid losing its control over those sales to the private sector.

A few recent articles have mentioned that the state run stores will expand Sunday hours to additional stores and increase the Sunday hours past 5 p.m. Another, more modern approach is to allow consumers inside of Pennsylvania to be able to have wine purchased outside of the state to be shipped directly to their homes. Currently, the state requires that wine shipped into the state must be sent to a state store, where it can then be picked up by the consumer.

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On Monday and Tuesday, I had the pleasure of attending the Pennsylvania Association of Nonprofit Organizations' (PANO) Annual Conference in Harrisburg. This conference gave me the opportunity to meet people from various nonprofit organizations and learn about their missions. I also found that the educational tracks and keynote speaker gave additional insight into understanding the challenges organizations face and will continue to deal with in the future.

I attended two educational sessions during the conference - Raising More Money from Your Local Business and Federal & State Legislative Briefing. The first session enhanced my understanding of the fundraising issues my nonprofit clients deal with on a daily basis, which will also be helpful to me in my position on the Board of Directors of Meals on Wheels of Lancaster. I look forward to using what I have learned to help this worthy organization in their fundraising efforts. I also attended the Legislative Briefing because I am always concerned with how proposed and new legislation could affect my clients.

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Literally translated from Latin, quid pro quo means "something for something." However, the more common English translation is “this for that.” As a movie enthusiast, the phrase always reminds me of the 1991 Academy Award winning film "The Silence of the Lambs." There is a memorable scene where Hannibal Lecter is speaking to FBI Agent in Training Clarice Starling, “If I help you, Clarice, it will be "turns" with us too. Quid pro quo. I tell you things, you tell me things.”Simply put, the phrase typically means: you scratch my back, I'll scratch yours.

The phrase has a slightly different impact in the world of nonprofit and tax-exempt organizations. In some instances, contributions to an organization may not be entirely gratuitous because the contributor is getting something of value in return. For example, people who pay to play in a charitable golf tournament receive a round of golf (and usually a few promotional knick-knacks). A portion of their payment goes toward the round of golf and a portion goes to the nonprofit. That is the essence of a quid pro quo contribution, and there are a few rules that a recipient nonprofit must follow.