What We Do

Rayndon & Associates, PLC, assists clients in the areas of taxation, sophisticated estate planning, asset protection, wealth succession planning, business formation, on-going business representation, business sales, commercial real estate transactions, health law, and exempt private offerings. Representative clients include real estate investors and developers, manufacturing companies, publishers, non-profit organizations, international sales businesses, physicians and other medical providers, architects, engineers, and other professionals. The firm also represents numerous individuals in the areas of tax and estate planning and asset protection.

Asset Protection

Asset protection can take many forms. The phrase refers to preventing creditors with judgments from seizing a person’s real and personal property in satisfaction of the judgment claim. People are sued for many reasons. Some are legitimate claims, and others are frivolous or vengeful actions. Insurance does not always cover every claim, and many times, claims will exceed insurance coverage limits. A $2 million umbrella policy on a client’s home and cars will not provide enough protection in a $7 million car accident claim, which could happen in a fatality situation. Having appropriate asset protection planning in place can enable the person on the wrong end of a lawsuit to better negotiate settlement, make plans for payment, wait for the judgment to expire, avoid bankruptcy, or otherwise fend off the sudden seizure of property.

State and federal laws offer some vital asset protection. For example, creditors may not seize qualified retirement plan funds, while the funds remain in the qualified plan. We can help clients understand how to utilize the statutory asset protection available to them. Trusts with spendthrift provisions can protect trust assets held for non-grantor beneficiaries. Other types of irrevocable trusts can protect a grantor’s assets so that they are held for the benefit of his heirs, without worry about the grantor’s potential creditors.

Limited liability companies and limited partnerships, under many states’ laws, will offer excellent creditor protection. We assist clients in determining in which states to establish their entities and provide laddered planning. Domestic asset protection trusts have become popular in the last decade, and while their effectiveness has not been fully tested in the courts, we can set up such trusts for clients in conjunction with other asset protection devices.

Offshore asset protection planning can provide a number of different benefits to clients, including the ability to invest in financial markets otherwise closed to U.S. citizens. We work with established trust companies in secure jurisdictions to provide the best administration and protection for client funds and investments, as well as to insure that their non-U.S. assets cannot be seized by creditors.

All states have adopted some form of the Uniform Fraudulent Conveyances Act, which is legislation that makes it illegal to purposefully hide assets from known legitimate creditors. We will work only with those clients who can verify for us that they are engaged in asset protection planning prospectively rather than in violation of any fraudulent conveyance law.

Estate Planning

Our work includes setting up revocable living trusts when those are appropriate for the client, Wills, and life planning documents, including general durable powers of attorney, health care powers of attorney, and living wills. In addition to preparing the revocable living trust document, we assist clients with the vital step of transferring property ownership to the trust. When we prepare a Will as a client’s primary estate planning document, we review property titling issues to be sure that a client’s beneficiary designations on retirement plans, life insurance policies, and bank and brokerage accounts coordinate with the client's overall estate plan. We prepare beneficiary deeds when that instrument will facilitate the client’s situation.

Estate Tax Planning. We also look at estate tax planning issues, for those clients with estates which will most likely be subject to estate taxes. There are numerous ways to plan to reduce or eliminate the estate tax risks, and our firm works with our clients to choose the methodology which will work best for them and then to prepare the documents to implement the planning process. These estate tax savings devices can include the use of life insurance held in an irrevocable life insurance trust; family gifting programs outright or in conjunction with business planning with a family limited partnership or limited liability company; grantor-type trusts; as part of a charitable gifting plan either outright or with a charitable remainder trust; private sales with promissory notes or private annuities; and other means.

Probate and Fiduciary Services. In addition to estate planning, we help clients set up guardianships and conservatorships for minors and incapacitated persons where other planning documents are not in place. Our elder care work can be very important to family members who want to be sure their parents or other elderly relatives are safe and protected. We probate Wills and assist with estate administration issues of all sorts. When a client requests us to do so, we provide fiduciary services as personal representative or trustee. We are also licensed as a fiduciary through the Arizona Supreme Court so we can be appointed as conservator or personal representative in the event we are not named in the enabling document.

Estate and Gift Tax Returns. A taxable gift (in excess of the annual exclusion amount) or the allocation of a client’s generation skipping transfer tax exemption will require the filing of the federal Form 709, the gift tax return, by April 15 of the year following the year in which the gift is made. Further, the personal representatives or other responsible fiduciaries of taxable estates, including those in which the marital deduction is utilized, are required to file estate tax returns (federal Form 706) within 9 months of the death of the decedent. Our firm prepares both the 709s and 706s, or we work with qualified accountants in the return preparation process.

Limited Liability Companies and Limited Partnerships

Limited Liability Companies (LLCs) are key entities which Rayndon & Associates, PLC utilize to assist clients in setting up and conducting their business affairs. Limited Liability Companies offer a great deal of flexibility in organization, administration, and taxation. We look at the client's business situation and goals to determine the best structure available. Federal law allows an LLC several choices in its tax structure. We work with a client to determine if the LLC should be taxed as a sole proprietorship or corporate division ("disregarded entity"), partnership, corporation, or S corporation. While Arizona's laws relating to LLCs are excellent in providing ease of administration, same tax choices as the federal tax laws, and asset protection, we will assist a client in determining the best state in which to set up the LLC, looking at privacy, administration, taxation, and asset protection issues. Our work in setting up an LLC for a client is turn-key: we provide the entity, the tax identification number, taxation choice, and the operating agreement so that a client can establish a bank account and begin doing business as soon as the LLC has state approval.

LLCs can be used in many situations. We often combine them in a family business setting with a family gifting program, for estate tax savings and business succession planning. Further, because of the two-way protection of assets against creditor claims, we can advise a change from a corporation format to an LLC format without making a change in the taxable entity, thereby, avoiding any negative tax complications for the client.

For additional asset protection planning, LLCs can be "stacked" to provide multiple layers of barriers from creditor claims. If a limited partnership format is needed, an LLC can be created to serve as the general partner at risk for partnership liabilities. The LLC then protects its owner’s assets from partnership creditor claims.

Corporations and Professional Corporations

When a Corporation is the correct entity to be selected for doing business, we work closely with the client to select an appropriate name, check to see that it is available, and prepare the documents needed to set up the corporation. These initial documents include the Articles of Incorporation, Bylaws, initial Resolutions of Shareholders to select the Board of Directors, initial Resolutions of the Board to select the officers and to make other organizational decisions for the new Corporation, Employment Agreements, Medical Expense Reimbursement Plans, Leases, and other documents as necessary for the Corporation. We also acquire the tax identification number for the Corporation and work with the client to determine whether the Corporation should be the taxable party or if the flow-through provisions of an S Corporation are more suitable. If the decision is made for the Corporation to be taxed as an S Corporation, we assist the client with preparation and filing of the applicable form with the Internal Revenue Service.

For our professional clients – attorneys, doctors, accountants, engineers, realtors, etc. – we will provide the documentation necessary to establish their Professional Corporations. Certain service professionals may incorporate, but only in the form of a Professional Corporation. The Professional Corporation offers liability protection to the shareholder from liabilities of the Professional Corporation, but it does not shield the professional service provider from his or her own professional liability. We can advise a professional service provider whether to utilize a Professional Corporation (PC) or a Professional Limited Liability Company (PLLC or PLC).

Once the Corporation is formed and initial documents are created and executed, we will work with our new corporate client to ensure that legal and tax issues are dealt with on a timely basis. Contracts, employment issues, sales taxes, rents, benefits, etc. are all issues which face an operating business, and Rayndon & Associates, PLC has the legal talents and training to provide appropriate representation in those areas.

We also work with our clients regarding their Business Succession Planning. A successful business must be managed so that it will continue in one form or another. We work with the business owner, other advisors, the family, and other key employees to determine the best way for the successful business owner to pass the torch to others, whether by sale, gifting, inheritance, spin-off of separate divisions, or other methods. Employee Stock Ownership Plans (ESOPs) can also provide a financial means for a business owner to be bought out, leaving the Corporation in the capable hands of others.

If outside parties are interested in a business or if our client wishes to acquire another business, Rayndon & Associates, PLC will provide critical legal and tax counsel in the Merger, Acquisition, or Sale. The definitive documents for these transactions are very important as they contain representations and warranties which must be verified and enforced; the purchase price is often tied in to future performance of the business by a formula which must be tested for appropriateness and monitored; and tax planning can make the difference in thousands of dollars. Rayndon & Associates, PLC will look at all angles of a transaction for our clients, whether they are buying, selling, or merging, and we will prepare the definitive agreements or review and negotiate terms with the other party’s attorneys to be sure that the deal is structured in the best manner tax-wise and to be sure that the legal safeguards for buyer and seller are in place.

Real Estate

Commercial Real Estate transactions are complex legal transactions which call for expert review of documents, analysis of the purchase price, environmental review, and proper planning for how title is to be held. The purchase price for commercial real estate is often set based on the income-producing nature of the property rather than comparable pricing. Rayndon & Associates, PLC is engaged in the commercial real estate market and can evaluate your contracts and help negotiate the details.

For Like-Kind Exchanges under Internal Revenue Code Section 1031, we understand the tax ramifications of a properly conducted transaction, at the front end with the sale of the relinquished property, during the notification period, during the due diligence period leading up to the closing, and at the back end with the closing on the replacement property. For non-clients, we can serve as your qualified intermediary. For clients, we can prepare your documents and place you with a suitable qualified intermediary. We also work with exchange companies in reviewing documents and guiding clients through the paperwork and activities involved in this specialized two-part real estate transaction. The Like-Kind Exchange is a highly useful device which can save thousands of dollars in taxes, if properly managed. When the situation arises in which a Reverse Like-Kind Exchange transaction is needed and the replacement property needs to be purchased before the relinquished property is sold, Rayndon & Associates, PLC is tooled to assist clients and non-clients with the more intricate rules to enable the maximum tax savings. Rayndon & Associates, PLC can also evaluate the tax treatment of proceeding with a Like-Kind Exchange or Reverse Like-Kind Exchange as opposed to recognition and payment of the tax liabilities up front.

Commercial Leases are generally complicated legal documents which, from a Lessor’s position, are necessary to protect the Lessor’s interest and the leased property. From the Lessee’s perspective, the Commercial Lease often feels like a binding yoke of long term obligation. Rayndon & Associates, PLC works with Lessors and Lessees to be sure appropriate safeguards are in place in the Lease Agreements so that the arrangement works well for both parties. A successful tenant is a boon to the property owner, and a well-run commercial property is essential to the tenant’s success and the Lessor’s retention of good tenants and property appreciation. Rayndon & Associates, PLC is cognizant of the needs of the parties on both sides of the table.

Private Offerings

When a group of investors come together to pool their funds for a project, whether it is in real estate, a business, or other commercial ventures, they often need to address the Securities nature of their investment. Federal and state securities laws require that the leaders and decision-makers of the group give special treatment to the passive investors so that the passive investors are fully informed about their investment decisions. Determination must be made as to whether the passive investors are accredited or unaccredited, financial disclosures need to be made, and state and federal securities laws must be complied with. Often a Confidential Private Offering Memorandum must be prepared, including a tax opinion, and appropriate forms filed with the Securities and Exchange Commission and the securities governance bodies of the various states. Failure to adhere to the laws concerning private offerings of securities can often lead to financial liabilities to investors and violations of federal and state laws. In the worst cases, criminal penalties can be imposed. Rayndon & Associates, PLC has been engaged in the representation of private offerors for two decades. We can provide an offeror with a turn-key package including entity set-up, Confidential Private Offering Memorandum, tax opinion, operating documents, tax identification number, filing registration papers federally and in all states, and legal advice regarding various aspects of the Offering. We also provide the review of Offering documents if a client is interested in making an investment.

Tax Planning

Rayndon & Associates, PLC attorneys who have specialized training in tax law (LL.M. in tax which is a Master’s degree) can work with a client or in conjunction with the client’s accountant or other financial advisors to analyze the client’s personal or business tax situation, make suggestions for change, and assist in implementing any such suggestions. Tax planning is often a multi-phase process, and we will carefully explain to a client the steps needed to better plan the client’s tax treatment, legally and within accepted court or IRS guidelines. Please see our statement under Circular 230 concerning tax advice in the Website.

Taxation at the state and federal level is a complicated set of rules. In our volunteer income tax system, the burden is on the taxpayer to properly complete the tax returns and to have back-up documentation in support of expense deductions and to prove the correct amount of income. Rayndon & Associates, PLC can provide legal assistance to clients who are subject to IRS or state tax audit. We can work with your accountant or other tax professional to assist in interpretation of the laws, or we can represent you directly and attend the audit meetings. We can eliminate the fear and other emotional responses taxpayers often develop during the audit process by meeting and communicating directly with the IRS on your behalf, so that you are not exposed to the process. We know how to communicate about tax issues with the auditors and are able to let you know if you have appropriate legal means to challenge the position taken by the IRS or state taxing authorities. Where needed, we will file your Tax Court petition. Historically, the involvement of Rayndon & Associates, PLC in the audit process has saved our clients thousands of dollars.

Areas of Practice

LLCs, Partnerships, Corporations, including Professional Entities
Sophisticated Estate Planning
Probate and Trust Administration, Guardianships, and Conservatorships
Private Offerings
Tax Planning and Representation Before the IRS
Asset Protection
Purchase and Sales of Commercial Real Estate, Leases and Exchanges
Business Mergers, Acquisitions, and Sales