Wisconsin Corporate Law

by Max Posted on April 25, 2013
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Question:

I would like to convert the status of my LLC to a non-profit (fee for service) 501(c)(3). I would like to know if this is even possible and if can be done in a timely manner. I would imagine that this would require IRS approval.
In my consulting work I would like to bid for state and federal projects that are only applicable to eligible entities – one being a 501(c)(3).
Also – how does this change my liability or tax filings (if applicable)?

Answer:

Great questions! Sometimes, Wisconsin Corporate Law can become complex; this is especially so when it comes to achieving status as a 501(c)(3) non-profit.

If there are no stocks/dividends, this may be possible. In Wisconsin, you would likely want to start by dissolving it and then re-incorporating with the Department of Financial Institutions as a Non-stock corporation. Then, you would need to file a 1023 with the IRS, typically including bylaws, a relevant conflict of interest policy, your articles of incorporation, and 1023 answers requiring a separate sheet. That is an elaborate filing which includes a wait-time of 4-6 months until the IRS will decide whether to approve your status.

If you do decide to go that route, it is highly recommended that you retain an Attorney to prepare the necessary documentation.

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Wisconsin Family Law

by Max Posted on April 3, 2013
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Question

Can a person who recorded a conversation, during a family meeting to discuss a family trust, disclose that recorded conversation in a Wisconsin court civil case, if/when all other attendees were unaware of the recording and did not give permission to record the conversation. Please provide statutes to support your response.

Answer

That’s a great question, and one of the many complicated issues that can arise in Wisconsin in family law cases.

To start, if he was a party to the communication, it may be permitted but only if “authorized”. If not, it is a felony unless he was acting “under the color of the law” (typically only if a police officer, or through police instruction).

If he was a party to the communication, it would initially seem under 968.28 to 968.34(c) of the Wisconsin Statutes, that such a private recording by a party to the communication is lawful. But, it being lawful is not the same thing as it being admissible. Under State v. Duchow, No. 2005AP2175-CR (Wis. App. 4/3/2007) (Wis. App., 2007), it must also be authorized by the court, and – if so – may only be used while giving testimony under oath. To receive such authorization, one must make an application for electronic surveilance to the circuit court, per Section 968.29(2). And, the Arnold Court found that to properly object, “to properly enforce the § 968.29 limitations… a writ of prohibition against admission of the intercepted conversations was required. Id., 51 Wis. 2d at 444.”

So, the answer is, in short, (a) it is clearly illegal and even felonious if he was not a party to the conversation or acting under the color or the law; (b) if he was a party to the communication, he must receive authorization to be able to admit the recording AND – if he receives such authorization – he only is allowed to admit such evidence while testifying under oath.

If you have any follow up questions or comments, I welcome you to ask away – as I am here to provide you with the best possible service.

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Wisconsin Real Estate

by Max Posted on March 30, 2013
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QUESTION:

Does a quit claim need to notarized by a notary in the state in which the property is located?

 

ANSWER:

In the state of Wisconsin, a notarial act upon a Wisconsin Real Estate Deed, by a notary from another state is sufficiently enforceable in the State of Wisconsin. That is, assuming the notary is any of the following:

“1. A notary public of that jurisdiction;
2. A judge, clerk, or deputy clerk of a court of that jurisdiction; or
3. Any other person…” so authorized.

This is spelled out in Wisconsin Statutes Section 706.07(4). Also, subpart (7) of 706.07 spells out appropriate certificates of notary, and (8) spells out appropriate short-form.

If you would like to discuss this quitclaim further, or make sure you have followed the code requirements, I welcome you to come in for a consultation.

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Wisconsin Real Estate Law

by Max Posted on March 20, 2013
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ID-10044619Wisconsin: Do I have to pay subcontractor?

QUESTION:
I had a roof put on in Wisconsin. 60 days are past and I am ready to pay contractor, buts he says I do not need Lien waiver from subcontactor. If I get a Lien waiver from primary contractor only, can the subcontractor sue me if he is not paid by primary contractor. What do I need to protect myself here. Subcontractor did not give me any lien notice, and has been over 60 days since last work was done. I am concerned that a lien waiver from primary contractor is not enough to protect me from an unpaid sub? Is a lien waiver from the Primary all I need?

Answer:

Wisconsin Real Estate Law can get complex, and even when it isn’t, it is. It would seem that getting a contractor to sign a lien waiver after 60 days would be all that is needed, since the subcontractor’s rights expire after 60 days anyway.

The subcontractor can come after you for a bill paid to the contractor, even after 60 days. While his lien rights may have expired, since 60 days have passed, there are issues such as unjust enrichment which may still apply. And, without a lien waiver from both, either can assert lien rights for unpaid work. So, there is cause to worry. Hence, it is typically advisable to get a lien waiver from the subcontractor whether or not the contractor also will be providing a lien waiver.   For more, I welcome you to consult the following source: http://www.life123.com/career-money/real-estate…

And, if you would like to discuss with me personally, I encourage you to call me at 262-789-2741. Thank you.

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Milwaukee, WI Real Estate Issue

by Max Posted on February 28, 2013
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Question:

Seller had a court appointed representative. This person claims at death they cannot represent the seller any more. The second offer for the seller to repair has a ten day expiration date. The seller has no will and no one has been assigned to represent the estate. Is the offer null and void after the 10 period specified in the second offer. I am sure if there was a signed contract the contracted would have survived the sellers death but since the home failed the inspection can the buyer consider the original contract void based on the inspections failure. Does the seller/estate (even though no one has been assigned) still have only the ten days to accept the contract.

Answer:

Great question! This real estate issue becomes significantly more complicated when the seller dies mid-transaction. That being the case, you could argue that the 10 day period to cure/repair was iron-clad. If so, upon expiration, the condition should fail. Based on that understanding of the facts, you can walk away free and clear. The counter-argument may be “extenuating circumstances”. However, given the nature of reliance by you -the buyer – it is quite likely that you could walk away from this deal, unscathed. Please email me at max@maxlivingstonlaw.com if you have further questions, or to setup a meeting in my office.

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