As part of our guest post series and in an effort to demonstrate our reach from "AROUND THE CORNER TO AROUND THE WORLD". Please enjoy this article by our guest Attorney Matija Jamnik.
DOING BUSINESS IN SLOVENIA
Bordered by Austria, Italy, Hungary and Croatia, Slovenia, a nation of just over 2 million inhabitants, is a member of the European Union, the Eurozone, the Schengen Area (free movement of people), and the NATO. All the main European business centers are less than two hours away by plane.
With a steady economic growth (4,4% in 2017), low levels of crime, being recognized as the most sustainable country in the world1, the world’s first green destination2, the best place to raise kids3, and the Silicon Valley of the blockchain (crypto) world,4 Slovenia stands out for its skilled (the majority of population speaking at least one foreign language) and not too expensive workforce, good transportation, developed ICT infrastructure (optic fibers to users’ homes and fast wireless networks being commonplace), and its cultural and economic ties with the Adriatic region due to the common past.
Establishing a company in Slovenia by foreigners and opening a bank account is a pretty straightforward process which only takes a couple of days, and foreign executives are granted a working permit enabling them to work and reside in Slovenia. Such companies receive full national treatment and can buy and own real estate without any restrictions.
The corporate income tax in 2108 is 19% and the VAT rate (levied on most sales of goods and services) is 22% (with a reduced rate of 9,5%). The tax rate for capital gains from selling capital shares or real estate with a profit is 25%, but is decreases by 5 percentage points every 5 years of holding the investment, amounting to 0% after 20 years.
As a downside, the overall labor costs in Slovenia remain high, despite calls for reform. Social security contributions (pensions, health care, parental leave, insurance for unemployment) amount to 38,2% of the gross salary. Laying off workforce can be tricky as courts tend to be biased against the employees, however this attitude has started to change in the last couple of years.
univ. dipl. prav.
JK Group d.o.o. I Stegne 27 I SI-1000 Ljubljana
T + 386 (0)590 91 794 I F + 386 (0)590 91 798 I M + 386 (0)41 845 901
firstname.lastname@example.org I www.jkgroup.si
9/11/2018 0 Comments
30/10/2018 0 Comments
As part of our guest post series and in an effort to demonstrate our reach from "AROUND THE CORNER TO AROUND THE WORLD". Please enjoy this article by our guest Attorney Andrea Aguilar and Attorney Leslie V. Marenco
TAX CONSIDERATIONS FOR FOREIGN NATIONALS COMING TO THE U.S.
Before investing in or moving to the U.S., it is important that foreign nationals become familiar with the U.S. tax system, especially as it relates to their enterprise. Doing so will allow foreign nationals to understand the potential tax consequences their enterprise(s) may face and therefore provide these persons an opportunity to make an informed decision prior to investing and/or emigrating.
In the U.S., there are two tiers of taxes: taxes imposed by the federalgovernment and taxes imposed by local governments. This article highlights two types of federal taxes.
A foreign national’s tax status and tax obligations in the U.S. depends on the determination of his or her tax residency. It should be noted, however, that tax residency is not necessarily the same as “residency” under U.S. immigration laws. Below, we include some basic information about tax residency and its consequences.
In general, the U.S. taxes the worldwide income of its citizens and residents at a rate that can be as high as 37 percent. By contrast, a foreign national is subject to tax only on his/her U.S.-sourced income, unless he/she becomes a U.S. resident for income tax purposes. If so, then a foreign individual that becomes a tax resident is subject to U.S. income tax on his/her worldwide income.
To determine whether a foreign individual is considered a “resident” for income tax purposes, he/she must meet the criteria for one of the two following tests: the green card test or the substantial presence test. The green card test is met by becoming a lawful permanent resident of the U.S. any time during the past calendar year. This test is easier to meet than the substantial presence test, which can be confusing since the individual must count his/her days of presence in the U.S.
Individuals meet the substantial presence test by being physically present in the U.S. for a period of 183 days or more in any given year. In addition, this test may also be met if the individual is: (a) physically present in the U.S. for at least 31 days during the current year, and (b) his/ her presence in that year, when added to one-third of the days present in the year prior and one-sixth of the days present in the second prior year, equals 183 days or more. If the foreign individual satisfies this test, then he/she is deemed an income tax resident for the taxable year.
Nonetheless, there are exceptions to the substantial presence test, which operate to exclude certain days of presence. These exceptions include: circumstances of temporary presence, which can occur under certain types of visas; the overstaying of a visa for medical reasons; and, the existence of an income tax treaty between the U.S. and the individual’s home country. Under this last exception, residents of countries that have signed an income tax treaty with the U.S. may benefit from certain treaty provisions to avoid becoming a U.S. income tax resident.
Gift and Estate Taxes
In general, the U.S. imposes estate and gift taxes on U.S. citizens and residents. Estate taxes are imposed on the transfer of assets at the time of death, without regard to location of the assets. U.S. citizens and residents are subject to estate tax at rates as high as 40 percent. Similarly, U.S. citizens and residents are subject to gift tax on their worldwide gratuitous transfers of assets made during life, at rates as high as 40 percent.
However, non-U.S. residents for estate and gift tax purposes are only taxed on the transfer of real property and tangible personal property located in the U.S. Tangible personal property includes artwork, jewelry, and furniture situated within the U.S.
To determine whether a foreign individual is considered a “resident” for estate and gift tax purposes, he/she must look to his/her domicile. Domicile is the place in which a person establishes his/her residence with the intent to remain or return. Thus, a foreign national may become a U.S. domiciliary by residing in the U.S. and not having a present intention of leaving the country. Since a person’s intent is subjective, one’s domicile can be established by looking at the facts and circumstances of the individual, such as the location of the individual’s residence, personal property and bank accounts; his/her place of work and ties with the country; his/her personal affiliations; etc.
Understandably, U.S. rules for determining the tax status of foreign individuals are complex. Therefore, foreign nationals wishing to invest or move to the U.S. should consult with a professional tax adviser for an analysis of their own special circumstances. Some tax consequences can be mitigated with the proper planning.
Andrea Aguilar | Tax Attorney
357 Almeria Ave | Suite 103 | Coral Gables, FL 33134
O: 305.707.7126 | TF: 888.915.1300
Leslie V. Marenco, Esq.
Associate: Amanda Finley
23/10/2018 0 Comments
As part of our guest post series and in an effort to demonstrate our reach from "AROUND THE CORNER TO AROUND THE WORLD". Please enjoy this article by our guest Attorney Daniel C. Doligon.
ACQUIRING REAL PROPERTY IN THE PHILIPPINES: THINGS TO CONSIDER
The Philippine economy has been robust in recent years and seen as one of the most promising among the Southeast Asian countries. One sector which significantly contributes to its economy is the construction and real estate business in the country. The construction and real estate boom in the country have been noticeable not only in the major cities but also in the provinces and other parts of the country. As a result, the value of the lands across the Philippines is consistently rising as local and foreign investors, individuals and corporations, alike, embark into buying spree. Basic knowledge in property laws is timely.
First. Acquiring land in the Philippines is not an absolute right. This is because the Philippine Constitution follows the Regalian Doctrine which principally means that all land belongs to the state. The same Constitution also classifies lands of public domain as agricultural, forest or timber, mineral lands and national parks. Among these lands of public domain, only the agricultural land, are considered alienable and disposable, hence, susceptible to private ownership acquisition. Accordingly, the state must have first classified the land as alienable and disposable agricultural land of public domain for it to be susceptible to private ownership. This restrictive requirement effectively made forest or timber lands, mineral lands and natural parks not susceptible to private ownership unless reclassified by the State. Hence, the possession and occupation of these lands under claim of ownership, no matter how long, cannot ripen into ownership. Any contract or agreement of conveyance entered into by and among the parties i.e. sale, donation, affecting these kinds of lands are susceptible to collateral attack for they may be considered void under the law.
Second. Ownership of alienable and disposable agricultural land of public domain in the Philippines is reserved for Filipino citizens whether natural born or naturalized citizens. Under the Philippine Constitution those (1) who are citizens of the Philippines at the time of the adoption of the 1987 Constitution; (2) whose fathers or mothers are citizens of the Philippines; (3) born before January 17, 1973 of Filipino mothers who elect Philippines citizenship upon reaching the age of majority; and (4) who are naturalized in accordance with law are considered Filipino citizens. An individual under any of the aforementioned circumstance can own and register a private land in accordance with the property laws of the Philippines. On the other hand, foreigners both natural and juridical (corporation, partnership) are prohibited from owning a land subject however to certain exceptions. Thus, an individual foreigner can acquire a private land through intestate succession. This means that the foreigner must have inherited the land without the benefit of a will. A foreigner who was a former Filipino citizen at the time he/she acquired the land but became a naturalized citizen of other country can continue to own a private land. Also, a foreigner who was then a natural born Filipino citizen can acquire a private land. Consequently, if a Filipino citizen sells a land to a foreigner, the former can recover it as the law does not allow foreigners to own the land.
Third. A Filipino corporation can only lease but not acquire alienable and disposable agricultural lands of public domain. A Filipino corporation can only lease such land for period not to exceed twenty-five (25) years, renewable for another twenty-five (25) years. In addition, the area of the land leased by the Filipino corporation must not exceed 1,000 hectares. However, if the predecessor in interest of the said land had already satisfied the requirements of the law, specifically, Commonwealth Act No. 141 and Presidential Decree No. 1529, making the said land privately owned, the Filipino corporation may own and register it in its name. The Filipino corporation can also be a transferee of such privately owned land and may register it in its name. In determining whether a corporation is a Filipino corporation, the Philippines law uses the “control test” and in case of doubt the, “grandfather rule.” Following the control test, the Filipino and foreign equity must be 60% and 40%, respectively, so the Corporation can be considered a Filipino corporation with the capacity to own and register the land.
Fourth. While the Philippine Constitution clearly prohibits the acquisition and ownership of a private land by foreigners, both natural and juridical (corporation, partnership), the Philippine law allows foreigners to lease a private land. But in one case wherein the Filipino leased a land to a foreigner, giving the latter an option to buy the property and prohibiting the Filipino to sell the property for a period of 50 years, the Supreme Court considered the lease a virtual transfer of ownership from the Filipino to the foreigner which is not allowed by the law.
Fifth. While the Philippine law restricts foreigners from owning a land subject to certain exceptions, this prohibition does not apply to condominium units even if they are erected on Philippine soil. This is because the ownership of the land is legally separated from the unit itself. Thus, the land where the condominium stands is owned by a condominium corporation and the unit owner, even if a foreigner, is simply a member in this condominium corporation.
Finally. The Philippines follows the Torrens System of Registration which was introduced in the Philippines in 1903. Under the Torrens System, the government issues an official certificate of title attesting to the fact that the person named therein is the owner of the described property. One who deals with the land can easily identify the owner of the land under which the Original Certificate of Title (OCT) or Transfer Certificate of Title (TCT) has been registered. The TCT or OCT is the best proof of ownership and what appears therein serve as constructive notice to the whole world. The OCT or TCT is imprescriptible and its validity cannot be collaterally assailed in a legal proceeding. Every person dealing with a registered land in good faith and for value need not go beyond what appears in the OCT or TCT and he can safely rely in the correctness of the OCT or TCT. Significantly, one must consider that the Philippine law does not treat the registration of the land as a mode of acquiring ownership. The registration of a land under one’s name does not vest or create ownership over the land in favor of the registrant. Rather, the registration merely confirms one’s title over the land and the issued OCT or TCT is merely an evidence of ownership over the property described therein.
The property laws in the Philippines have undergone many amendments and revisions through the years. It is not therefore surprising that many lawyers are still unfamiliar with these laws especially non-practitioners. Also, to date, property disputes affecting lands remain prevalent throughout the Philippines. This is especially true in the provinces as construction and real estate acquisition and developments continue to expand and gain traction therein. Thus, a clear understanding and basic knowledge of the laws nowadays involving lands have never been important than before.
Atty. Daniel C. Doligon
Law Firm of Diaz Del Rosario and Associates
6th Floor Padilla Bldg. F. Ortigas Jr. Avenue (formerly Emerald St.) Ortigas Center, Pasig City, Metro Manila, Philippines.
When it comes to business contracts, there are a few things that you want to keep in mind to ensure your contracts are both effective and legally enforceable. Legally speaking, a contract must have an offer from an offeror, an acceptance from an offeree, and an exchange of value (e.g. money for goods). Any contract with these elements will likely be deemed legally enforceable in a court of law should a dispute arise.
Though it’s not required to put your contract in writing, your important business arrangements and agreements should be put into writing to protect your interests. Simply put, oral agreements are too ambiguous and difficult for a court to enforce. This means you are basically at the whim of the party you made the agreement with when you make an oral contract. While this is fine for small things like getting your tires rotated on your car, it can’t be how you run your business.
Let’s go over a few more basics that you’ll want to keep in mind when you draft contracts for your business.
Business Contract Basics
There are volumes written on contract law, but let’s instead start with a few basic rules that any business owner can benefit from following:
Some Things to Keep in Mind with Offers
As we discussed, there must be an offer and acceptance for a contract to be valid. One thing to keep in mind is that acceptance isn’t always given right after the offer. So unless it’s a written contract that both parties have signed, then the question of acceptance may not be so cut and dry. For a contract to be considered valid, it must be clear it was accepted.
Another thing to consider is how long an offer is actually on the table once it has been made. The offeror is not obligated to extend the same offer forever. Typically, it’s a good idea to include an expiration date on an offer, but if none is included, a reasonable amount of time is typically how long an offer is open. This is typically 30-90 days depending on the industry. Remember, this is open to a court’s interpretation if there is a dispute, so it’s best to stipulate how long the offer is good for to ensure you don’t have any problems. What’s more, you are free to revoke an offer if an offeree hasn’t responded and you wish to move on. However, if they accept it before you revoke your offer, you are legally bound to the original terms. Additionally, once you’ve agreed to allow an offer to remain open for a specified period of time, you cannot revoke it until that period has past.
Acceptance, Counteroffers and Rejections
While a rejection is pretty straight forward, counteroffers are actually a special kind of rejection. Now, the offeror has to consider and either accept or reject the counteroffer.
On the other hand, if the offeree accepts the offer, things are much more straight forward. However, depending on the type of contract, accepting an offer looks a little different. For example, a contract for a sale of goods requires acceptance of all terms. This is known as the “mirror image rule.” On the other hand, contracts for services, minor differences between the parties’ beliefs about the terms may be deemed reasonable in a court of law.
In general, the offeree can accept an offer in any of the following ways:
An Exchange of Value
The last part required for an enforceable contract is the exchange of something of value. Basically, one party agrees to do something and the other agrees to do something in return of equal value. This could be the sale of goods, or the rendering of services, leasing of property or equipment, etc.
No, this exchanged does not have to include money. Often contracts are put together where one party agrees to do something for the other party in exchange for free products (i.e. an endorsement deal).
Still have questions?
Beyond what I covered here, an experienced business attorney may have many other areas they can help you out with depending on your industry and specific nature of your business. Yoel Molina has spent years serving as small business attorney to countless small and medium sized businesses in Florida. If you own a business or are in the process of setting one up, the Law Offices of Yoel Molina are here to serve you as your business attorney team. Don’t hesitate, but call our offices today!
9/10/2018 0 Comments
As part of our guest post series and in an effort to demonstrate our reach from "AROUND THE CORNER TO AROUND THE WORLD". Please enjoy this article by our guest Grant Gannon.
9 REASONS TO HAVE LIVE MUSIC OR A PRO DJ AT YOUR CORPORATE EVENT
Whether it's the company holiday party, annual gala, net working mixer or even a large training seminar, people want to have a good time. Choosing the right entertainment for a corporate event is important. There are times the guests want to converse and talk business and there are times to let loose and party. The larger the company, the larger the celebration and event production one would create, naturally. Microsoft doesn't throw the same party that a small law firm would and might feature a 10 piece band in stead of a DJ. Your music and entertainment you book just may be the key element to the overall success of your event!
So, here are 9 Reasons you should hire musical entertainment for your corporate event:
1) Staff and guests want to enjoy themselves.
Good music lifts the spirit and even if it's not a dance
party, people generally become more interested and at ease.
2) Music is a great way to welcome guests.
Music communicates "We're here. We're ready for you and this is the right place." The right music playing for guests entering the event space starts off everything in a more creative and joyful tone.
3) Music is great for introduction of speakers.
We don't necessarily need to become SNL here but a great tune when announcing a key speaker and even an awardee really brightens the mood. It heightens the introductions and these special moments so that all in attendance have more fun.
4) It fills the gaps.
Between event speakers, training segments or awards, music fits nicely and can really help your event flow better. It's a lot better to have a recognizable tune to tap your foot to instead of just 'dead air.'
5) Music is essential for cocktail hours.
The right music here sets the perfect cocktail hour mood and still allows for guests to comfortably speak to each other. Jazz, bossa nova and instrumentals here by a DJ work best. If you have live musicians, even better and the guests will recognize that the company took enough interest in adding the special touch.
6) If dinner or a meal is involved, music helps.
Just like cocktail hour, the right music goes very well with dinner. It should be kept light and/or instrumental so people can talk.
7) In many cases you're getting a 2-for-1 deal
When I'm hired as a DJ I always provide microphones as well. So, it's possible for us to share the same sound system and I can monitor the microphones for event speakers while still running the music. In most cases you won't need two different systems!
8) If the purpose is to party or celebrate, music is a must!
If the budget allows for it you can hire a great 5 to
10 piece band. Most bands typically can provide staging and lighting as well which really kicks up
the visuals many notches. Just getting a great DJ that takes requests and prepares playlists ahead of time will still be a hit and professional ones always offer you lighting and several upgrade options.
9) Music makes memories. It's science!
We've all experienced hearing an old familiar tune
that trigger vivid emotions and often great memories. Studies show that a broad range of neural networks engage when we hear music and it's why music is so often utilized for therapeutic means. Great music + a social experience is very likely to have staying power in our minds.
We're NOT just a DJ service.
We're highly interested in all ways we can further help you and create long term relationships with our clients. We bring the right vendors, entertainers and teams in to create your ideal event.
Contact us about your next event or special celebration!
We work all types of events and here are just some of the extras we offer:
PROPS & DECOR
ACTIVITIES FOR KIDS
VIDEO & CINEMATOGRAPHY
It's ALWAYS a Good Time.
Let's talk this week!
Miami, FL 33145
"Mr. Molina has always been there for us with timely, reliable and competent advice. He is an important and valuable part of our team." Corporate Client Eric Delgado, President of American International Export, Inc., a worldwide importer and exporter of brand name appliance parts.
"Yoel has been responsive and attentive to our company’s best interests and needs. He has been a valuable resource to our company. Any company that enlists his services would be in good hands-- including our own clients.” Corporate Client Gibran Flynn - Co-Owner and Founder of Eleva Solutions, Inc., the South Florida leader of outsourced HR, Staffing, Training, and Loss Prevention.
"My name is Anastasia Yecke Gude and I am the owner of Healing Hands Therapeutic Massage LLC. In the process of my company’s growth and expansion, I suddenly found myself a few weeks ago in need of a 1099 contractor agreement, and I needed it ASAP. As in, the very next day! I contacted the Law Office of Yoel Molina and his assistant put me in touch with Mo. I sent him what I had drafted up and he replied within a few hours with suggested revisions and clarifications, as well as a few insights I had not even considered. I was thoroughly impressed by the quality of work he provided, especially considering the time crunch I put him in (sorry, Mo!). I definitely recommend his services to anyone in need of a good contract attorney, and I will be calling him again for future work…hopefully in less of a rush next time!"