The Legislature in Action: How A Bill Becomes A Law in Nevada
By: Salma Granich
June 3, 2019
With the end of the Nevada Legislature recently coming to an end, various bills introduced to the legislature became laws. But how exactly does this process happen? The Nevada Legislature is made up two houses, the Assembly and the Senate. Every two years, the Nevada Legislature meets for 120 days, starting on the first Monday in February after the election of the members and ending around June. This year, the 80th Nevada Legislative session convened in February 4th, 2019 and adjourned on June 3rd, 2019.
Bill is Drafted: The process begins when either a Legislator or a state/governmental agency introduces an idea for a bill. This idea is drafted in a suitable form that includes all the proper terminology. The bill must be concise, understandable and unambiguous in order to comply with the U.S Constitution and Nevada State Constitution.
Constitutional Rules: As required by the Nevada Constitutional Rules, each bill must be read three times and on three separate days. Any deviation from this Constitutional requirement must be passed by a two-thirds vote from the members of the house to do so.
Introduction/ First Reading: After a bill is drafted, it is introduced by a Legislator or a Legislative Standing Committee in one of the houses of the Legislature. It is read for the first time, assigned a number and referred to a committee.
In Committee: After a bill is referred to a committee, the committee schedules a hearing to gather additional information about the bill, which can include taking testimony and summoning witnesses. After deliberation, the Committee may recommend that the House either pass or amend the bill.
Second Reading/ Amendments: After a bill is reported out of Committee, is it read a second time. If there are no additional amendments proposed, the bill will not be debated, and it is ordered to the General File, where it will be read for the third time. If there are amendments proposed, they are considered and debated. If the amendments are adopted after a discussion, the bill is reprinted with the amended language and then ordered to the General File for its third reading. If the amendments fail, the original bill is ordered to the General File for its third reading.
General File and Third Reading: On the third reading, the bill can be passed, rejected or further amended and it is debated by the full house.
Passed: If the bill passes with the required two-thirds vote, it is sent to the other house of the Legislature, where it goes through the same process of introduction, first reading, committee referral and second and third reading.
Rejected: If the bill is rejected, there is no further consideration, and it is considered dead.
Amended: If the bill is amended at this time, the bill will be reprinted with the amended language and ordered to the General File for another consideration.
Enrollment: After a bill passes both Houses, it is written in its final form and signed by officers of both houses and then submitted to the Governor.
Governor’s Approval/Veto: The governor may sign the bill into law, veto it, or let the bill become a law without his signature. If the bill is vetoed, the bill returns to the legislature where a two-thirds vote of each House will override the Governor’s veto.
Human Resources 101: Breaks and Overtime (Nevada and Federal Laws)
This post was written by Megan McDonald, the Office Manager at Connor & Connor PLLC.
Like many small businesses, Connor & Connor PLLC spent the first few years of its existence without Human Resources professionals to oversee the minutiae of managing employees. As we have grown, we’ve learned the importance of implementing and enforcing accurate and fair human resources policies.
The Human Resources 101 series is designed to provide helpful tips and tricks for small businesses and self-managing employers. Today, we will be covering breaks and overtime.
Breaks – Federal Law
Federal law divides breaks into two distinct categories: rest and meal. There is no federal requirement for employers to provide rest breaks for employees. However, rest breaks are common in many industries and are required under state law in certain states.
Rest periods of short duration, running from 5 minutes to about 20 minutes, are common in industry. They promote the efficiency of the employee and are customarily paid for as working time. They must be counted as hours worked. Compensable time of rest periods may not be offset against other working time such as compensable waiting time or on-call time. (Mitchell v. Greinetz, 235 F. 2d 621, 13 W.H. Cases 3 (C.A. 10, 1956); Ballard v. Consolidated Steel Corp., Ltd., 61 F. Supp. 996 (S.D. Cal. 1945))
Electronic Code of Federal Regulations (https://www.ecfr.gov) Title 29, Subtitle B, Chapter V, Subchapter B, §785.18 Rest.
If, however, an employer does offer short rest periods, such time is generally considered paid time under federal law, and employees should be paid for this time at their standard pay rate.
Similarly, federal law makes no requirement for employers to provide meal breaks for employees. Meal breaks have become the norm across most industries and most employees expect to receive such meal breaks.
(a) Bona fide meal periods. Bona fide meal periods are not worktime. Bona fide meal periods do not include coffee breaks or time for snacks. These are rest periods. The employee must be completely relieved from duty for the purposes of eating regular meals. Ordinarily 30 minutes or more is long enough for a bona fide meal period. A shorter period may be long enough under special conditions. The employee is not relieved if he is required to perform any duties, whether active or inactive, while eating. For example, an office employee who is required to eat at his desk or a factory worker who is required to be at his machine is working while eating. (Culkin v. Glenn L. Martin, Nebraska Co., 97 F. Supp. 661 (D. Neb. 1951), aff’d 197 F. 2d 981 (C.A. 8, 1952), cert. denied 344 U.S. 888 (1952); Thompson v. Stock & Sons, Inc., 93 F. Supp. 213 (E.D. Mich 1950), aff’d 194 F. 2d 493 (C.A. 6, 1952); Biggs v. Joshua Hendy Corp., 183 F. 2d 515 (C. A. 9, 1950), 187 F. 2d 447 (C.A. 9, 1951); Walling v. Dunbar Transfer & Storage Co., 3 W.H. Cases 284; 7 Labor Cases para. 61.565 (W.D. Tenn. 1943); Lofton v. Seneca Coal and Coke Co., 2 W.H. Cases 669; 6 Labor Cases para. 61,271 (N.D. Okla. 1942); aff’d 136 F. 2d 359 (C.A. 10, 1943); cert. denied 320 U.S. 772 (1943); Mitchell v. Tampa Cigar Co., 36 Labor Cases para. 65, 198, 14 W.H. Cases 38 (S.D. Fla. 1959); Douglass v. Hurwitz Co., 145 F. Supp. 29, 13 W.H. Cases (E.D. Pa. 1956))
(b) Where no permission to leave premises. It is not necessary that an employee be permitted to leave the premises if he is otherwise completely freed from duties during the meal period.
Electronic Code of Federal Regulations (https://www.ecfr.gov) Title 29, Subtitle B, Chapter V, Subchapter B, §785.19 Meal.
Unlike rest periods, meal periods are typically unpaid and employees are considered “off the clock” during this time. If employees are provided with unpaid, “off the clock” meal periods, it is important to ensure that they are not performing work related tasks or duties during this time.
Breaks – Nevada Law
Unlike federal law, Nevada law has very specific requirements regarding break time for employees. Employers must allow paid breaks (“rest period”) at the rate of ten (10) minutes for every four (4) hours worked. Breaks should be in the middle of each work period, as much as possible. Employees that work less than three and one-half (3 ½) hours in a day need not be provided a break. Additionally, any employee that works for a continuous eight (8) hours must be provided with a meal period, which must be a minimum of 30 uninterrupted minutes. (See NRS 608.019). While not specifically called out in the law, meal periods are generally accepted to be unpaid breaks. Again, it is important to ensure that employees are not performing work functions during break periods. There are certain extenuation circumstances under which the above guidelines may not apply. If you have a unique work environment, please consult NRS 608.019 for more information on the possible exceptions.
Overtime – Federal Law
The Fair Labor Standards Act (“FLSA”) contains the federal law provisions regarding overtime pay. All non-exempt1 employees are required to be paid overtime pay for all hours worked over and above forty (40) hours in a workweek. The rate of pay for such overtime must not be less than one and one-half (1 ½) times the normal rate of pay for the employee in question. Employers are not required to pay overtime for work on weekends, holidays, or regular days off, unless overtime is incurred on such days. The FLSA does not restrict the maximum number of hours an employee may work, or that an employee may be required to work, as long as the employee is 16 years of age or older.
Proper timekeeping and correct payment of overtime is extremely important. Employees who believe they have been incorrectly paid may file a complaint with the Wage and Hour Division of the Department of Labor. Additionally, they may file suit against the employee, and may request several years of back pay, along with attorney’s fees and costs.
Overtime – Nevada Law
Nevada law regarding overtime is a little bit more complicated. Employees that are paid at a rate less than 1 ½ times the minimum wage are eligible for daily overtime. (NRS 608.018) For those employees, overtime pay (at a rate of 1 ½ times their standard rate) must be paid for working more than eight (8) hours in a workday. Such employees are also entitled to overtime pay for any work time over forty (40) hours in a workweek. There is an exception for employees that work a four day work week with ten hours per workday. However, overtime must still be paid to those employees for any work time over ten hours in a day or forty hours in a week. Employees whose base rate of pay is more than 1 ½ times the minimum wage are only eligible for weekly overtime (more than 40 hours worked in a single work week).
There are certain types of employees that are exempt from the overtime rules listed above.
3. The provisions ……… do not apply to:
(a) Except as otherwise provided in paragraphs (o) and (p), employees who are not covered by the minimum wage provisions of NRS 608.250; (b) Outside buyers; (c) Employees in a retail or service business if their regular rate is more than 1 1/2 times the minimum wage, and more than half their compensation for a representative period comes from commissions on goods or services, with the representative period being, to the extent allowed pursuant to federal law, not less than 1 month; (d) Employees who are employed in bona fide executive, administrative or professional capacities; (e) Employees covered by collective bargaining agreements which provide otherwise for overtime; (f) Drivers, drivers’ helpers, loaders and mechanics for motor carriers subject to the Motor Carrier Act of 1935, as amended; (g) Employees of a railroad; (h) Employees of a carrier by air; (i) Drivers or drivers’ helpers making local deliveries and paid on a trip-rate basis or other delivery payment plan; (j) Drivers of taxicabs or limousines; (k) Agricultural employees; (l) Employees of business enterprises having a gross sales volume of less than $250,000 per year; (m) Any salesperson or mechanic primarily engaged in selling or servicing automobiles, trucks or farm equipment; (n) A mechanic or worker for any hours to which the provisions of subsection 3 or 4 of NRS 338.020 apply; (o) A domestic worker who resides in the household where he or she works if the domestic worker and his or her employer agree in writing to exempt the domestic worker from the requirements of subsections 1 and 2; and (p) A domestic service employee who resides in the household where he or she works if the domestic service employee and his or her employer agree in writing to exempt the domestic service employee from the requirements of subsections 1 and 2.
See Nevada Revised Statutes §608.018.
The above regulations are the minimum requirements for an employer, however employers are always able to exceed the requirements. For example, some companies choose to offer an increased pay rate for those employees that work on designated holidays. While not required under federal or Nevada law, nothing prohibits an employer from providing these types of added perks. It is ultimately up to management to determine the internal policies and procedures for each company.
If you have any additional questions regarding breaks or overtime, please consult the resources referenced or contact an experienced employment attorney.
In America, cash is centralized, meaning it is in the control of a single authority: the Federal Reserve. The Federal Reserve prints money and oversees the reserves of banks throughout the country. Because of this, any transaction a person makes directly or indirectly goes through the centralized banking system. Many feel this structure is outdated, and as technology and business expands on a global scale, a new method has been created to decentralize the business process: blockchain technology.
Blockchain technology utilizes a decentralized method that verifies and records the exchange of currency directly between two parties, all without the involvement of a centralized banking structure.
The most prominent movement towards decentralization in business and technology is cryptocurrency, such as Bitcoin, which is a form of blockchain technology. Cryptocurrency is essentially electronic money that is created through “mining.” Miners utilize high-powered computer processing to solve complex equations in exchange for a small amount of crypto. Every type of cryptocurrency such as Bitcoin or Litecoin is stored and traded on its own blockchain. Blockchains are made up of blocks that contain information concerning specific transactions, and the chain is the history of all transactions that have taken place involving the specific type of cryptocurrency.
But what are these blocks that make up a blockchain? Each block has 3 parts: the data on the block, the hash of the block, and the hash of the previous block. The data that is stored on the block depends on the type of blockchain. For example, the data on a block in the Bitcoin blockchain stores the details of an individual transaction involving Bitcoin such as the sender, the receiver, and the amount of coins involved in the transaction.
A block also has a hash; a hash identifies a block and all of its contents. Hashes are like fingerprints, because they are always unique. Once a block is created a hash is calculated and changing anything about the data in the block, changes the hash of the block. If the fingerprint, or “hash”, of the block changes, it is no longer the same block.
The hash of the previous block is what creates the “chain” part of blockchain technology and is what makes blockchain technology so secure. For example, block number 5 contains a previous hash element which points to block number 4, so if you tamper with block number 4, it will change the hash. Then, block number 5 and all subsequent blocks would become invalid because there is no longer a verifiable point of reference to a preceding block in the chain.
Another way that blockchain secures itself is through distribution. Blockchains are publicly distributed through a peer-2-peer network, meaning everyone involved in the blockchain receives information on the history of that blockchain. When a person joins the peer-2-peer network they get a full copy of the chain and join the community that verifies new blocks once they check to make sure each added block has not been tampered with. This creates immutability and consensus about which blocks are valid, and which are not.
Blockchain Technology in Nevada
Nevada is a pioneer in the blockchain movement. Recently, SB 398 was signed into law under the Uniform Electronic Transactions Act, which prevents the county and local jurisdictions from imposing tax and licensing requirements on blockchain and smart contracts, making Nevada the first state to do so. SB 398 provides that the city council or other local governing bodies may not:
Impose any tax or fee on the use of a blockchain by an person or business
Require any person or business to obtain a license or permit or
Impose any other requirement relating to the use of a blockchain by any person or business or business
In conjunction, this amendment to the Uniform Electronic Transactions Act defines a blockchain as an electronic record of transactions or other date which is:
Redundantly maintained or processed by one or more computers or machines to guarantee the consistency or nonrepudiation of the recorded transactions or other data; and
Validity by the use of cryptography
Additionally, written record requirements now allow for blockchains that contain electronic records. This new addition paves the way for smart contracts, contracts that employ blockchain technology.
Nevada’s departure from other states on blockchain technology comes from an attempt to stay in the forefront of the tech industry and attract tech companies. Nevada Senator Ben Kieckhefer was largely responsible for the passage of SB 398. Senator Kieckhefer stated that the purpose was “to ensure Nevada has an environment of welcoming and inclusive startups.” And “instead of just incentivizing large companies to relocate to the state, we have policies incentivizing them and smaller companies to start and grow here.” Blockchain technology has already begun to change the way people conduct transactions, business, and contracts. Nevada’s adoption of blockchain technology is an endorsement to modern business and technological expansion in the state. But what does this mean for the legal industry?
Blockchain Technology and Contract Law
With the structure in place for blockchain technology based businesses to flourish in Nevada, the next question is what are the repercussions? Blockchain technology has the potential to disrupt numerous industries, the banking and financial sectors being the most obvious. However, the impact on the legal industry remains to be seen. One way blockchain technology may impact the legal industry is through smart contracts.
A smart contract is a tiny computer program that is stored inside of a blockchain that can be programmed by anyone. Smart contracts are self-executing agreements between two parties. Specifically, smart contracts automatically execute when certain pre-established terms or conditions are met, eliminating the possibility of fraud or long time lapses in the performance of the contract.
Because smart contracts are stored on a blockchain they are immutable and distributed. Smart contracts are designed to eliminate the need for an intermediary, such as a lawyer, and limit the potential litigation arising from ambiguity in a contract or a potential breach of contract. Consequently, if smart contract use becomes the norm, demand for legal services may decline.
On the other hand, there is a bright side for attorneys. With the expansion of blockchain technology many industries will be disrupted. These businesses will look to attorneys with specialized knowledge to resolve the regulatory and operational challenges blockchain disruption presents. Additionally, businesses that wish to become involved with blockchain technology will need attorneys to help form companies consistent with the proper legal and regulatory structures that govern blockchain technology. Due to the complexities associated with blockchain technology, there will be need for experts who understand both the technology and the law to resolve issues that may arise.
With the recent fluctuations and unpredictability of the value of cryptocurrencies, it remains unknown whether blockchain technology will attain prevalent acceptance. Though, if it continues to expand, it will result in increased decentralization, more efficient contracts, and new areas of practice for attorneys. The public and tech insiders remain confident blockchain technology will have a positive impact overall.
Forming an LLC in Nevada
Forming a business in Nevada can be a detail-oriented process and getting it right the first time is critical to avoid a lot of headaches and issues in the future. There are a number of different types of business entities available in Nevada, and the first thing you’ll want to do is choose which one is best for you.
The most popular business entity in Nevada is the LLC, or Limited Liability Company. Attorneys or other professionals sometimes form a PLLC, or Professional Limited Liability Company. Other popular kinds of business entities are Limited Partnerships, C-Corps, and S-Corps. Let’s look at the different options you have, and take a closer look at the benefits provided when you form an LLC in Nevada, as well as what you should do to be sure it’s done right.
Forming an LLC in Nevada
The first thing you should always do is talk with your partners to determine the kind of business you want to establish. Each business entity has its own specific set of rules so you should take some time and talk with your proposed partners about your goals for the particular venture as this will have an effect on the kind of business entity you choose. Consider things like taking on future investors, expansion to other jurisdictions, or even whether or not you plan on taking your company public down the road.
Your Governing Documents
When you begin the process of forming an LLC in Nevada, you will definitely want to spend some time preparing a solid set of governing documents or your “operating agreement”. You can think of the operating agreement at the constitution for your company, because it dictates the rules for how the company will be governed moving forward. Things such as voting rights, the structure of meetings and how to dissolve the company if needed are governed by your operating agreement. The more detailed and specific your governing documents are, the better off you’ll be as you move forward with your company. Take time to discuss the operating agreement in detail with your partners to make sure everybody is in agreement before you execute the document. Just pulling a copy of an operating agreement off of the internet might work for you, but cookie cutter operating agreements are not for everybody.
The Costs of Forming Your Limited Liability Company
The fees in Nevada for forming an LLC are rather low, and the price is well worth it to protect your personal assets and the assets of your other businesses. Spending some money early on to make sure this is all done properly can potentially save you many thousands of dollars down the line in legal fees, should you end up having to fight things out in court.
Working with an Attorney
Even though the process seems fairly straightforward, it’s always a good idea to work with a qualified attorney when forming an LLC in Nevada. The right Nevada business lawyer will be able to walk you through the entire process and make sure you get everything right the first time. For help establishing your business, contact Connor & Connor, PLLC, today.
When a new business decides to incorporate there are some things to decide early in the process. One of the issues a company needs to consider is whether or not to file an entity as an S corporation as opposed to a standard C corporation. There is really no difference between the two business entities as far as asset protection or estate planning goes, but there’s a huge difference in the way the two corporations are taxed.
The Difference Between C Corporations and S Corporations
C corporations are the publicly traded companies you see everyday on Wall Street such as Microsoft, Intel, or Apple. The defining feature of a C corporation is that they are taxed at the corporate level. A lot of small businesses don’t want to be taxed like this; they would rather be taxed at the owner or shareholder level. When businesses choose to be taxed at the owner level this classifies them as an S corporation. The main difference is how the owners want the profits and losses to be taxed. If they want the taxes to stay with the business then a C corporation is the appropriate choice and if they want to be taxed at the owner level then an S corporation classification is proper.
Both classifications offer limited liability protection, so shareholders are typically not personally responsible for company debts or liabilities. Both have shareholders, directors and officers. Shareholders are the owners of the company and elect the board of directors, who in turn oversee and direct corporation affairs and decision-making but are not responsible for day-to-day operations. The directors elect the officers to manage daily business affairs.
The big disadvantage to C-corp taxation is that distributions of profits, known as dividends, are subject to double taxation. In other words, the corporation is taxed once on its income, and then the shareholders are taxed upon any dividends they receive.
The Advantages of an S Corporation
It is important to know whether a company qualifies to make the S corporation selection. To be eligible to choose an S corporation the company must be domestic, not have more than 100 individual shareholders, shareholders must be U.S. residents, and certain business types like financial institutions are not allowed to use this classification. The main advantage of S corporations is that they are not subject to the standard corporate tax rate and may pass self-employment tax breaks to its members. Generally, S corporations are not subject to federal income tax other than tax on certain capital gains and passive income, S-corps are treated the same way as a partnership in the fact that taxes are not paid at the corporate level. Profits or losses of S corporations are passed directly to the shareholders as income, similar to that of a partnership, so there is no issue of double taxation because there is no tax liability on corporate income. Because the corporate profits pass through the business to shareholders income, shareholders can be taxed on money they did not receive. This could occur if the company elected to retain some of the profits and use it as working capital. On the plus side, the IRS allows S corporations to make additional distributions of profits to shareholders tax-free. However, this cannot be used as a mechanism to avoid the income tax liability the officers of the company should incur for the work that they did during that tax year. In other words the IRS expects S corporations to pay out a reasonable salary to officers that are actively involved in the company’s operations.
S corporations combine the benefits of partnerships (single taxation) with the limited liability offered by corporations. C corporations, on the other hand, allow for more flexibility in the number and type of shareholders, as well as different classes of stock. Understanding the differences, advantages, and disadvantages are crucial when deciding to incorporate a business.
Divorces have many consequences, but they ideally should not disrupt the operations of what is otherwise a successful business. Hundreds of thousands of dollars can be at stake in a business, especially when factoring in employee salaries, vendor contracts, company equity, contributions to the local economy, and more.
To prevent disruptions, business owners might need to plan ahead for their divorce — as hard as that may be during a seemingly perfect marriage. You can start protecting your business from divorce by taking the following actions and by consulting with a Nevada business lawyer.
Keep Your Business and Family Life Indisputably Separate
This holds true no matter if you are married or not, but it becomes even more critical if you think you might have to split property with a spouse in the near future.
Put simply: there should be a hard line between your business and your personal finances. This distinction should be clear, which means that you avoid activities like co-mingling company resources and personal accounts. Instead, the company should have its own set of accounts and its own legal distinctions separate from you as an owner or your household at large.
Pay Yourself a Fair Salary
Another issue might arise when you try to “starve” your personal cash flow by paying minimal salary disbursements to yourself, while keeping most revenues hoarded within the company. While all of your income is subject to taxes, keeping money in the company that you intend to access for personal use later can be a recipe for disaster.
This particular situation is worsened by divorce. Your spouse could allege that money that should have been family income went to company assets instead. This could potentially motivate a judge to share those assets with the spouse.
Compromise by Giving Up Other Assets
If you truly value your business, you will be willing to sacrifice other things to hang onto it. Chances are good that your spouse contributed at least some value to the business either directly or indirectly. You should make sure you assess that value fairly, and consider offering some sort of property or assets in-kind.
Another option includes offering to buy out the ex-spouse’s share through regular ongoing payments, or selling a minority stake of what you own to employees or an investor.
Make Sure Your Business Is Valued Fairly
Some spouses may try to overvalue your business in order to squeeze as much out of you as possible. Use a court-appointed, neutral valuation expert to eliminate this possibility. It is important to have this information on-hand in order to fairly and adequately distribute assets in a company.
Hire a Nevada Business Lawyer When Protecting Your Business From Divorce
While a divorce attorney can help you with paperwork and property division in normal cases, you may need to supplement or replace their expertise with an experienced Nevada business lawyer; especially if your company is on the line. You can contact Connor & Connor today for a free case evaluation and to gain a better understanding of your options moving forward.
Young couple meeting with their financial advisor
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Benefits of Hiring a Land Use Attorney
Many people do not think about land use law in their day-to-day activities, but a land use attorney can provide critical benefits during key times in your life. These services are especially beneficial to small business owners when they want to invest in a new property or adjust their operations. Other times, you may be facing legal challenges where comprehensive knowledge of land use law is the only way to defend your rights.
So make sure you make note of the following times you may need a Nevada land use and zoning lawyer to see how they could benefit you:
When You Want to Start a New Business or Modify Operations
Business owners require representation from a land use lawyer more often than anyone else. A business will engage in many activities, all of which have consequences in terms of the use of property where those activities take place.
For instance, a new neighborhood bakery will cook baked goods every morning, which creates minor amounts of fumes and smells within the area. They also typically have delivery trucks coming and going as well as vehicles bringing in foot traffic.
All of these activities must be legal usage of the property and in compliance with laws for the local area. Some neighborhoods may have laws against business-sourced cooking fumes within a certain number of feet or restrictions on which roads business traffic can travel.
A land use lawyer can check to see if your business activities can stay clear of such restrictions. If they will likely not, then a land use lawyer can help your business seek a permit or a variance to enable them. Many times, an attorney with knowledge in land use will come to a compromise with local regulators, such as putting up signage restricting business traffic from coming in a certain entrance.
All of these precautions prevent hefty fines or lawsuits, which run the risk of shutting down the business in extreme cases.
Property Transfer or Renovations
Residential land use typically involves less complex questions than business activities do, but that is not always the case.
Someone may wish to install a pool, add on an in-law suite, run a business out of their house or begin renting out rooms within their property, as a few examples. All of these activities could run outside the norms of residential land use and require approval from local officials or at least a confirmation as to their legality.
A zoning lawyer can clear up the more complex of these questions while smoothing the permitting process.
Land Use Lawsuits
Neighbors, HOAs (homeowners associations), governments and more can sometimes be so disapproving of prior land use that they file a lawsuit against the offending property owner.
If your business or residential activities are put in these crosshairs, you will likely need a lawyer familiar with Nevada land use and zoning laws. They can help determine your options in such instances and potentially reduce or negate the impact of legal action taken against you.
So, whether you are starting a business, curious about how you intend to use a residential property, or facing legal action for previous land use, a Nevada land use attorney can provide invaluable services.
Contact Connor & Connor today if you have any questions about land use or if you think you might need a legal representative.
Nevada law recognizes several types of business entities. Some of the most common are limited liability companies, corporations and partnerships. Each entity has certain advantages and disadvantages with regard to its formation, taxation and protections. Nevada also allows for the formation of nonprofit entities. Generally a nonprofit serves a charitable function, such as providing services to veterans or the elderly. Nonprofits offer many benefits for those who are engaging in such activities. The following is meant to provide a basic overview of the advantages and disadvantages to forming a nonprofit entity in Nevada. Read below and contact the attorneys at Connor & Connor to see how these differences could apply to your Nevada business.
Nonprofits generate revenue, just like any other business (should). They sell goods or provide services, pay employees and have overhead and expenses like any other business. However, because nonprofits generally serve a charitable function they are afforded certain tax exemptions that other businesses do not enjoy. However, nonprofits are also subject to certain restrictions that other business are not subject to. One major difference is that a nonprofit may not remunerate any shareholders or investors. Nonprofit businesses must retain any extra revenue earned in order to further their individual causes. In this vein, any exorbitant salaries or bonuses paid to employees may cause the non-profit business to lose this status and could result in harsh legal penalties.
As mentioned above, a nonprofit business will typically perform a public service. A few examples of such services are in areas such as religion, education, abuse prevention, science, public safety, the arts or charity. When a nonprofit realizes that it has accrued more revenue than its expenditure budget calls for, instead of distributing the extra amongst shareholders or investors, the nonprofit will reinvest into itself or the community it serves. Nonprofits are given certain tax-exempt statuses, as their primary concern is serving the community. The state and federal levels reward such behavior in their tax codes, by not holding them to the same standard as other companies. It is also important to note that state and federal regulations can vary dramatically from state to state.
Just like other types of businesses, there are also rules and regulations in place for a nonprofit business. The IRS strictly forbids campaigning for or against any political candidate or the endorsing of political candidates. This is to ensure that no political agenda is being funded in any way by federal grant money, regardless of how much the specific institution receives.
As far as lobbying goes, there are provisions for that. The IRS does allow for some lobbying, but “too much lobbying activity risks loss of tax-exempt status.” While this is a gray area, it does dispel the notion that a nonprofit business is not allowed to lobby at all. However, this is still a limited area for nonprofits, considering many major corporations in the United States spend billions of dollars every year while nonprofits are allowed only a small amount.
Connor & Connor, Business Law Attorneys
At Connor & Connor, we have a brilliant team of legal minds who specialize in Nevada business law. If you are interested in Nevada business laws and would like to know more about how a nonprofit business differs from other businesses, contact us today. We are here for all of your legal needs in the state of Nevada.
So You Want to Start a Business in Nevada: Now What?
An often over-looked area of Nevada law is the formation of businesses. However, if you are looking to start a business in Nevada, it is important to know the difference between the types of business entities. Nevada recognizes several types of businesses, including S-Corporations, C-Corporations, and Limited Liability Companies. If this sounds like a foreign language, keep reading.
For starters, Nevada businesses can be either C-Corporations or S-Corporations registered through the Nevada Secretary of State. Don’t worry; neither of these options must be determined at the formation of the business. When you first charter your corporation, it will automatically be labeled a C-Corporation. If you take no action, it will remain at the C level. Your corporation becomes an S-Corporation in Nevada when you file a form with the IRS. The form, named Form 2553, can be filed at any time. The business can revert back to a C-Corporation by filing another request with the IRS, but then may not again change back to an S-Corporation for a minimum of 5 years.
As the designated default corporation, C-Corporations are formed after filing the appropriate forms with the Secretary of State. These required documents include the “Articles of Incorporation”, and includes other information such as the business name and the name of registered agents.
C-Corporations are often favored in that there is the ability to become a publicly traded business, essentially giving way to unlimited growth potential. The Corporation can grow as big as it needs to. However, perhaps the most important detail to keep in mind is a C-Corporation is treated as a separate entity. Since it is a separate entity, the Corporation itself is taxed, and the shareholders are privately taxed. This “double” taxation is the main reason many businesses choose to become an S-Corporation and can be important for liability protection.
In Nevada, an S-Corporation treats the corporation and the shareholders as two different entities. This means that instead of the corporation filing its own income tax return, the individual shareholders instead claim their share on personal tax returns. This individual tax return includes the corporations calculated profits and losses.
S-Corporations have generally the same registry requirements through the Secretary of State as C-Corporations. However, the two may differ in requirements regarding registered agents, employee compensation limitations, employee benefits, size, and the type of business activity allowed, to name a few. These seemingly minor differences between the two types of Nevada corporations can have major consequences. Therefore, you should consult with an attorney to ensure accurate filing and formation.
Limited Liability Companies
If your business does not seem to fit in one of the above categories, Nevada also recognizes the formation of Limited Liability Companies, commonly referred to as LLCs. As the name implies, an LLC provides limited liability and protection for the business owner, and personal assets are protected from legal action against the business (with some exceptions). Like a corporation in Nevada, you can create an LLC by filing the LLC Articles of Organization with the Secretary of State. The process may also require the business name (including the LLC language), business practice, and registered agents.
An LLC most resembles an S-Corporation in that an LLC includes the “pass through” taxation that an S-Corporation has. This means an LLC is also eligible to allow the partners to claim their profits and losses on an individual tax return rather than a corporate tax return. Unlike S or C-Corporations, the biggest disadvantage of an LLC is the limited growth potential. An LLC cannot sell shares or grow beyond its capacity. However, an LLC can transfer interest within the company instead.
One of the biggest hurdles the aspiring entrepreneur faces is where to get the money to open a new business. Ideas, business plans and solid policies are only half the story. You need that ever elusive startup capital to get up and running in the first place. It can seem confusing and complex, but the truth is, thousands of people open businesses every year, and you can do it with the right approach. Learn these tips and advice to gain capital and get started funding a business so that you can open your doors with confidence.
Funding a Business
Funding a business is the trickiest part of getting started. It can seem like an arcane labyrinth with no real solutions. However, there are options out there. In fact, in this day and age, there are more options than ever before to gain funding for your small business!
Know Your Niche
No business is generalized. You have a target audience and a target sector in which your business fits. Know this niche inside and out. Whom are you trying to help? What is the service you are providing? Who out there does something similar? What makes you unique, and what do you have in common with others? This will help you not only find the right funding sources but to develop a quick “elevator pitch” that you can pull out at a moment’s notice.
Look for Grants
Grants are a great way to fund a small business. While the idea of a federal small business grant is, by and large, a myth, there are many institutes, charities and corporations out there who specifically fund small businesses via grants. To gain a grant you will need to fit strict requirements and be truly unique.
There are a lot of contests out there whose goal is to fund startups. Look at the popular television series Shark Tank, for example. Many of these contests are designed to let you use that elevator pitch you designed to convince venture capitalists to give you the money you need to get going.
Crowdfunding Is King
Crowdfunding came on the scene about a decade ago, give or take, and it has taken off like a cannon. It is an excellent way to find others who believe in your vision and are willing to kick in money to help you get going. Not only is crowdfunding a great way to gain funding for your business, but it also has the added benefit of being a ready-made marketing and advertising channel. If you do well in crowdfunding on Indiegogo or Kickstarter or any other platform, people will take notice!
Talk to Your Lawyer
Every new business needs an attorney, and talking with your attorney can uncover many avenues for funding you may not have considered. If you are still looking for legal representation for your new business, we can help. Look at our business law articles and get in touch with us for help and advice today!
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Pursuant to Governor Steve Sisolak's Declaration of Emergency: Directive 003, guidance from the Cannabis Compliance Board and the Emergency Regulations (Nevada Administrative Code 414) issued on March 20, 2020, all medical marijuana dispensaries and retail marijuana stores have been ordered to operate as delivery only effective March 20, 2020 at 11:59 PM PST. All marijuana cultivation facilities and marijuana production facilities may remain open as essential businesses but must adhere to the social distancing guidelines. Please be aware, deliveries must comply with all state and local laws and regulations.