Warning: California Businesses Bombarded with Bogus Solicitations

Many California business owners have been bombarded with notices suggesting that if they do not send money to the “Corporate Compliance Board”, or similarly named nonexistent government agency, their corporation or LLC will be hit with fees and fines. In response, the California Secretary of State has issued an Alert. See, http://www.sos.ca.gov/business/be/alert-misleading-solicitations.htm

These are bogus solicitations and do not require any action on the part of the company. The solicitations request that a fee be returned, along with a completed form to ensure that the company will remain in compliance with California law. The companies responsible for the solicitations are not affiliated with the California Secretary of State’s office and may not be handling the filings properly.

There are many versions of the solicitation, but they all appear very similar to the Secretary of State’s Statement of Information form. In addition to their official-looking appearance, they usually contain the company’s file number or corporate number. In many cases, the corporate number on the solicitation does not match the actual file number for the company assigned by the Secretary of State. Further, the solicitations indicate an arbitrary due date. In California, all Statements of Information are due on the last day of the month of formation. They will never be due on a date other than the last day of a month.

If you have any doubt whether a form is a solicitation, you should contact your corporate attorney. If you have remitted payment in response to one of these solicitations, you should immediately make sure that your company is actually in compliance with its filings. The Secretary of State has requested that those who received a bogus solicitation contact the California Attorney General’s office at the California Department of Justice, Public Inquiry Unit, P.O. Box 944255, Sacramento, California 94244-2550 or through the California Attorney General’s website at www.ag.ca.gov/consumers/general.php. The telephone number for the Public Inquiry Unit is (800) 952-5225 (toll free in California) or (916) 322-3360.

Motion Picture Exemption for the Nevada Business License

Recently, Nevada changed its procedure for collecting business license fees, resulting in nearly every Nevada entity paying $200 each year for a Nevada Business License.  See, http://www.eminutesonline.com/200-more-reasons-to-choose-delaware-over-nevada/.  The $200 fee for the license, now due at the time of filing of the Annual List, is another added hoop to the bureaucracy of maintaining an entity in Nevada.

Under the new law, however, Nevada corporations whose primary purpose is to create or produce “motion pictures” are exempt from fee.  “Motion pictures,” are broadly defined by NRS 231.020 as “feature films, movies made for broadcast on television and programs made for broadcast on television in episodes.” If the primary purpose of a company falls under this category, the Annual List must be filed stating the specific exemption. The Nevada Business License will then be generated at the time the Annual List is filed without the required fee.

Dear New York: Would you please simplify your dissolution process? (Four Steps to Dissolving in NY)

While California has simplified its process for dissolving a corporation, New York has retained its cumbersome process.  As so many entrepreneurs face the reality of taking their small businesses off life support following the Great Recession, the time is now for New York to simplify its outdated process.

Effective September 29, 2006, California did away the requirement that all corporations submit a tax clearance certificate issued by the Franchise Tax Board along with Certificate of Dissolution. The change provides companies with an efficient dissolution process which usually takes about 7-10 days from start to finish. Unfortunately, not all jurisdictions have followed California’s example. In New York, business entities may voluntarily dissolve only after the New York State Department of Taxation and Finance gives the entity permission to do so.  Companies must obtain the consent of the State Tax Commission from the New York State Department of Taxation and Finance prior to submitting the Certificate of Dissolution to the Department of State for filing.

The overall process can be divided into four steps.

Step 1: Requesting Consent to Dissolve from the New York State Department of Taxation and Finance 

The first step is to contact the New York State Department of Taxation and Finance to request permission to dissolve. Only an officer of the company may make the request by calling (1-800-327-9688) or placing a letter.

Step 2: New York State Department of Taxation and Finance Reviews the Company’s Tax File

Once the request to dissolve or surrender has bee received, the Department will determine if a final corporation tax return has been filed. The company can use the tax form it normally uses for its annual returns, but must mark an X in the box marked Final at the top of the return. The Department will also determine if the corporation is up-to-date with its returns and taxes. This includes any taxes and returns due for any part of a year in which the corporation was in existence.

If the corporation has filed all its returns and paid all its taxes and maintenance fees, the Department issues a written consent to dissolve the corporation with 7 to 10 business days. If there are outstanding issues, the Department will send a letter informing the company what needs to be done before it  can give consent to dissolve.

Step 3: Certificate of Dissolution from the Department of State

Next, the company will need to have a Certificate of Dissolution prepared and executed by an officer of the company.

Step 4: Certificate of Dissolution from the Department of State

Once the Company has obtained the Department of Taxation and Finance’s consent and prepared the Certificate of Dissolution, both need to be filed with the Department of State.

While this process can be burdensome, maintaining the company’s good standing by filing returns and paying taxes will make the dissolution process much more efficient.

Can Your California LLC Avoid the Annual $800 Franchise Tax?

When a newly formed LLC elects to dissolve, on the other hand, the process is far simpler and the LLC does not need to pay the $800 annual Franchise Tax if certain requirements are met. A newly formed LLC can file a Certificate of Cancellation Short Form (LLC-4/8) and the $800 Franchise Tax will be waived if the following requirements are met:

1. The Certificate of Cancellation is being filed within 12 months from the date the Articles of Organization were filed with the Secretary of State;
2. The LLC has no debts or liabilities (other than tax liabilities);
3. The assets of the LLC have been distributed to the person entitled thereto, or no assets have been acquired; 
4. The final tax return or a final annual tax return has been or will be filed with the Franchise Tax Board; 
5. The domestic LLC has not conducted any business from the time of filing the Articles of Organization (including opening of a bank account and depositing any funds into such bank account); 
6. A Majority of the Managers or Members voted to dissolve the entity; and
7. Any investments received from investors have been returned to those investors.

Dr. Maoshing Ni: 74 Generations and Counting!

Dr. Maoshing Ni (pictured on the right) and his brother, Dr. Daoshing Ni are the founders of Tao of Wellness, a holistic medical center treating a wide variety of conditions. They took over the predecessor clinic in 1985 from their father, Master Ni, Hua-Ching, who came to the United States in 1976 as heir to an unbroken chain of 74 generations of masters dating back to the Han Dynasty. Drs. Daoshing Ni and Maoshing Ni expanded the medical center, and also founded Yo San University in Marina del Rey, a school of Traditional Chinese Medicine. They are well-published authors and manufacturers of high quality herbal products, which they distribute throughout the United States.

This is a profile of Dr. Maoshing Ni:  accomplished doctor, yet always the student.

I spoke with him about his practice as I sipped a delicious cup of his non-caloric tea, made with all natural herbs.

eMinutes:  I understand that your father was also a doctor.  What are some lessons on enterprising you’ve learned from your dad?

Dr. Ni:  Well, I’ve learned from him that you have to have clarity in what it is you want. A lot of people wish for things, but they don’t really know what they want. They have these vague ideas, “I want five million dollars” or “I want a house.”  But you have to have clarity in terms of your vision and in terms of what it is you want to accomplish. Also, hire the best people you can find and treat them well. Try to share that vision with them, have clear expectations, and empower them to help you.

I learned [these things] from my father watching him do exactly that. He really empowered people and inspired people to become the best they can.  I think that’s invaluable in business.  Because your own capabilities, while maybe tremendous, are also limited. You need good people around you to accomplish what you want.

eMinutes:  And as far as inspiring others to work with clarity, what is it you try to inspire them to achieve or work toward?

Dr. Ni:  I think the common need for humans is to do a good job and to be recognized.  And I think that’s what we try to do. I try to inspire my staff [to realize] one of the most fulfilling things they can do in their lives is to actualize their potential and to achieve their greatest end.

We are a healing organization. We dispense health services and wellness.  Everything we do — ranging from the books we write to the products we produce (such as herbal products), to the integrated medical services that we provide — are all about health and wellness. So what we do is provide those kinds of services to inspire people and help them become the best they can be in terms of their health and wellness. We try to inspire our people to do and be the best they can. So far, it’s working!

Let’s see, my brother and I took over twenty-five years ago from our father, and we’re blessed.  We have good people and good doctors.  We have seven doctors in our group. We’re doing okay.

eMinutes:  At a young age, do you remember feeling inspired by someone in particular? Maybe it was your father or possibly it was somebody else that worked a different type of job altogether? Perhaps you never wanted that job, but there was something about the way they worked that was inspirational to you?

Dr. Ni: I grew up in Taiwan. I was born and raised there and I came here as a teenager.  There were many people who were inspirational to me when I was young.

eMinutes:  Did you speak English?

Dr. Ni:  No, I didn’t speak any English at all. I came to the states and I learned English here. But I remember when I was eight or nine years old living in Taiwan, there was this guy who was a street vendor. We had these puffed rice cake treats there.  He would come to the corner of the street and he would set up his little stand and he would gather a bunch of kids around him.  He had the machine that puffed the rice up.  And then he would compress them and bind them with honey, making these puffed rice cakes.  And they were absolutely delicious.

So I would watch him come every day. He would do this.  He was methodical and he was proud of what he did. He would bring his kids sometimes and they would work with him. I remember for a year he was on that street corner.  And the next thing I knew, I would see him a few blocks down the street and he would have another little stand that belonged to him.

eMinutes:  He expanded?

Dr. Ni:  He expanded!  And I was very impressed.  After the span of a couple of years, he had something like four or five of these little stands and he would sort of be at each place for about an hour. He would rotate. And he would always have someone else be at each stand .

I remember this guy because I really liked eating what he had.  It was my favorite treat.  And I forgot about that when I moved here because I was a teenager.  And then one day, in my late 20’s, I was reading the Chinese newspaper.  It was a business daily kind of thing. I was reading, and there was a picture of this guy who looked really familiar.  I couldn’t quite place this guy.  But I knew I met this guy before or I had seen him. But where? I kept reading the story and then I realized that he was the guy that started out on the street corner making these rice puff cakes and now he owned a very large snack food company in Taiwan. A big, big company.

I just remember – wow!  This guy really inspired me in that he understood what it was the kids wanted.  He really knew his audience and what their needs were.  And he put on a show – it was like popping popcorns but this was much more complicated. Because he would puff the rice so there was an explosion when you release the pressure.  So there was a big pop. The sweet smell would waft down the street and it was irresistible to every kids and adults alike! This was a show. And then he would pour it into this pan, and he would put either honey or molasses over it. And it would cool down and it would harden, and then he would cut it. And he would do this in a very methodical way. By the time he was done, they kids were dying, salivating. And the smell – it was amazing. He knew his market, he knew what his audience wanted, he knew how to market to the right audience, and he was very successful. So I always remembered that.

eMinutes: Well that sounds like a combination of a showman – he had his skill down – but also a businessman, because he was industrious and had stands on multiple corners as he grew the business. So he was a combination.  Most people can’t ride that line. You think that’s partially due to clarity and partially due to the fact that he worked really hard?

Dr. Ni:  Oh absolutely. This guy was always there.  He was always there.  Rain or shine, he was always there.

eMinutes: So you obviously come from a medical background, but I wanted to know how you transitioned to structuring your company and expanding. As I’ve learned, you have many different corporations and interests.

Dr. Ni:  Well, I think these interests all kind of dovetail into one another.  What we’re involved  here is a family tradition that goes back generations.  And whether it’s a professional practice, or an herbal manufacturing company, it’s a business. You have to run it with sound business principles.  And so the principles we relied on were based on taoist philosophy that is the foundation for Chinese medicine. The principles are that you try to seek integration as much as you can in the related activities. So you leverage one into another.  I think that’s important.

So we started out just with the practice and we realized that herbal medicine is very much a part of what we do – integral to what we do.  But we weren’t able to control the supply nor the quality.  We had to just take what the suppliers gave us. If it was bad quality, that was all we had to work with.  So very early on, we decided we had to get to the source.

So we worked with experts to contract herb growers in China to grow some herbs for us. Going directly to the source meant that we can control the quality to ensure that they were free of heavy metals and pesticides and all of those things.  And since we were bringing them here – we were importing them– we had to, by necessity, go into the import business.  We didn’t want to—we were just doctors.  But since this was such a critical element of what we do, we had to make sure that we had the highest quality and control the supply.  So we got into importing.

Importing meant that we brought in a lot of raw materials and we decided to share some of our family formulas because the patients were asking for them.  You know they would say, “Doc, I come to see you once a week or once a month or whenever I’m sick, but in between I want to have something that I can take to maintain my energy, help me sleep, keep me calm and focused, concentrated.”  And so naturally the demand was there so we began to produce family formulas for energy, immune system, prevention, and for all kinds of needs.  So we started an herbal company.  So that kind of grew naturally.

In the mid 70’s when our father began here in America, and when we had taken over in the mid 80’s, Chinese medicine was very foreign to the American population.  Very foreign. Eastern philosophy of the Tao, of Zen, of Buddhism– was kind of beginning and people were interested but not very many people knew about it.

eMinutes:  There were more skeptical attitudes to change, I imagine.

Dr. Ni: (nodding) So the job was to educate them. So one of the ways we educated them was through books. So my father started writing books. Now he had been an author before coming here. But still, writing in English was not an easy feat. And so he wrote a bunch of books on the classics of Daoism and Eastern philosophy, and medicine, health, fitness and healing.

So when we came on board in ’85 and took over, he retired.  And we continued to write and expand on that.  And so we would introduce concepts through books and videotapes, DVDs on Tai Chi and meditation and mind/body exercise.  So the whole gamut of eastern fitness, health and mind/body healing naturally expanded into a publishing house and now we have over eighty titles.  With our herbal company, we have over 100 products. And these were activities we wanted to do just to educate people and it turned into a business.  And these were herbs that were responding to people’s needs, and it turned into a business. But our main focus is still our practice, of course.

Then back in the late 80’s, we were teaching a lot.  We were teaching and training because we realized we really can’t do this all ourselves and we needed to train some good doctors to join us.  So we decided to start a university.  On paper, starting a university sounded really good, but in practice it was really difficult. Because there was a whole accreditation process you have to go through.  It’s a nightmarish process.  But my brother and I being young and foolish and not knowing any better, we plunged right in.  So we started a university in the late 80’s, named after our grandfather, Yo San. That was a desire: to share our family’s tradition, but at the same time train doctors who can then join our practice.

And so again, that was another need that we tried to fulfill, and it turned into a whole business in itself.  Now a university is a non-profit organization so its mission and purpose is quite different. So that project has turned into not only having 150 students and an accredited graduate masters degree program  (we’re rolling out a doctorate program later this year), but we also developed free clinical services through the community and through our university. We just developed a free acupuncture program at Children’s Hospital, LA in Hollywood using acupuncture to treat kids with chronic pain.  This is the first acupuncture program of its kind in a children’s hospital in the U.S.

[We’ve been working for a long time with] Venice Family clinic and a clinic called Being Alive, an HIV clinic in West Hollywood.  [We’ve been working with] Premier Oncology, helping patients who are going through chemotherapy to stop throwing up and relieving their pain, fatigue and depression.  So as a result, we’ve developed this whole charitable outreach program that we do on an ongoing basis and we do fundraisers to support these and other new programs.  And so that’s another piece.  And so much of what we do has organically developed and evolved because we needed to do something or we were responding to the needs of our patients.

eMinutes:  And you also got involved in real estate?

Dr. Ni:  Yes – the real estate part of it was kind of a natural thing because you need a place to house your business and various things.  So again it was a response to a need.  I think in a way our business approach has been based on this clarity:  we know we want to provide the best possible health care services offering Eastern medicine.  That’s what we want to do.  As a result of that, the various needs and responses to our patients cropped up. So the school needed a place – and we acquired a place for the school. And it sort of went on and on from there.

eMinutes:  So here we are in a recession. This must have affected your patients. Yet I’d like to know if you have benefitted from the recession in any way?

Dr. Ni:  I can appreciate what people are going through. It’s a very tough time and my patients are all suffering, too. I don’t think anyone is spared that. But I think at the same time, our products division has probably benefitted because people are looking more for self-care.

eMinutes: They’re skipping the trip to the doctor?

Dr. Ni:  They may be doing that and may be looking more for self-care.  And [regarding] services care, we’re unique in that our patient population is a very devoted group of people who very much care about their health and wellness.  And they know that if they can stay calm and have energy and focus and good health, they can do better to get themselves out of the period that we are going through.  So we have a lot of proactive patients who think , “I may skimp on the fancy dinner, but I’m not going to skimp on my health.”  Because from that health comes all the productivity, the creativity, the ability to generate and regenerate.

And that’s very much the philosophy of transforming a negative situation into a positive one.  And actually during difficult times, people go back to school. So our school has also seen an uptake in enrollment. It’s an interesting observation that we have seen going on in the marketplace.

People get laid off from jobs and they decide, “I’m going to start my own business.”  They don’t want to get laid off again.

eMinutes:  Would you say there was an aspect or lesson in business that you were not prepared for and you had to learn on your own?

Dr. Ni:  (laughing) I think everything.  The truth is we had zero business training.  Zero. Lots of medical training, but zero business training. It was all the school of hard knocks, making lots of mistakes along the way and learning from your mistakes.  And we are very eager learners.  My brother and I are constantly reading and asking people for advice, so we’re always reaching out trying to increase our knowledge base.  We know that we are not the experts and we are always evolving.

eMinutes:  Always the student.

Dr. Ni:  Always the student!  We’re always the student.

eMinutes:  And as an entrepreneur, what’s one of the toughest lessons about staring a business that you have had to learn?  Along the lines of how you said no one prepared you for the difficulties you would face when starting a university.

Dr. Ni:  Yes, well that was it.  You often underestimate how long it’s going to take and how much money it’s going to cost to launch whatever it is you are trying to do.  And so the challenge is to be very realistic and manage your expectations.  Otherwise you get very frustrated and you might give up.  Because you can get stuck and you can’t seem to move forward because of a lot of obstacles. So I would say for all entrepreneurs out there who are looking to start a business, always check your expectations and be realistic and double or triple the amount of time and money that you think it will take to get something off the ground. And when you do that, you will be pleasantly surprised because things might actually turn out faster and you might be able to succeed better than your projections, but always, always do that and I think you’ll get through it much better.

eMinutes:  It sounds like you do so many things.  I’m curious what a day in your life is like. Is every day different?

Dr. Ni:  It’s very stimulating. I love patient care.  So I get up 5 am everyday and I do my exercises and my meditation, my Tai Chi. I come to work and I’m usually here at 6:30.  I see my first patient at 7 am. And it’s pretty much non-stop until about 5 pm.  And then (smiling) I go pick up my kids. I love that. I love being involved with my kids.  I pick them up from their after-school programs. And then we go home, and I help them with their homework and get them fed and showered and ready for bed and put them down. And then I get ready for what I have to do.  Of course I couldn’t do any of that without my wife!

eMinutes:  The other part of your business?

Dr. Ni:  The other part of my business. I pretty much strategize, I write.  I have several blogs. For example, I have a longevity blog on yahoo.

eMinutes:  Where else do you have blogs?

Dr. Ni:  I have the blog on Yahoo, www.AskDrMao.com, I have a blog on Lifescripts.  I’m starting a new blog on Huffington post, www.intent.com, and I’ve got new material on www.EmpowHer.com.  So I enjoy doing all that and more.

eMinutes:  How and when do you do all of that?

Dr. Ni:  I have assistants helping me with all of those things, as well. And also I write books. I’ve written 12 books… not as many as my dad.  My dad has written over 70 books.

eMinutes:  But there’s time yet.

Dr. Ni:  (laughing).  I just love to educate and teach and so in the evening when the kids are asleep, I’m thinking and working away.  And that’s when I do a lot of my thinking process as well for all of the businesses.

eMinutes:  How many kids do you have?

Dr. Ni:  I have three. They’re twelve, eleven, and eight.  My oldest one is a competitive fencer and equestrian.  She loves literature and is easy to get along with.  My middle one is quite the go-getter. The middle one always has to find a way to stand out. That’s what I have noticed in the dynamic. She is a competitive rhythmic gymnast.  She’s going to Junior Olympics this year for the second time. It is gymnastics with apparatus:  hoops, ropes, ribbons and floor routine.  It’s like Cirque de Soleil. And it’s an Olympic Sport.  It’s amazing.  So anyway, she really stands out for the middle child.  And my little one complains that he gets bossed around by his sisters but they better watch out because he is quite a good martial artist.

eMinutes: Regarding your corporations and managing them, what would you say is one of the things you dread the most?

Dr. Ni:  It’s all the darn filing and minutes and this and that. I mean these are the kinds of things that are necessary evils and you have got to do them.  And a corporation is a real entity and you’ve got to operate it like a real entity. And so I think a lot of people do not follow through with those requirements and that’s really important with the corporations. When the corporation is operated and used effectively, it is a real asset to the business.  I mean the reason why the government agencies created the corporation is so that it enables businesses to really benefit from all of the advantages of having a corporation. And I think that’s a really important thing to remember. And we certainly appreciate the advantages the corporations afford us.

eMinutes:  So your father led the way for your brother and yourself, but at what point did you decide to start your own business?  Would you say the first business that was born – aside from your medical business – was the herbs and products?

Dr. Ni:  The products, yes.  But it’s interesting, everything sort of happened all at the same time.  The university happened with the herbal company with the publishing company. The publishing had been ongoing but it expanded – it got a big boost.  It all happened in the late 80’s.

eMinutes:  Had you ever formed a corporation before that?

Dr. Ni:  No.

eMinutes:  And that’s when you had to form many corporations?

Dr. Ni:  Yes.  Yes.  (laughing) And sometimes I think my wife, who is our CFO, is overwhelmed.   She’s overwhelmed with the number of different entities we have.  Sometimes we think we should consolidate this and that and we have done some to a certain degree. But real estate, for example, you don’t want to hold multiple properties in one corporation because liability from one can sort of affect the other. So you want to put it in a separate LLC.  So with every building, you have a separate LLC.  So that’s another issue. So while forming a corporation affords you the benefit of protection and liability and so forth, it can sometimes become unwieldy if you don’t plan it carefully.

eMinutes:  What would you say are common misconceptions about your job?  Maybe from a patient’s point of view?

Dr. Ni:  you know I think when people end up here, it’s a self-selective process.  Because they probably have already explored the conventional allopathic medicine, they’ve seen their doctors, they’ve had x-rays, and they’ve had all kinds of exams and treatments.  They’re here because they didn’t get the relief they were looking for.  They’re dissatisfied with the service they received.  They’re exploring and they want to try something that works and something more naturalistic perhaps. So with that self-selective process, already they walk in and I think they are pretty right on in terms of their perception.  And perhaps I think their surprise has to do with not realizing how professional we are.  I think the perception is that since we’re “alternative”, we’d be operating out of a shack or hanging out with long hair or whatever misconceptions there are.   I think they’re often surprised, when they walk through our office, that we are set up like a doctors office and in fact, we’re more organized. We have exceptional staff who really take care of our patients.  Our patients always complain about their doctor’s office staff but they love our office staff.

As soon as they enter our lobby, the healing begins.  And then the interaction with our staff is very friendly, warm, caring and so forth. And then come the therapeutic care that we give them, and then they leave in a peaceful state. And we designed the whole experience and we ensure that it is a healing experience for them. So to answer your question, I think the misperception is that we are not going to be as professional as allopathic doctors.

eMinutes:  Have you ever worked a job that was not in the medical field?  What was your first job?

Dr. Ni:  My first job was a carpenter’s assistant as a teenager.  I had just arrived from Taiwan. And during the summer, I wanted some spending money.  And my parents are frugal people.  They had gone through two wars and they understand the value of their money. And they said, “Well you know, you go and figure that one out yourself.”  So I was able to find someone that was a student of my fathers at the time. And he was a carpenter and a contractor.  So I went to work for him scraping paint from window frames hanging out of three story buildings.

eMinutes:  Here in Los Angeles?

Dr. Ni:  Here in Los Angeles, yes.  And I did plumbing and carpentry and sometimes doing stuff that nobody wanted to do. I mean I cringe thinking about the toxic chemicals I was exposed to, because I was using paint from a sprayer without a mask.  Scraping lead paint, you’re just breathing in all those fumes and sandblasting.  You just go, “Okay I’m glad that was way in the past and hopefully I have eliminated them after the repeated detoxifications I have put myself through, and that I’m okay now.”

eMinutes:  That was your first job and your worst job?

Dr. Ni:  You know actually, it wasn’t that the work was hard. I mean it was tough, but it wasn’t the worst job.  It taught me a lot. I learned a lot about real estate. I mean if you think about real estate, if you know something about how a building is built, it really makes a big difference.  When you’re looking at a piece of property and walking through it, as opposed to relying on your contractor telling you when you’re going to buy a house – because their motivation is different than yours.  And so for you, understand how to look under the sink and behind the toilet and you know, recognize problems.  Because I knew all of the ins and outs of building and remodeling a house from those two summers I worked as a contractor’s assistant.  I learned a lot.

eMinutes:  Is there a question that no one ever asks you when you’re interviewed that you would like to talk about? Maybe something else that you would like to add?

Dr. Ni:  You know we do so many different things.  The thing is – I really enjoy being creative. I’m always thinking about how I can improve on something or how I could come up with something that solves people’s problems. Solutions.  As a result of that, we keep innovating.  Innovations are a big part of our organization. I try to push that down through the organization.  We don’t settle for the status quo.  We must constantly improve.  Even minor things, we must constantly improve.  So I think that is what I really enjoy doing, fostering an environment where everyone is constantly looking for ways to perform a task better.  I love doing stuff like that.

It starts with improving myself and then improving what we do and what kinds of products we offer people.  And then helping my employees to constantly upgrade and improve themselves.  It comes from responsibility. Because ultimately, when you have a business, you have a responsibility that you are providing an environment for the people you have involved, your associates and partners, to grow and to become the best they can be. And so you have to provide the guidance, the inspiration, the toolset, the environment for them to grow and be their best. And if they can be their best, then your company can only grow and benefit. That’s it. The success comes from taking care of your people and helping them grow, and in return you get the best performance from them.

eMinutes:  And ultimately you make your patients the happiest?

Dr. Ni:  Completely.

How can I dissolve a California Corporation?

To dissolve a California corporation, the company must authorize the decession to dissolve, file with the Secretary of State, and satisfy the Franchise Tax Board. First, all of the Shareholders of the company must vote on the decision to dissolve. If all Shareholders agree to dissolve, the vote can be administered by written consent, pursuant to California Corporations Code Section 603 (a). Next, with regard to the Secretary of State, the corporation must file 1) a certificate of dissolution (Form DISS STK) and 2) an election to wind up and dissolve with the Secretary of State (Form ELEC STK). The election to wind up and dissolve is only necessary if the dissolution has not been agreed to by the unanimous consent of all outstanding shares. Finally, with regard to the Franchise Tax Board, the corporation must file a final return and pay all outstanding taxes.

How can I dissolve my California nonprofit corporation?

The election to dissolve a California non-profit corporation must be authorized by the vote of a majority of all the members of the corporation, or if there are no members, by the board of directors. The corporation must file 1) A certificate of dissolution (Form DISS NP) and 2) an election to wind up and dissolve with the Secretary of State (Form ELEC NP). The election to wind up and dissolve is only necessary if the dissolution is not by unanimous consent of all members or directors. Prior to filing the dissolution document(s) with the Secretary of State, the corporation must obtain consent from the California Attorney General. To receive permission to dissolve, the corporation must provide the Attorney General with the financial statements of the corporation for the previous three years, show that the that all its debts have been paid off, and that it will distribute any assets to other non-profit organizations that are also tax exempt. The Attorney General then issues a waiver letter, which waives any objections to the dissolution. The corporation must file the waiver letter along with the Form DISS NP, and Form ELEC NP, if applicable, with the Secretary of State to complete the dissolution process.

A Musical Guide to the End of Corporate Existence

When the shareholders of a corporation, or the members of an LLC, decide that the entity will stop actively engaging in business, they have a choice to make: officially dissolve the entity in accordance with statutory requirements, or simply do nothing, and instead let the entity “die on the vine” by failing to comply with annual filing requirements and file tax returns. While letting the entity slowly wither away may have some appeal in the short term, ultimately, it’s an unwise strategy. Read more

Zombie Corporations in California: Personal Liability Lives on for Four Years After Corporate Dissolution

In most states, once a corporation is dissolved, its shareholders may not be held personally liable in connection with claims that arise after the dissolution. In California, however, the rule is different, thanks to Cal. Corp. Code §2011. Under that statute, personal liability lives on, despite the fact that dissolution has effectively put a stake through the corporation’s heart: shareholders can be held personally liable for corporate obligations arising before or after dissolution. Read more