Selling Your Business Reduce Taxes, Protect Wealth, Protect The Family SAM DIPIETRO ARMANDO ROMAN

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Hi, Armando Roman with Axium Founders Family Office here with Sam Dietro, attorney with the law firm Spencer Fain. Sam, how are you this morning? >> I’m doing well, Armando. How are you? >> Good, good. Hey, so I’m looking forward to this conversation with you. You and I have overlap in the types of clients who we serve and we, you know, when we meet them. And what I find is that when when we meet them, which is right before or after the sale of their business, often they’re certainly in that mindset to

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have a conversation with you. And so we meet them kind of at the same time in their life. They’ve got these big things going forward and coming and so uh they’ve got a lot of questions and and they’ve never been in this territory before. So um you are of course an estate planning attorney. You’re also a CPA and you are helping people with their estate planning when they’re going through some of these very major decision points and turning points in their life when they’re about to sell a

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company and they’re thinking about that next that next phase of their life and the the future generations their existing children adult children minor kids and that we as their as their multif family office and family CFO we help them navigate those same areas as well where they’re thinking about they don’t want to ruin the kids. They want to take care of the kids. They want to uh reduce taxes, preserve their wealth, and there’s a lot that they have going on. And often with the business sale,

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it’s all happening so fast that they don’t have a chance to take a step back and take a breather and really absorb and maybe think um as as well or as clearly as they might like because it’s just happening so darn fast. So, what we’ll go through this morning, I’ll pull up the outline here of what you and I talked about. And the outline here that we can see now on the screen is um of course tax mitigation and estate planning for the founder about to sell their business. And the the outline

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is as follows here. We’ll have a conversation about taxes, about the impact of the entity, some specific things very very specific to selling a business and the tax impact of that. We’ll then talk about in the middle section here about trusts, the broad picture, a lot of misconceptions people seem to have about trusts, about asset protection versus not protecting assets. And then there’s is always a concern for the family of course about protecting their adult children. you know, how do

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they do that? And uh when I say protecting, I’m not meaning put them in a cage and protect them that way, rather than how do we protect them sometimes from just things that happen in life. And so this is the outline that that you and I of course will will go through. So, why don’t we
begin um Sam with with with taxes and I’ll ask you in the broad picture as you’re helping people with that tax conversation in the broad picture, what does that sound like when you’re talking with your your folks as

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you’re helping them with their estate planning? >> Yeah. No, definitely. And one of the things I do want to add that I was excited about this podcast is all this stuff as you’ve kind of said, planning for an exit, planning for the estate plan, planning for how kids will inherit wealth and asset protection, it’s a lot to throw at someone, especially if they’re on the roller coaster of selling their business. So to your point, Armando, the extent that we can get people in front of us before, you know,

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they start to get on that roller coaster of the M&A transaction, I think that it’s beneficial because, as you can kind of know, when you’ve got 10 fires going at once, you know, it’s not as it’s not a not a great not a great scenario to be in to put them all out. So starting the fun conversation on on death and taxes, I like to I like to joke there. What we usually look at from a tax perspective when you have someone that’s about to exit or planning to exit a business is a

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couple of different things. Obviously, foremost for me, because this is what I do for a living, I look at estate taxes. I say, “Okay, do we expect to have a taxable estate either today pre-sale of the business or post sale of the business?” Right? And a lot of times, um, you know, business valuation is kind of fun. And what I mean by that is founders, some of them will think that their business is worth 10 times what they’ll get and others think that it’s worth nothing. And it’s kind of um you

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know the goal I guess has been between that. And so it can be somewhat difficult to tell if you’re going to have an estate tax issue or not. But what I tell clients is when you’re in the scenario when you don’t know, it’s best to at least have the discussion on okay techniques that we might use or might consider using to mitigate it. So again, starting with the estate tax side, we’ll look at okay, is there planning opportunities there? Generally, there are things that you can do

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depending on how far away you are from selling the business. And what I mean by that is if you’re six months out, there’s a lot of stuff that we can do. If you’ve already received a letter of intent, it becomes less of a how do we plan before the exit of the business and it goes a little bit more to planning after the exit of the business. So what I mean by that is that letter of intent or that agreement that kind of fixes the price for my purposes. It it kind of fixes what I can do to the extent of

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free exit planning. And so one of the the jokes that I I tell clients a lot when I present on this topic is you know a tale of two clients that happened to me a couple years ago. One they came six months before the exit and they exited at around 50 million. We were able to do some extensive planning to mitigate the estate tax burden. The other client who came to me after the exit exited at about 90 million. And what I tell you is it’s a lot more difficult to fix a $90 million estate tax problem than it is to

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preemptively address a $50 million potential estate tax problem. >> Right? >> So again, starting with the estate taxes is where I would go. The next thing that I think you always have to look at is okay, income tax planning, right? What can we look at in terms of income tax mitigation? People tend to, in my experience, really like the income tax side a little bit more than they like the estate tax side. Obviously, the estate tax side, you know, you might not get to see the benefits because it’s

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really your kids or spouse that are getting the benefits, but from the income tax side, it oftentimes is the client that’s getting the benefits. What that involves from my side is working closely with the CPA and financial advisor to make sure that there’s other items say that they can generate losses in that year that they’re doing that to maybe offset the capital gains. Looking at something called qualified small business stock, which is a topic that we’re going to address a little bit

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briefly this morning and it’s one that quite frankly I see missed quite a bit which is kind of scary. Sometimes clients will also want to say, “Okay, is there a way that I can shift some of the income tax liability outside of my state of residence into a more tax friendly state?” And so what I mean by that is if you’re in California >> or, you know, another state that has a high tax rate at the state level, it might be saying, “Okay, is there a technique that I can do to say move part

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or all of the sale to a state like Nevada, which has a very low tax rate?” >> Exactly. So, it’s kind of a holistic, you know, planning. And what I tell people is again, it’s a lot of steps that I just mentioned. >> It is. >> If you’re asking me the week before you sell the business, we probably can’t do all those steps, but six months out at a minimum is is a good thing to have >> it. Exactly. And you make a good point that planning ahead is so crucial in

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this whole thing. Let me let me talk about type of entity for a bit because people will ask this question quite a bit. Does the entity of choice for the business matter? Well, yes, it does. And there are some things that that can have an impact on that. There is what’s called qualified small business stock. There’s a capital gain exclusion of about $10 million and that recently changed with the new law that went into effect in July of 2025. So whether that applies or not, it certainly is worth

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investigating. If there’s a possibility that you can exclude capital gains of $10 million, well, you better down have a little bit of time to investigate that and make sure that it that it can work for you or at least at least do enough digging to where you feel confident that it doesn’t work because uh with a substantial sale, $10 million of capital gains is a lot of money and compounded over time, it’s just it makes a big difference. So yes, type of entity, it does matter whether it’s a Ccorporation,

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an S corporation, a partnership. Uh, one of the questions that we’ll also hear is an asset sale versus a stock sale. And that um, you know, those words can be confusing to folks at times. An asset sale, of course, meaning that I’m going that if the buyer is going to buy your company, they’re going to buy the stuff. They’re not going to buy the entity. And part of what they will want to have is they want to buy the value you’ve created, but they don’t want to take on any liability that you might have that

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you might have um built up along the way or that sits there quietly dormant till it surfaces. So the way they avoid that or one way they try to minimize that risk is they look at an asset sale rather than a stock sale. Because with a stock sale, of course, the buyer takes on all of the liability that might be with that existing company, and they don’t necessarily want to do that. The seller might have a different perspective because from the seller’s perspective, there might be some, well,

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there are some tax advantages to a stock sale versus an asset sale. But that’s all part of the conversation. Getting back to your point that hey, when we have time to plan in advance, then we can address these issues and far them out. And that all that all becomes part of the negotiation that the negotiations that take place between buyer and seller during the final stages leading to closure on that business. Um and you mentioned the state income tax. Some states of course as Florida, Tennessee,

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Nevada, they don’t have any state income tax. So, if you live in a high state tax um high tax income tax state like California or maybe you know New York is another one that’s pretty expensive as well, then can you shift some of that income from the sale or capital gains from the sale over to a no tax state and that are there ways to do that? Um I I’d say yes. Yes, I know we’ve got a client now who who’s done some of that planning before we met them several years ago. And now we’re working with the tax

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attorneys and the tax CPAs to make sure that that strategy is in fact going to work. And if not, what do we do leading up to sale that that that can work for them to help minimize and or reduce or even eliminate some of those taxes that might be there. Sam, in the tax conversation
that that you know to kind of put a cap on the tax part of this conversation, at least for for this time, anything that we didn’t touch on that comes up in your conversations with families as they’re leading up to exit

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that we really need to touch on. >> Yeah. I mean, if we have the time, I would love to talk a little bit about 120 stacking, the qualified small business stacking. And again, I’ll keep it high level, >> but I mean to Armando’s point and a little bit of history on 1202 for those that have no idea what I’m talking about, Congress in the ‘9s, they wanted to encourage investment in small businesses. And so they passed a bill that basically had this provision for qualified small businesses. And there’s,

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you know, high level criteria. Has to be a Ccorporation, have to have held it from original issu issuance for a couple of years, also have some asset limitations. But what we’ve saw with this new administration is a much more friendly administration than we’ve seen in the past with regards to qualified small business stock. And what I mean by that is there’s been some pro administrations in the past that have tried to get rid of it. But this administration has not tried to get rid of it. Instead, what they’ve done is

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they’ve made it easier and they’ve even increased that exemption, that 10 million that Arando spoke about to 15 million, which is really powerful. That means as a taxpayer, if you have a Ccorporation that meets the requirements, you can exclude 15 million. What a lot of people don’t necessarily plan for, people that are willing to say make transfers to descendants or spouses, is that there are ways to duplicate that 15 million through irrevocable trusts. And again, I don’t want to go too far into the weeds,

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but that concept is called qualified small business stacking. And it really is a powerful tool. If you are planning an exit with a Ccorporation that qualifies and you want to leave items to either children, spouses, etc., there are ways to do that that might actually be able to let you exclude much more of the gain if not all of it. So that’s something that I will see a lot of times. And again, the stars have to align. It has to be a Ccorporation, which you know, fell out of popularity a little while ago, but maybe now is

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rising. Have to meet all the criteria. But if you do, that’s a really powerful tool to eliminate quite a bit of taxes with very very little risk because again it is a code provision. >> Right. Exactly. I’m glad you mentioned stacking. That is such a key a key word that that that can be significant significant for that family going through the exit. And when I think about in the big picture, Sam, reducing or eliminating taxes on any kind of an event, what I like to look at it is not

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just saving the taxes because the the families that we work with are typically very very generous people. And when they have more that they’ve that they now have after the sale, they can give more and they put that money back into the community. And uh you know that that gets to the the impact of charitable giving and charitable planning as you go through an exit as well because that is another strategy another technique that can be extremely impactful not just from a tax savings standpoint but from that

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entire family’s uh holistic viewpoint of how do the parents who had this exit of the company how do they continue to engage the kids in philanthropy in charitable giving and help the kids understand how important it is that when they’ve been blessed with this kind of a fortune that it’s important to share that with the community and have an impact on the community that that they want to have. Engaging the adult kids and maybe the grandkids in that giving can be extremely extremely impactful. So

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Sam, let’s let’s go to trusts now. And uh when I think about trusts, you of course are the estate attorney. You draft these things. I don’t. I read them and I get confused because people like you who have law degrees have written this and you understand all these clauses and that. Talk if you could in the big picture about trust. And I’d like you to touch on if you if you would revocable versus irrevocable trusts. There seems to be a lot of confusion that that that uh a listener might have

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on what those trusts are and the whole asset protection component versus no asset protection component. >> No, exactly. And it’s a it’s a wonderful topic to touch on because at some point or another almost anyone on this, you know, listening to this podcast will be told that they need some type of trust and likely just because of the convenience of it. What we’ll talk about kind of starting with is revocable versus irrevocable. So at a high level, what is a trust? It’s really an

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agreement between two people regarding the management or disposition of assets. And so parties to this agreement, you’ll usually see three. And again, there can be more, but for simplicity, we’ll talk about three. You’ll see the grantor, which is the fancy name of the person that actually creates the trust. They put the stuff in it. We’ll see the trustee which is the person that follows the rules that the grtor sets and that means you know the grtor could say trustee you can make distributions for

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XYZ the trustee is the person that will follow those rules and has the duty to the beneficiaries to make those distributions and so the last party in that three party is the one that everybody wants to be which is the beneficiary the person that actually benefits from the trust agreement. So again, any trust will have at least those three parties. Now, the distinction between a revocable and an irrevocable trust is with regards to the grtor’s ability to revoke the trust. And what I mean by that is a revocable trust

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is purely what it says. It’s a trust where the grtor, if they have the capacity and if they have the desire to, they can revoke it. They can terminate it. They can tell the trustee, trustee, I don’t want you to administer this trust anymore. I want the stuff back. or they could say, “Trustee, I’m going to change the terms of this trust agreement to be whatever I want it to be.” From a income tax side, a revocable trust is basically just disregarded. I I tell people it’s almost like a single member

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LLC. They don’t typically have their own EIN. I have seen some that have I don’t know why you would, but again, you don’t have to have your own EIN. It all flows through your personal tax return. And perhaps the biggest kind of um misconception about revocable trusts that I see, at least in my practice, is people will come into my office and say, “Oh, well, I’m protected if I get sued because I have a revocable trust. It gives me creditor protection because it’s not me.” And then you have to

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explain to that client that under most states, like Arizona for example, the revocable trust really is just you. It doesn’t offer any asset or creditor protection. What it does do though is it’s a probate avoidance tool, which means that if you were to pass away, that stuff doesn’t typically have to go through the probate court to move it on to the beneficiaries because you titled that stuff. Say you had a house, instead of having it in your name, you’ll have it in the revocable trust’s name. So,

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you pass away, we don’t have to go to court to retitle that in the name of your beneficiaries because you’ve already done it during life. You retitled it in the name of the trust and the trust lives on after you die. >> Yeah. And so when I say that a lot of people on this call will discuss with somebody the need for a trust, that’s typically the starting point is the basic revocable trust that will get you that probate protection. >> Yeah. And and Sam, let me let me uh let

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me ask you to hold for just a second there. So I want to just I just want you to repeat what you said because this I see this over and over again. Just as you said, people have a revocable trust and they believe their assets are protected. They they think they have asset protection, creditor protection. They think that if they get sued, everything that is in the name of that trust is protected and the lawsuit cannot take it. And that I’d say is a is an enormous misconception that people have. So a revocable trust
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typically, at least in Arizona where we live, does not provide any asset protection. Right. >> Exactly. And so it’s not that’s not its intended use. Again, its intended use is probate avoidance and then an administrative vehicle for how things pass to the beneficiaries. >> Yep. Yep. So really it sets things up so that what we’ll tell families is the revocable trust set thing sets things up for when you die. It doesn’t give you any asset protection. If you get sued, those assets are still at risk because

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they’re they’re still in your name, in your control. As you said, they have control over those assets. But it sets things up so that when you die then those assets will transfer to whomever you’ve decided and as you said of they can avoid probate court as well because they are that trust has been set up and the assets have been retitled into the name of that trust. Right. >> Exactly that. >> Okay. Thank you. And so irrevocable trusts or irrevoc ir irrevocable trust I have trouble pronouncing that word but

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either however you pronounce it irrevocable trusts mean you’ve made a decision you the owner of those assets you made a decision you cannot change your mind you put those assets into some other entity some other legal entity and now you have relinquished your control typically of those they now belong to some something else a trust that has been set up, right? >> Yeah. It’s they’re the fun ones, you know, for my how I explain them. They can accomplish a lot of things that a revocable trust cannot accomplish. And

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what I mean by that is depending on the terms of the trust, you could get asset protection. You might also get estate tax protection and sometimes there’s even income tax benefits of having this type of trust. Now, to Arando’s point, there are more restrictions purely, you know, revocable trust. you can change the rules any day of the week. An irrevocable trust, it’s much more difficult to change the terms, at least from the grtor’s perspective, to be able to modify it. And so, that’s the one

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again where if you talk about taking the time to get something right, you really do want to spend the time to get something right with regards to this vehicle. So, if you had a client that was going to exit a business and they said, “Oh, I heard that it’s great to do an irrevocable trust. I want to get it done tomorrow.” that it’s probably a client that you want to tell, you know, we we might want to spend more time to get it right because once you lock it in, right, it might be impossible to to,

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you know, to close Pandora’s box if it’s Pandora’s box. >> Right. Exactly. And then Sam, the uh the the another misconception that that I seem to hear as I talk with families about their trust and estate planning is that each state has its own rules and its own ways that it handles trust. You mentioned, for example, Nevada. you know, Nevada, I hear Nevada, Wyoming, Tennessee, South Dakota, other states as well, that people will sometimes set up trusts in the state of Nevada because of
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anonymity, because of an estate taxes. Can you can you speak to that a bit so that the the the listener who is thinking this is all Greek, you know, why might they want to look at some some of those other states to set up a trust? What are the what are the benefits or advantages of of thinking about that? >> Yeah, exactly. And that’s kind of the fun thing about my industry is that a lot of states are starting to compete to get people to open up trusts in their states. And and so what that looks like

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is a couple different things. First, and perhaps foremost for a lot of clients, it’s asset protection. States like Arizona, for example, if I created an irrevocable trust for myself, that wouldn’t get me any asset protection. It’s basically what’s something called a self-settled trust, and it’s just disregarded for asset protection purposes. States like Nevada, South Dakota, and Alaska. What they are known for is saying you can set up those kind of trusts in our states and we’ll

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actually give you some credit or protection from them. Another bullet, and this is one that a lot of times will be overlooked when estate planning attorneys talk about trusts, but it’s something that’s very relevant, is the ability to have what’s called a silent trust. And what I mean by that is if you create a trust in Arizona, the beneficiaries have rights to request information. They might request a copy of the trust agreement as it pertains to them administration regarding how the

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trustee is handling things. And if your beneficiaries are say 18, early 20s, you might actually want not them not to have that kind of information. You might be creating the trust to avoid estate taxes, but not necessarily to create trust fund babies, right? Beneficiaries that are going to rely when mom and dad pass away to get the stuff. Yeah. States like South Dakota and Nevada will have silent trust provisions that will let you basically say for a period of time that the beneficiaries are not entitled

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to notice of the trust existence. They’re not entitled to trust records. A lot of families that are high net worth that have younger children that they want to encourage to be ambitious and make careers for themselves, they like those kind of provisions because it accomplishes the estate tax planning goal while also lets the beneficiaries have the time to actually learn how to develop themselves without having to think about, oh, I’m going to inherit millions when, you know, mom or dad pass

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away. >> Right. I’m glad you brought that up. You know, when we meet with our typically our clients have the business, they’re sewing the business. They’re the first generation in their family
to really make some significant wealth. And the last thing they want to do is ruin their kids and make them into quote unquote trust babies who depend on that trust to eat their meals every day because that’s where all the money comes from. So, we will we will encourage them to not share

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with numbers with the kids. So, what you said about silent trusts, we don’t really want the kids, the adult children to to know how much they’re going to get because we don’t want to disincentivize them to go to college, to work hard, to build their own families and and become productive, you know, uh, people out there who are doing good things in this world. So the silent trust uh being able to keep that information from them, not to necessarily protect them, but really to not ruin them or

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disincentivize them to work in that. I I do like that idea quite a bit. And so what about anonymity as well? Some of the states have this anonymity that they that they promote. Talk about that please. Yeah. So, a lot of clients, especially in my experience, celebrities, law enforcement, they really want to kind of shelter what they own from either creditors or prying eyes. And so, some states, you know, quite frankly, have better anonymity laws than say Arizona. If you’ve ever pulled an Arizona deed, for example,

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that has a trust on it, part of the requirements for a deed is that it actually names the beneficiaries of the trust. That might not be desired. And so sometimes what some families will do, and again it might not be even be for the estate tax protection or for preventing heirs from getting information, they might choose a state like say South Dakota for example or Nevada that it’s very difficult to access court records or it’s very difficult to figure out who actually owns what. And again, it’s not usually

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something nefarious. It really is people that again, celebrities are excellent examples that have legitimate reasons for wanting to shield prying eyes from what they own. You know, I’ I’ve got a few cases from clients where they didn’t have this setup and all of a sudden the next thing you know, fans are knocking at their door at the early hours in the morning. That’s not ideal. That’s not necessarily what they want. It provides some shelter between their personal life and then their professional careers,

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right? And it’s not that they’re trying to hide or get away with anything that’s that’s under the table or exactly, >> as you said, nefarious or illegal or that. It’s more of they want to protect their privacy. And um I’ve had many conversations with a with an attorney who does a lot of asset protection. And what he has drilled into my mind is target the term target value. And target value, not to laugh about it, but it makes perfect sense when he described what he what what target value

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is. He said, “If people know how much you’re worth, that is your target value, and that is what they will go after if they’re going to sue you.” So, why let people see that? Why let people know that? Instead, keep yourself anonymous or keep yourself protected. And there’s no need to to have people know what the heck you have. and and that when it’s none of their business anyway. So protect yourself by keeping things quieter, more anonymous, and attract less attention because the more

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attention you attract, the more possibility there is that there’ll be some kind of a lawsuit, frivolous or otherwise, that that is going to be not what you want at all for yourself or your family. >> No, exactly. And when I present on this topic of asset protection, what I tell clients is you kind of want to make yourself a porcupine, right? You want to make yourself in such a way that people don’t want to get too close in terms of getting poked. And so the the extent that these strategies help, I think that

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they certainly do. And what I will tell clients is asset protection is not a yes or a no, I’m protected. What it sometimes look like is a gray area. And what I mean by that is if you get sued, you have these structures in place. Someone sues you, say, for a million dollars. They might be willing to settle for $100,000 because you look like a porcupine. You look like something that they realize that they might be in court for years and they might ultimately lose. In that case where you settle, what I’ll tell
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clients is that structure actually did work. It made you less attractive. It prevented this lawsuit. So, it’s not an all or none, but it certainly puts you in a in a state where it’s much better to have that in place before you get sued than to all of a sudden get sued and you have nothing in place. >> Right. And to add on to the point you just made about that, I I spoke with a personal injury lawyer long time ago and he said, “Hey, what what’s important for you to understand, Arando, is that when
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there is some kind of a personal injury lawsuit, the personal injury lawyer first looks at the insurance policies in place. So, one way to help protect your clients and your families is have very high limits on the insurance policies because, in his words, that’s the easy money to get.” And sometimes when the other side gets the easy money and they call it a day, they leave you alone. So having high insurance limits can be very helpful to just as you said the the porcupine effect. >> I’ll trademark it. Yeah.

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Another way to do that is to have those high liments on insurance policies to again let them just get them out of your out of your out of your business as soon as possible. Um you mentioned about grantor actually I want to talk about Sam grtor and non-grator trusts and what I’m really thinking about is the the the the way those are handled for tax purposes because it’s a an area that that I see confusion on and just to touch on what those mean of course a a grandtor trust means that

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whoever sets up or whoever whoever is the beneficiary and trustee of that trust the asset assets can be in that separate trust, but all of the taxable income, the interest, the dividends, the capital gains, all that, it gets paid by the beneficiary andor the trustee. So, the trust itself is not the one paying the taxes on those. That’s what the the grtor trust is. And on the other side of that is the what’s called the non-grator trust where it is in fact paying all the taxes itself. So if it has interest

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income, it pays and files its own tax return on those as well. I bring that up because we see that from time to time and at times when we first look at those trust documents, it isn’t always clear if it’s a grtor versus a non-grator trust. And it just to to me just adds to the to the the point you made early on in our conversation that planning well in advance of an event gives you time to think about all these options that exist and helps you make the decisions that are really best for your family going

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forward, you know, beyond the sale of that business. >> No, it’s exactly that. So the grant, just to recap what Armando said, a grtor trust simply means somebody else is paying the tax bill. A non-grant trust simply means that the trust itself is filing and reporting its own taxable income. What you’ll usually see is clients, and again this is what keeps me employed, is they don’t know per se what their trust is. they’ve been told. But, you know, I actually, and just to kind

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of tell a funny side story, I had a CPA firm once that hired me to actually go through the trust that they got from clients and make a determination as to whether they were grtor or non-grant trusts. It involves a close reading and looking at the powers to see, okay, what triggers that status, but it can have big tax effects. And what I simply mean is that if it was a non-grourtor trust and you’ve actually been reporting it as a grantor trust, well then the trust hasn’t been filing its return or you

00:32:14
know the vice versa. If you think it’s a grand if you think it’s a non-grourtor trust but it really is a grantor trust that means that you have been incorrectly filing your return. And so getting it right is very important especially as you approach selling a business if the trust has any ownership interest in the business because that’s going to determine where that tax liability from the sale flows through. Is it going to flow through to the trust or is it going to keep on flowing

00:32:37
through to you the person that created the trust and how does that impact your tax liability and so for example and this is you know just to give a kind of a horror story of it right if it’s a grantor trust there’s a huge tax bill the trust has all the liquidity because the trust owns the business you might not have any liquidity but now you’re responsible for the tax bill it’s playing to say okay how are we going to pay that tax bill that you’re now personally responsible for when the

00:33:05
trust has all the money. >> Right. Right. Exactly. And it it it just drills home the point again that you know the reason, as you said, the reason you’re employed is this is not a simple black and white. Here’s how you do it. There’s there’s one way to do it. That is it’s kind of the opposite because of the different states that can can set up that you can set up trusts in. The different states that have income tax and some have no income tax. And then what is the family really trying to get

00:33:32
to as they as they navigate this whole once in a-lifetime sale of the business? And um let me make sure I’m looking at my notes here to make sure we didn’t miss anything on the on on that part of it. Oh, one of the things I hear also Sam is when I had this conversation with families is many times people are not ready to give up control of the assets. So, they understand, they seem to understand that they can get better protection for the overall family net worth when they set up a trust, say an

00:34:02
irrevocable trust, but they’re not ready to give up control of the assets. And I I’ve heard that over and over and over again. And I would think as you have that conversation with with with your, you know, with with your clients, you’re having that same conversation. And there are ways that they can still um get that protection and retain control and that might mean looking at different states for how they set things up. Can you touch on that please? >> Yeah, certainly that comes up quite

00:34:37
frankly almost every conversation with the business owner and what I always start this discussion off with is saying you never want the tax tail to wag the dog, right? I mean, I can give you the best tax avoidance strategy in the world, and that’s give it all to charity, right? You won’t, you know, that’s that that’ll mitigate your taxes for sure, but that probably won’t achieve what you want to achieve. And so, it is kind of looking and saying, and this at least my practice is giving

00:35:02
several different options with pros and cons and discussing them both. If the concern is I don’t want to give it up because I need the income stream that might be changing the structure from say a gift to a sale where all of a sudden you do retain an income an income stream over the asset. If the conversation is no I actually want to have some kind of managerial control over this item. It could be structuring it in such a way where you’re the beneficiary of a trust that has say the managerial control and

00:35:31
then your kids are the beneficiaries of trusts over that own assets that don’t have the voting or managerial control. It really is kind of taking your goals and then finding a structure that meets them. What I like about my job is there’s a lot of different things that you can do. Yes, there’s pros and cons to both, but what I tell clients is at the end of the day, and this is, you know, something that I will tell clients often when there’s kind of a stalemate, is there is a plan because state law

00:35:58
does have a plan. You just don’t know what it is. And what I mean by that is if you pass away without any documents, the state of Arizona, we do have a plan for you. It’s called our intestate provisions. You probably haven’t read it. And so to the extent that you actually want to know what’s going to happen to the business or what happens to your stuff and you want to control over it, spend the time to get a plan in place. >> Yeah. No, that makes a lot of sense. We we had a meeting last week in the office

00:36:24
here, Sam, with a the we have a client who’s going through exit right now and it’s it’ll be it’ll be pretty sizable. So we had a a meeting with a tax attorney to talk about his his contribution was the 1202 the capital gains exclusion the stacking etc. Uh in the in the meeting also was another attorney who’s a a tax attorney and merger and acquisition attorney. So he’s the one who helps to draft the agreements and negotiate the sale of the business. Also had an estate attorney in

00:36:54
the room who’s concerned of course is the family and protecting the adult children and getting trust set up for them. We had a tax CPA in the room as well. Actually had two CPAs in the room, but a tax CPA who who’s looking at the overall business tax returns, individual tax returns, and the tax impact going forward. Had myself, who’s a a former CPA of 30 years, and as the as the family office CFO, the multif family uh CFO for families, helping them protect their net worth and preserve what they

00:37:24
have. You know, my perspective is that is that family. How do we get them to where they want to be with with now paying exorbitant amounts of taxes and protecting what they have going forward and taking care of the family that they want to going forward? And then my business partner Tom Marky was also in the in the in the meeting as well. So we could talk about the financial planning, the cash flow, the cash flows for them for the next, you know, 30, 40 years of their lives and then beyond. So, we had

00:37:48
this meeting with with one, two, three, four, five, six people in the room to talk about this family that’s going through this major uh sale of of of a business because all those heads were required together to have that conversation to really have that dialogue amongst each other to
get to a place where where we could understand and come to some decisions on what does make the most sense for this family given what they are trying to achieve. And I’m sure you see that as well in your practice where it’s as you said

00:38:18
involving the financial planner, involving the tax CPA because this is a better outcome for the family when the heads come together to talk about that family situation. >> No, exactly that. I mean, I’ll tell you the where I see the mistakes made the most is when professional adviserss are siloed. If you don’t have the attorney talking to the CPA, talking to the family wealth advisor, things are going to get missed, especially for these higher net worth families that have a lot of complexity. You know, sometimes

00:38:48
my my favorite thing is when people come into my office and they say, “Oh, I’m a really simple case.” And then I know by that that they’re not a simple case. You know, everything is everything is is with what we do. One thing will affect it’s a domino effect. One thing will affect things down the road. I might see again the estate side of it or even the tax side of it, but I might not know what the retirement plan is, what the goal of the family wealth is in 10 or 20 years. That’s when you need to loop in

00:39:17
the other professionals to kind of assist with those areas. >> Right. Exactly. You need that multi-disiplinary approach because everyone’s perspective is extremely valuable in those conversations and when the dollars are even, you know, more significant, it’s even more more important. So, let’s shift to the the last part of this conversation about protecting the adult children. I’ve got that outline up here again on the screen so we can see it. We’ll talk about community property sold and separate

00:39:44
property, trusts for the adult children, types of trust for the children, and then special needs trust. So, I’m going to now uh take that off the screen so we can talk about that a bit. And let’s talk about we we live, of course, Sam, here in Arizona, we are a community property state. And one of the one of the I’d say sources of confusion here is stolen separate property versus community property. And um I just had extensive conversations about this with several CPAs and there was just

00:40:17
confusion there that that uh highlighted to me that it is not clear how this really works. So, can you talk about community property in Arizona specifically since we both live here and and just what is community property? >> Yeah. No, and that’s I mean I wrote an article about this a couple months ago. The difference between separate property and community property and how crossing state lines can have a a very big impact. So, for example, Illinois, where I’m also licensed, they’re a separate

00:40:47
property state whereas Arizona is a community property state. And what that means is in Arizona, the presumption is married couples, you take all your stuff and you put it in a blender, right? It’s all 5050, but it’s so intermingled that you can’t unwind it. There’s tax advantages for doing that. But the tough thing, especially when it comes to family businesses, is absent protections that what would be separate property. And what I mean by that is property that’s not put into that blender could

00:41:14
all of a sudden become put into that community property blender when a child is married. And what I will say is kind of distinguishing again the community and the separate. In Arizona, you can have both. Separate property typically looks like property that was inherited, received by a gift or that you owned pre-marriage. The risk though is this concept that’s called co-mingling. And for my analogy, co-mingling is when you start to put it inside that blender and hit blend. >> Yeah. is yeah that business might have

00:41:44
been your separate property before you got married but what about the appreciation that occurred postmarriage all of a sudden is that appreciation community property and is there a way for me to basically track what the value was when you got married versus the value was when there was a marital dissolution and determine what was separate and what was community maybe or maybe not and that’s where you get the the family law attorneys in as you can imagine that’s an expensive endeavor >> right So to Armando’s point to the

00:42:13
extent that you can plan and again nobody wants to plan for something like divorce but the statistics are what they are that you know I think it’s 50 5248 now marriages that end in divorce versus marriages that don’t >> right >> the extent that you can plan to avoid that expense and that anguish of trying to separate stuff that might be in a blender you you save a lot of a lot of time and money and also you know headache. Right. Right. And I’ll I’ll mention just

00:42:42
a little bit of a side note, you mentioned about divorce rates. Uh years ago when I had my CPA firm, we had a law firm that were divorce lawyers. And this would have been about I don’t know 2005 or something like that. But I me I bring that up because they taught me that uh in the United States the county with the highest divorce rate per capita at that time was Maricopa County right here where you and I both live. Why? Who knows why? But that was the reality at that time according to the divorce

00:43:16
attorney experts. And um I bring that up as you said nobody wants to plan for divorce but as you said the facts are what they are and the divorce rate is fairly high and uh that gets me to the the soul and separate property conversation. You also said that when somebody goes into a marriage, whatever they had before the marriage can be can remain soul and separate property.
And you mentioned specifically gifts or andor inheritance that those are soul and separate property. And I think what you were saying is those are sold and
00:43:51
separate property even if they’re married at the time those remain soul and separate property as long as they are kept in separate accounts or accounted for separately. Is that right? >> So it depends on the asset, right? And what I mean by that is again if it’s a business that you’re actively involved in your, you know, your activity post marriage, right? That’s community activity. What I mean by that is, you know, you could have been working at say a law firm and earning a paycheck there,

00:44:19
right? That would be community property. >> So that portion of it at least arguably would be community property. But with regards to whatever was pre-marriage, right? So say the business was worth 10 million premarriage and 5 million post, right? The 10 million premarriage arguably would be sold and separate and the 5 million post could arguably be community because you were putting efforts into that. >> Yeah. >> But to to your point Arando, another area that we’ll see people kind of

00:44:45
really getting themselves into traps is say instead of a business, you had a bank account, right? You have a bank account that has a million dollars in it. Premarriage, you get married, you take that million dollars and all of a sudden you throw it into the joint bank account. That’s very tough. And what I mean by that is that was arguably separate property, but say 10, 12 years go by, it’s in that joint account. How do I unwind what that million dollars was >> versus, you know, what is community in

00:45:11
that account? And a court might just say, no, at that point, we can’t trace it back and we’re just going to treat it as community. And so the point here is if you can keep it segregated whether that’s through a separate revocable trust, a prenup or a postnup to the extent that you can segregate what is separate and what is community that will save you a lot of headache down the road. >> Yeah, we we had a a new client come on board Sam several years ago who had a a beneficiary trust and so her parents had

00:45:42
set this up for her. So now she had a beneficiary trust. She was married, one longtime marriage that she had. But when her parents died, now this beneficiary trust had the assets that that parents had left for her. And so our client, the the woman, um, these assets were sold and separate property. That’s how it was set up. And it was maintained in a separate beneficiary trust. And the CPA who referred them to us told client and told me, I don’t see any reason to have this beneficiary trust. All it does is cost

00:46:14
you more money. It’s just an extra pain and expense. Get rid of it. >> That was what the C the tax CPA was telling client and telling me. Uh in my meetings with that client, with that married couple, uh it was very apparent that uh the woman sat in my car one day as we talked about this and she looked me in the eye right across the room table from me and she said looking directly at me, “Arondo, you don’t understand. I have to protect this money. And then she repeated herself. Armando,

00:46:49
you don’t understand. I have to protect this money. And what she was telling me is she had to protect it from the man sitting next to her, her husband. And every time I called her, he would call me back. She wouldn’t. I email her, he would email email back. She wouldn’t. When they came in to me, it was he was always there with he would always answer questions for her. I reached back out to the CPA and said, “Hey, this is what’s going on that I’m afraid that she is worried that

00:47:18
uh this beneficiary trust that’s been set up for her that that he wants these dollars and he’s trying to get these money. So, I’m calling you to say we are not going to shut down that beneficiary trust. We’re going to keep it as is. It’s her sole and separate property. That’s what was set up for her. And so, we’re going to respect what was already set up for her. And that is what your client wants, what our client wants. I bring that up because it it really speaks to that soul and separate nature

00:47:47
of the of the inheritance that she received from her mother and father. And if mother and father were maybe to redo that for her, they might have put a corporate trustee in place for her rather than making the woman her own trustee where now she had this undue undue pressure from her spouse to try to get access to those funds. Thoughts and comments about that, Sam? What do you think? >> No, I mean it’s exactly that you plan obviously to protect your kids and one of those protections sometimes is

00:48:17
protecting them from a divorcing spouse if things go wrong there. I have seen clients that yes they have used the corporate trustee because it makes it a little bit easier for you know child to say well gosh I don’t have any control over this mom and dad appointed xyz trust company >> I like that sometimes what you’ll see in the document itself is that it will require things like a prenup or a postnup right for the daughter to say get principal distributions or something like that can be nice because it can

00:48:45
sometimes make the conversation between child and spouse a little bit less that I want prenup. It can be a little bit more of no, my parents said that to get the benefits of this trust, I have to have a prenup. >> Exactly. >> I think that that can take a lot of um a lot of pressure out of it because I mean I I’ve spoken to many clients and kids of clients that have just said, >> you now, if I tell my spouse we have to talk about a prenup because I want one, that’s going to cause a lot of

00:49:10
heartache. >> Exactly. >> I think to the extent that parents can plan to help kids navigate that, I think that’s a nice thing to do. >> Yeah. I I I agree. I agree. And the more we can, as you said, when the spouse is saying, “Hey, I have no control over it. This is what my mom and dad did that I I don’t have any control.” Well, then that’s true. That’s true. As long as mom and dad set that up so that >> the the the adult child does not have control. And it’s not necessarily so

00:49:38
much to protect the child from themselves, but you just don’t know what they’re going to be faced with. You don’t know who they’re who the spouse will be and what that person’s story is. You just don’t know. You just don’t know. >> No. And I read an article I read a few years ago which was really interesting. It was talking about the different distribution schemes for trusts. A common one that you’ll see and it’s a little less common now than it was when

00:50:02
the article was written is you might say, you know, a third gets distributed at 30, a third at 40, and then a third at 45. >> The fun thing that the article was referencing is those are the most common ages for the first divorce and then the second divorce if there’s going to be one. That’s um >> it’s not that’s not great. >> Oh, wow. I I I didn’t I didn’t uh I didn’t know that. Um what about trusts as people are having that big liquidity event. They’re going to sell

00:50:31
their company and they have adult children. They want to take care of the kids or their adult kids and and or grandkids and protect them and and set them up for success. They don’t want to make them trust babies. How should say when when you think about trusts for the adult kids, what comes to mind for you that that say mom and dad might want to set up for the adult kids as they’re about to have this liquidity event when they sell their company? >> Yeah, a lot of that conversation, at

00:51:00
least in my experience, resolves around the nature of the kids. And what I mean by that is if it’s children that have already been successful and mom and dad want to set step aside as a way to avoid estate taxes but also give them a lot of control over it. You might say okay have an irrevocable trust created for the kid where they’re either the trustee or they have you know a lot of investment power say an investment advisor something like that they’ve got the power to change where it goes or whatnot. And the reason

00:51:29
why I like that structure especially for children that are say in high-risisk professions right so doctors CPAs lawyers where liability obviously aris is more common than other areas and it’s harder to you know either insure against it or prevent it. A trust is a nice way to kind of backs stop that protection for an adult child because they do get some creditor protection under you know even Arizona law right you don’t have to go to say a state for Nevada like that. And so I will see parents set it up that

00:51:57
way for children that say um again don’t necessarily have the acumen to manage this stuff or are not in a stage in life where a big inheritance would benefit them. It might even detriment them. What I’ll see clients is looking more for that kind of silent trust we talked about, right? where they can actually start doing the tax planning without having to worry about the beneficiary, you know, having some kind of detrimental effect by receiving a large, you know, inheritance sooner rather than

00:52:26
later. >> Yeah. And and let me thank you and let me ask you a question. This came up recently. a uh a a business owner going through a sale who say has already when they set up the corporation they say given stock to some of the kids and now that this the company is about to sell that stock is about to liquidate and it’s going to be something substantial. uh when when that’s already done and now we’re at the table to talk about planning for the adult children who some may be married, some may not. What would

00:52:59
you think might be a way to help uh protect those those family assets that are now going to be liquid cash in the hands of the adult child who who may be married? >> Yeah. So, that’s always an interesting one, right? Once the gift has already been made, you can’t really unring the bell in terms of, you know, protecting children that way. What I would generally recommend is again if it was property that was acquired pre-marriage that we can segregate, putting it in a separate revocable trust, right? That’s

00:53:30
that child’s soul and separate property just as a way to avoid comingling. Y >> that can certainly be a strategy that’s employed. Again, you could say postnups, but what in my in my experience, you know, I found that if you can’t get a client to do a prenup, you’re not going to be able to get him to do a postnup. You know, it’s even less in spouses that have even less of a reason, I guess, to consent to it. >> So, really segregating is the first thing that I would look at.

00:53:53
Yeah. >> You can also look at things of maybe making an asset protection trust. And what I mean by that is the kid actually taking their proceeds and putting it into an asset protection trust. Again, you wouldn’t do it in Arizona, but a state like, you know, Nevada, South Dakota, that could be a good way to do that to kind of both backs stop a creditor or maybe even also divorcing spouse from getting access. It kind of goes back to again, you know, if there was proper planning done, you could have

00:54:19
had better solutions, but sometimes, you know, if they already own the interest, you know, the the ox is in the hole for a lack of a better term, and you kind of got to plan around that, >> right? And and that that brings it to a point also, Sam, just what you said that people do things along the way and they don’t always understand um what they’ve done or they did things because that was the recommendation at that time and so they did it. And when you and I take a look at that after the fact, maybe that

00:54:46
wasn’t the best thing or what the the thing that we would necessarily recommend because now we have more limitations on what we can do for them going forward. But if they’ve already given that stock and and now the adult child has it and and that I I like what you just said, a separate revocable trust can be a way to keep those assets segregated, keep them separate and keep them as sole and separate property. Right.

Exactly. Because it it provides a vehicle to trace, right? Because again,

00:55:15
the issue that at least what I’ve seen in my experience is there’ll be a marriage and 10 or 15 down the years down the road there’s a dissolution and all of a sudden you’re going to a court and you’re trying to argue that something is separate property. And what I mean by that is the presumption is it’s community property until you can prove otherwise. Yeah. So having that vehicle that gives you the evidence to trace it back and prove otherwise >> is a very vital thing.

00:55:40
Yeah. Exactly. And you also mentioned, you know, if they’re not going to do a prenup, then a postnup probably not going to happen either. And and that makes perfect sense. I’ve seen that before as I’ve spoken with families that sometimes the adult child just says, “No, I’m not doing that.” And that’s their that’s up to them, of course. At the same time, uh, when I’ve seen the the parents, um, who’ve come from very humble beginnings be successful and they want to preserve

00:56:08
that success for their future generations, then we will do what we can to help keep those assets segregated, keep them separate, separately identifiable. Not so much to say, hey, if you get divorced, this is what’s going to happen. But more to say, hey, this is the gift that your parents put that your parents gave you and they it’s intended for you, of course, in your future generations. And the best way to protect that is to keep it in a separate account. And sure, if if you know, if you want to pull money

00:56:39
out to buy a car or take a dream vacation or put a down payment on a house, sure, go ahead and do that. uh but to respect the the this this gift that say mom and dad gave you then you want to keep that in that separate account and and that’s why you do that. >> No, exactly that. And especially family businesses that are ongoing, you know, make sure you have a buyell agreement and has inside that buyell agreement what happens if an owner does get divorced. Yep. >> Because you don’t necessarily want to be
00:57:11
in a business relationship with your son or daughter’s ex- spouse, you know, right? That’s a >> that’s an easy one to take a look at, >> right? Exactly. And then let’s just touch on a special needs trust because this is this is related a little bit of an offshoot, but special needs trusts. Uh I recently we we um recently had dinner with with a couple. It’s it’s just a sad story at at uh age 62. She was diagnosed with Alzheimer’s. Two years later at 64, she needs 247

00:57:43
attention because she is just not able to take care of herself uh because of the disease that is now taken over her. And at age 64, uh it’s very likely, very possible that her body is still healthy that she might live another 30 years and require 247 attention for the next 30 years. Which brings me to a special needs trust. As long as spouse is here and alive and healthy and he can either take care of her directly or oversee her care, then there’s someone looking out for her. But what if he suddenly dies in

00:58:18
a year? What happens to her? And what kind of trusts can be set up to take care of that spouse? >> No, exactly. And anytime you have someone, whether it’s a spouse or a child that’s receiving governmental benefits, a special needs trust is a wonderful way to make sure that they have provisions outside of those governmental benefits if they need it, but that those assets that you’re leaving for them don’t preclude them from getting governmental benefits and it doesn’t all burn up before it can get

00:58:48
to, you know, the next generation. And so what you’ll typically look like in that case is what’s something called a third party special needs trust. And so husband when he passes might leave whatever he does leave to wife not outright doesn’t take it and transfer it into wife’s name but would transfer it into a supplemental needs trust for wife’s benefit. Again what it the purpose of it is it’s there to enhance life’s quality of life. But what it’s not there to do is to reimburse or

00:59:16
supplement the governmental benefits because you do want to make sure that you’re getting those benefits. again, that kind of planning and usually I’ll refer clients to people that do it full-time because that is a very specialized area of the law. >> But if you do have a beneficiary that you expect to receive governmental benefits or that they are receiving governmental benefits, it’s making sure you take the time to structure the inheritance correctly because again, worst case scenario, you have that

00:59:42
beneficiary and you leave things outright to that beneficiary and now all of a sudden to get the benefits again, they’ve got to deplete their inheritance. That’s generally not what a family would
like. You know, they would like the inheritance to be there to supplement them, but not as a means of basically covering the government’s check. >> Yeah. And and what I’m wondering as well or what I’m thinking as well in that same regard is making sure so for example this woman who is 64 who now

01:00:08
needs 247 attention is h if husband dies he wants to make sure that there are funds there to keep her in a a an assisted living facility and keep her in in a certain lifestyle the rest of her life. And that would tell me that there’s got to be some kind of a trust set up so that those monies can be pulled out for that purpose. And there has to be a trustee assigned who understands what the goal is and what his intentions are to carry that out for her for the next 30 years of her life. >> No. Exactly. And that’s when it goes

01:00:41
into the trustee selection. I mean, you’ll see some people name their kids and often times the kids might be busy professionals and you have to push a little back a little bit as an adviser and say, “Yeah, your kids obviously they love parents and they would do what’s in their best interest, but do they have the availability to monitor that care or the expertise to know what care is needed?” And sometimes the answer is no. And we maybe should appoint, you know, a third party to act as a trustee that’s

01:01:06
familiar with handling those kind of estates. >> Yeah. And then for and that was in the case of a spouse, but this also pertains to say a parent who has maybe an autistic child or or an adult or a child an adult child who >> will never be able to to take to to take care of themselves the way we would like them to. So that trust for that purpose trust me set up for that purpose for the same reasons more or less. Correct. >> Yeah, it certainly could. And I’ll add another example on that that I’ve seen

01:01:38
occasionally is sometimes it’s you know mom dad has passed away, mom is still living. Mom’s capacity to manage things has gone down. And so it’s can we establish a vehicle that will protect mom from say adverse parties. I mean you see a lot of you know stuff online about people getting swindled you know from somebody that said that they were something that they’re not. That does happen increasingly more, especially with an aging population, right? And so you will look at sometimes trust

01:02:08
structures to protect mom from, you know, quite frankly herself in that case. >> Yeah. Yeah. Yeah. Romance scams, praying on the elderly and not even so much the elderly, but praying on people are rampant and we we’ve seen some of that as well. Um, >> yep. They become targets and people go after them and it’s just not a not good. So what I’ll do just really quickly here if I can just wrap up just a little bit and summarize. So I’ll just touch on quickly what what we talked about in

01:02:37
this conversation. So we talked of course about about uh taxes, ways to mitigate the taxes, reduce the taxes, maybe even eliminate taxes when the family is going through this this sale of a business. Uh talking talked about setting up trusts that maybe trusts even set up in a state that has no income tax or reasons for that. Uh we talked about trust in the big picture about why setting up trusts in different states uh in various states might be worthwhile. We talked about the revocable versus irrevocable and how there there is a

01:03:10
common miscon misconception that a revocable trust is asset protection when it’s not. Um we talked about protecting adult kids as as again that family goes through that that sale of a business. We talked about soul and separate property, community property, trusts, how they can be beneficial to that family and to the kids. And again, getting to that big picture of the family, they have come from say humble beginnings. Now they’ve really knocked it out of the park. They’ve got significant wealth and they

01:03:39
want to reduce taxes, protect the overall assets that they have. Um, uh, transfer assets to their heirs and their and their beneficiaries when they want to they want to be charitable and share those those blessings with the community and and causes that they care about and they want to have a life of significance. So, I think that Sam, the work that you do in the estate planning and that is just so critical in helping them carry out what they’re trying to get to that I really appreciate having

01:04:12
this conversation with you. >> No, I appreciate you having me. I mean, to your point that you said earlier about your meeting that had the business attorney, the estate planning attorney, the CPA, and then yourself, it really does take a team and it takes time, you know, and so families that are willing to have the team together, take the time to get it right are the ones, in my opinion, that benefit a lot more than families that kind of, you know, that rush things. And it’s >> it it’s tough, especially for business

01:04:40
owners who focus on the business because that’s the baby, you know, to kind of take time to to do other things. But to the extent that you know it’s you value mitigating taxes, passing wealth down to beneficiaries in a way that it’s you know not an inhibitor but rather rocket fuel, right? It gets them off the ground. >> Yeah. >> Taking the time to do that right is vitally important. >> Yep. Agreed 100%. Again, Sam, thank you so much for this conversation. Really appreciate it. And we’ll put your

01:05:07
contact information down below, your email and your phone. So if people have questions for you, they can reach out to you and they reach out of course to me as well. >> Awesome. Thank you for having me, Arando. >> Thank you, Sam.


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