Glossary

1031 Exchange – A 1031 Exchange is a tax exempt exchange of real estate or personal property with another owner of similar or like-kind property. Many times a 1031 Exchange is completed with the assistance of a Qualified Intermediary, which is a person or company acting in the capacity of a trustee, holding the purchase funds pending the completion of the exchange of property.

Annual Meeting Minutes – Every Indiana Corporation is required to hold an Annual Meeting of the Shareholders to elect its Board of Directors, as well as an Annual Meeting of the newly elected Board of Directors for the purpose of electing the corporate officers for the upcoming business year. Minutes are the written documentation about the corporate meeting including the officer reports and all votes taken at the meeting.

Bi-Annual Reports – The State of Indiana requires that a business entity registered with the Indiana Secretary of State must file a report with the Indiana Secretary of State every two years to update entity information with the State. The State of Indiana charges a fee to file each Bi-Annual Business Entity Report.

Business Succession Planning – A plan made by a business owner for the continuation of the company when the business owner retires. This Plan may put into place the basis by which the business owner could either sell the company to existing management employees or seek other buyers from outside the company or gradually turn the business over to the business owner's adult children. Each business owner will have different needs and desires for the future of his or her company and the attorneys at Duvall & Fall, P.C. carefully craft an individual plan which is tailored to the specific needs of each client.

C-Corporation – A C-Corporation is income taxed at the level of the corporation. Thus, the C-Corporation files its own tax return and pays its own taxes. The Shareholders of a C-Corporation are not taxed based on the income of the corporation.

Child Custody – The care, control and maintenance of a child ordered by the Court to either parent or both parents.

Child Support – Court ordered payments, typically made by the noncustodial parent, to support one's minor children.

Condominium Declarations – Condominium Declarations are recorded and public declarations of the rules and procedures governing a condominium community.

Condemnation and Eminent Domain Proceedings – Legal proceedings by which a governmental entity seeks to take possession of and/or legal title to real estate and/or buildings owned by someone else.

Corporate Books – Record created that holds all corporate documents related to the corporation or business entity.

Discrimination – Unjust or prejudicial treatment of different categories of people or things, especially on the grounds of race, color, national origin, age, sex, and/or religion.

Divorce – A legal process to end/dissolve a legal marriage.

Domestic Partnership and Property Agreements – A Domestic Partnership Agreement is a written contract between two persons who are not legally married, but who live together as life partners. This agreement can cover whatever topics the domestic partners wish to address, but usually covers issues of financial responsibilities, property ownership, and termination provisions.

Due Diligence – The process of review and examination of legal documents, financial conditions applicable to the transactions, and physical inspection of real estate, buildings, or property involved in the transaction.

Easements – An easement is a legal right to use or traverse someone else's real estate for a stated purpose.

Environmental Litigation – Environmental Litigation is litigation involving issues of environmental contamination of real estate.

Estate – The total property and assets you own at the time of your death.

Estate Planning – The process of managing and arranging how you want your assets and property to be distributed upon your death. This may also include establishing a guardian for your children or any disabled adults, and setting up a power of attorney for someone you trust to make decisions on your behalf when you are unable.

Foreclosing a Mechanic's Lien – If a Mechanic's Lien is properly and timely filed under Indiana law, a lawsuit to foreclose the lien and to seek payment may be brought against the owner of the real estate where the work, materials, or equipment were provided to improve the real estate.

Grandparent's Rights – In the State of Indiana grandparents may request legally ordered visitation time with their grandchild under certain circumstances if the visitation is in the child's best interests, amongst other statutory rights.

Harassment In TheWorkplace – Illegal sexual harassment at one's place of employment, usually either by a manager or by a co-worker.

Healthcare Representative – A person you select to make healthcare decisions on your behalf when you are unable to do so.

Irrevocable Trust – A type of Trust that cannot be altered, amended, changed, or cancelled once it is in place. The Trust becomes the owner of your designated assets and these assets will therefore not be part of your estate at death.

Judgment Liens – A Judgment Lien in Indiana is a lien against any real estate owned by the Judgment Defendant in the County in which the Judgment was granted.

Legal Separation – A court order to sever the legal obligations of marriage for persons who now choose to live apart, but the parties are still married.

LGBT – Lesbian, Gay, Bisexual and Transgender.

Litigation – Legal proceedings in court.

Living Will – A Living Will is a document in which a person specifies what type, if any, of life prolonging measures should be used if it ever comes to pass that the person is unable to speak for his or herself, and is terminally ill. Typically it specifies whether to use or the extent of the use of life prolonging procedures which would serve only to artificially prolong the dying process. A Living Will does not do the same thing as a Will and it does not take its place..

LLC – Hybrid legal entity that has both the characteristics of a corporation and of a partnership. An LLC provides its own corporate-like protection against personal liability. However, it usually is treated as a non-corporate business organization for tax purposes, which means that each member of the limited liability company will claim the profit or loss of the business on his or her personal tax return. Also, the limited liability companies have members instead of shareholders and require operating agreements, rather than bylaws.

Mechanic's Lien – Under Indiana law, a person or company who or which provides labor and/or materials or equipment for the construction of an improvement to real estate (whether the construction of a new building or the renovation of an existing structure) may assert a lien against the real estate where the work was done as long as the claimant properly and timely files a written claim, called a mechanic's lien.

Parenting Time – Time a parent, who is no longer or never was married to the other parent, is with his or her child, formerly known as visitation by the parent who does not have custody of the children.

Paternity – State of being someone's father. If the father is not married to the mother of the child, a Court case can be brought to establish paternity and obtain child support for the child. The father can also seek a Court Order for parenting time with his child.

Personal Guaranty – A personal guaranty is a written contract signed by someone who agrees to pay an account or a debt for someone else. Often a person who is the owner of a company may be asked to guaranty a credit account or a debt owed by the company.

Personal Residence Trusts – A type of irrevocable trust that allows you to transfer your ownership interest in your personal residence to a trust while allowing you the right to live in your residence for a designated period of time. The primary purpose of this trust is to reduce the amount of tax you would incur when giving your residence to a beneficiary. It also keeps your real estate out of probate.

Power Of Attorney – A person you select to act on your behalf when you are unable to do so. This authority can be as limited or as broad as you desire.

Postnuptial Agreement – A contract created by spouses after entering into marriage that outlines the ownership of financial assets in the event of divorce. The contract can also set out responsibilities surrounding any children or other obligations for the duration of the marriage.

Prenuptial Agreement – A written contract between two people who are about to marry, which sets out the terms of possession of assets, treatment of future earnings, control of the property of each party, and the potential division if the marriage is later dissolved.

Probate – The process handled in court in which the heirs for inheritance are established and if there is a Will, its legitimacy is determined. The court oversees the process and officially appoints a personal representative to handle the administration of your assets that are part of your estate.

Property Settlement – The agreement of how to distribute the assets and liabilities of a marriage.

Qualified Personal Residence Trusts – A type of irrevocable Trust that allows you to transfer your ownership interest in your personal residence to a Trust while allowing you the right to live in your residence for a designated period of time. The primary purpose of this Trust is to reduce the amount of tax you would incur when giving your residence to a beneficiary. It also keeps your real estate out of probate.

Revocable Trust – A type of Trust setup during your lifetime. This Trust may be altered, amended, changed, or cancelled at anytime during your life. Because this type of Trust is revocable, it is considered part of your estate at death and is subject to taxation.

S-Corporation – An S-Corporation is a corporation which has elected, by timely filing a form with the IRS, to be income taxed on the level of the shareholders, rather than at the corporate level. Sometimes this type of corporation is known as a "pass through" entity because the income tax passes through to the shareholders.

Security Agreement – This is a contract by which someone who owes a debt can give additional assurance that he will pay the debt by providing the creditor with a security interest against certain property owned by the debtor. A mortgage is a security agreement whereby the mortgagor gives the lender a lien (security) against the mortgagor's real estate and any building on that real estate. A Security Agreement, as opposed to a mortgage, is used when the debtor gives the creditor a lien (security) on personal property, as opposed to real estate.

Shareholder Rights – The rights of shareholders in a corporation as provided under state law applicable to the corporation and/or as provided by the corporation's Code of Bylaws which governs the affairs of the corporation.

Sole Proprietorship – A Sole Proprietorship is a business owned by one person.

Special Meeting Minutes – Special Meetings of the Board of Directors of a corporation are meetings for a specific and unusual purpose. Minutes are the written documentation about the corporate meeting including the officer reports and all votes taken at the meeting.

Special Needs Trust – A type of Trust setup to provide for a disabled child or adult's supplemental needs other than food, shelter, and healthcare expenses that are covered by public assistance programs. This Trust is often used to provide additional support to a disabled adult or child without interfering with his or her qualification for public assistance.

Trust – A legal document/entity that owns your assets for the benefit of your beneficiary subject to specified duties to use and protect the assets for your beneficiaries. A trust may be used to avoid the probate process and/or avoid certain forms of taxation.

UCC Filing – UCC is an acronym for the Uniform Commercial Code. A filing under the Uniform Commercial Code is normally done with the Secretary of State. Some filings are also required to be made with the Recorder of a county.

Wage Statutes – Indiana law and federal law have a number of statutes related to when and how an employer must pay an employee. There are also various statutes regarding lawful deductions from wages. Finally, there are a number of statutes regarding penalties assessed against employers for failing to properly follow the statutes regarding when and how to pay employees, as well as for making deductions from wages which are prohibited by other statutes. Employers should always obtain advice from an attorney to make sure that the method and frequency of payment of wages to employees is lawful, as well as before taking any deductions from an employee's wages because if an employer fails to abide by all of these statutes, the employer could be subject to fines and penalties.

Will – A document that sets out your wishes at the time of your death and states who is to receive your assets and property. It also establishes who is to oversee the administration of your estate. In addition, your Will can nominate a guardian to take care of your minor children or any disabled adults.