Transactional

By: Theodore F. Claypoole

On March 26, 2013, the Pennsylvania Department of State issued the following press release:

Department of State: Department of State warns businesses of “Annual Meeting Disclosure Statement” scam.

HARRISBURG — Secretary of the Commonwealth Carol Aichele today warned Pennsylvania corporations about a bogus mailing some firms have received, leading businesses to believe they must send $125 and file an Annual Meeting Disclosure Statement by a certain date, or risk being listed in “bad standing” with the state.

“At first glance, this solicitation may look official,” Aichele said. “However, none of the information being requested is required to be filed with the Department of State, or with any private company.”

The mailing comes from a company called Pennsylvania Corporate Compliance Company, and includes near the top of the letter a direct citation from the Pennsylvania Business Corporation Law regarding corporate records. Despite the suggestive language and official look of the mailing, Aichele emphasized there is no filing called an Annual Meeting Disclosure Statement required in Pennsylvania. She added this mailing did not come from any government office, and Pennsylvania Corporate Compliance Company has no association with state government.

“Any official notices sent to businesses by the Pennsylvania Department of State or Secretary of the Commonwealth will contain the letterhead and/or contact information for the Bureau of Corporations and Charitable Organizations,” Aichele said. She advised any companies receiving this mailing to disregard it. She also said similar scams have been reported in other states.

Any business that has questions can call the Bureau of Corporations and Charitable Organizations at 717-787-1057, or email the bureau at ra-corps@pa.gov.

Businesses receiving this mailing can also contact the U.S. Postal Inspections Service to report mail fraud at 877-876-2455, or at http://postalinspectors.uspis.gov/forms/MailFraudComplaint.aspx.

Any company that has sent money because of this scam can contact the Pennsylvania Office of the Attorney General Bureau of Consumer Protection at
www.attorneygeneral.gov/complaints.aspx?id+451 .

Theodore F. Claypoole

For more information on this press release or general corporate law, please contact Theodore F. Claypoole at 610.692.1371 or tclaypoole@utbf.com.

By: William J. Burke, III

Commonwealth Pipeline is looking to construct an interstate natural gas pipeline from Lycoming County that is planned to pass through several northern Chester County Townships (which may include Upper Uwchlan, East Nantmeal, Warwick, and possibly others).

The timing and the route – and perhaps the pipeline itself – are uncertain, but some landowners have received letters asking permission to survey on their land, and Commonwealth Pipeline has a timetable that could have construction starting as soon as within the next year.

If it does come, the company will be approaching landowners to negotiate rights of way; and if negotiations are not fruitful, the company may be empowered to take them through the power of eminent domain. This type of pipeline is regulated by Federal Energy Regulatory Commission (FERC); if FERC approves it, then, as a public utility, the company would have the power to use eminent domain to take easements it cannot negotiate.

This process is complex, and involves many important legal, financial and environmental issues. Landowners whose properties are subject to conservation easements will have special concerns to address.

For more information, see the Article at http://www.utbf.com/pennsylvania-law-articles.html?a=40, and for assistance in these or any other real estate issues, contact any member of our Real Estate Practice team, William Burke , Theodore Claypoole, Denise Werkley or Ryan Trifelitti.

William J. Burke, III

William J. Burke, III is a founding member of Unruh, Turner, Burke & Frees, and has been practicing law in Chester County for over twenty-five years. He concentrates his practice primarily in the areas of real estate, corporate and business acquisitions, taxation and general business representation of closely held companies, and IRS § 1031 exchanges.

By: Donald C. Turner

The West Chester Borough Council passed a resolution on February 15, 2012 instructing its solicitor to prepare an amendment to the West Chester Zoning Ordinance that would eliminate student homes as a permitted use in the Town Center zoning district.

See:
http://westchester.patch.com/articles/borough-recommends-a-stop-to-new-student-housing

As a result those town center property owners who rent to students and those who want to reserve their rights to rent to students should take action NOW to assure their individual rental units are “grandfathered” so as to permit these student homes to continue after enactment of this ordinance. In order to be “grandfathered” (in zoning parlance this is referred to as a non-conforming use) the property owner must be able to establish by credible evidence that the owner used the unit as a student home before the proposed ordinance was first published. Property owners must be very careful in how they establish this and must do so promptly as it is highly likely the proposed ordinance will soon be published, after which the owner may be foreclosed from establishing the basis for being grandfathered.

Donald C. Turner

For more information on this please contact Don Turner of Unruh Turner Burke and Free at 610-692-1371 or by email at dturner@utbf.com

By: Denise C. Werkley

A little reminder that Pennsylvania isn’t as builder friendly as some other states, at least in regards to insurance coverage. In late 2010, the Indiana courts looked at the issue of whether damage to a home caused by a subcontractor was covered under the general contractor’s standard liability insurance policy. Indiana ruled in favor of builders and determined that if the subs workmanship was unintentional, then the resulting damage would be unforeseeable and could be deemed an accident, thus falling within the policy’s definition of an “occurrence”.

Today I was reminded that PA is one of only 5 states that have ruled the other way-in favor of the insurance companies. See the article here.

Denise Werkley

Denise Werkley is a partner at Unruh, Turner, Burke and Frees, Denise practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Real Estate, and Pennsylvania Trademarks and Copyright Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Denise C. Werkley

Fannie Mae and Freddie Mac announced that they are raising risk fees that they charge to lenders. Lenders in turn typically pass those fees on to borrowers. The first time in 12 years risk fees will jump and the impact will be felt by all, even those with excellent credit. Persons with great credit (typically a FICO score of 740 or higher) were previously excluded from risk fees. Now, to avoid the fees a borrower with that score would likely have to put down at least 25% of the value of the house being purchased. The issue is whether this fee really impacts affordability for homebuyers, or whether it is simply looked at as just another fee and cost of obtaining a mortgage. The National Association of Home Builders does not appear to have responded publicly about the increase or its effect on home sales.

See Builder Magazine’s full article on the fees here.

Denise Werkley

Denise Werkley is a partner at Unruh, Turner, Burke and Frees, Denise practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Real Estate, and Pennsylvania Trademarks and Copyright Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Denise Werkley

The National Association of Realtors is reporting that December’s existing home sales rose 12.3 percent over November 2010, perhaps signifying a continuing trend toward a recovery of the real estate market. For the northeast specifically, the rise was 13.0 percent.The northeast sale numbers are still 5.4 percent below December 2009 but the median price was $237,300, which is only 1.4 percent below a year ago. You can see National Association of Realtors article here.

One local economist believes the housing market is definitely getting better and notes that investors are a large part of that trend. He reported that investors bought about 20 percent of the properties in December 2010 which is a large part of the recovery process. See the full article on the December housing trend here.

If you are a real estate investor or have questions about real estate investing, please contact Denise Werkley in our West Chester office at dwerkley@utbf.com or 610-692-1371.

By: Theodore F. Claypoole

The Chester County Department of Community Development has announced that, effective as of October 7, 2010, areas eligible for Recovery Zone Bond financing have been expanded to include a 1-mile radius surrounding Chester County’s 15 Boroughs and the City of Coatesville. Recovery Zone Bonds can be used for private or municipal purposes of promoting development or other economic activity in a Recovery Zone.

For information on Recovery Zone Bond financing, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.

Theodore F. Claypoole

Theodore F. Claypoole is a partner at Unruh, Turner, Burke and Frees, Theodore practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Land Use and Construction, Pennsylvania Real Estate, and Tax-Exempt Organizations. The firm maintain law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Theodore F. Claypoole

CNN provides a summary of the proposed $42 billion bill aimed at helping small businesses, which has been sent to the President for his signature.

For more information contact Theodore F. Claypoole.

By Denise C. Werkley

Are you thinking about starting a business? Want to buy real estate? If you are moving forward with any business or real estate plans, you might consider starting a limited liability company (LLC). The New York Times posted a quirky story reminding us all not to take business names too seriously. What name will you chose?

NY Times Story:
http://www.nytimes.com/2010/09/05/realestate/05deal1.html?ref=realestate

Denise Werkley

Denise Werkley is a partner at Unruh, Turner, Burke and Frees, Denise practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Real Estate, and Pennsylvania Trademarks and Copyright Law. The firm maintains law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.

By: Theodore F. Claypoole

Tax-exempt organizations that do not satisfy annual filing requirements for three (3) consecutive years automatically lose their tax-exempt status. The Internal Revenue Service (the “IRS”) has published a list at http://www.irs.gov/pub/irs-tege/pa.pdf, which identifies those Pennsylvania organizations for which the IRS does not have a record of a required annual filing for 2007 and 2008, and whose 2009 return, due on or after May 17 and before October 15, 2010, has not yet been received. The IRS is offering a one-time relief program that will allow small tax-exempt organizations to come back into compliance and retain their tax-exempt status even though they failed to file for three (3) consecutive years.

Small organizations required to file Form 990-N need to go to the IRS website, supply the eight information items called for on the form, and electronically file it by October 15, 2010, while tax-exempt organizations eligible to file Form 990-EZ must file their delinquent annual information returns by October 15, 2010 and pay a compliance fee. Organizations required to file Form 990 or Form 990-PF are not eligible and are automatically revoked if they fail to file for three (3) consecutive years. Details about the one-time relief program are on the IRS website at http://www.irs.gov/charities/article/0,,id=225702,00.html.

For information on how to participate in the IRS’ one-time relief program or for questions on how to form or maintain a tax-exempt organization, please contact Theodore F. Claypoole at 610-692-1371 or tclaypoole@utbf.com.

Theodore F. Claypoole

Theodore F. Claypoole is a partner at Unruh, Turner, Burke and Frees, Theodore practices in the areas of Pennsylvania Commercial Transactions and Business Organizations, Pennsylvania Land Use and Construction, Pennsylvania Real Estate, and Tax-Exempt Organizations. The firm maintain law offices in Malvern, Phoenixville, and West Chester Pennsylvania which serve the Main Line, and many surrounding communities such as Devon, Exton, West Chester, Ardmore and others.