Purpose of Corporate Bylaws 公司章程

1) Bylaws and the Board of Directors:
A corporation’s bylaws may often provide for terms governing the creation, structure and operation of its Board of Directors including, without limitation:

The number of a corporation’s Directors and how that number may be amended.
The committees of the corporation’s Board of Directors and the functions of those committees.
The qualifications required of the corporation’s Board of Directors.
The processes by which meetings of the Board of Directors or board committees are called (such as means of providing notice and required notice periods).
The procedures governing Board of Director meetings (such as quorum requirements; voting percentages required for action; and the means by which meetings may be held, such as in person, via telephone and/or through web-based services).
The circumstances under which voting proxies may be given to third parties in order to vote on a Director’s behalf.
The requirements for Directors to act by written consent without a meeting.
The scope of indemnification of Directors and advancement of expenses in the event of litigation (though many corporations supplement Directors’ rights of indemnification with separate contractual agreements).

2) Bylaws and Officer Positions:
In addition, bylaws often set forth the titles of officers that will operate the day-to-day activities of the corporation (e.g., president, vice president, secretary). These provisions may also provide a broad description of the officers’ respective responsibilities and the means by which an officer can be replaced or new classes of officers can be created. In addition, among other things, the bylaws will detail the terms and conditions under which officers will be indemnified for actions taken in the role with the corporation.

3) Bylaws and Shareholder Matters:
The bylaws often contain a number of provisions governing shareholder voting and activities, including, without limitation:

The means by which shareholder meetings are called.
Any specific notice or record date requirements for voting.
The percentage of shareholders required to approve a delineated action (if greater than a majority).
The means by which a shareholder may provide a proxy to vote its shares.
The means by which shareholders may vote by written consent rather than through a meeting.

4) Amendment of the Bylaws:
Unlike the amendments of a Certificate of Incorporation, which are subject to specific requirements under Delaware law, a corporation’s bylaws may provide for amendment by the Board of Directors, by the shareholders or by both.

Corporate bylaws are extremely important in the ongoing operation of a corporation, but the precise provisions of corporate bylaws can vary. Delaware law seeks to provide a level of flexibility in the operations and internal organization of a corporation, within certain parameters.

Source: http://delcode.delaware.gov/title8/c001/sc01/

1) 章程和董事会:


2) 章程和官员职位:

3) 章程和股东事项:


4) 章程的修改:



CINDIE June CPA Client Update信谛会计六月通报

Middle of year calls for a fresh look at your financial strategies and check out our blogs

Upcoming Important Dates

June 15: 2nd Quarter Estimated Payments Due (Use CINDIE website page to find the links https://cindiellc.com/track-your-tax-refund-payment/) for both business and individual

Individual Review your tax planning for 2021

Business  Check your due date and state for annual report filing (Use CINDIE website page to find the links https://cindiellc.com/track-your-tax-refund-payment/ )



六月15号前 预交第二季度应付款 (可以用CINDIE网站页面找到链接https://cindiellc.com/track-your-tax-refund-payment/


– 调整预扣税

– 安排税务咨询

– 重新平衡投资组合

– 跟踪您的纳税和退款(https://cindiellc.com/track-your-tax-refund-payment/

公司检查到期日期 提交年度报告 (https://cindiellc.com/track-your-tax-refund-payment/

Back-door Roth IRA / 走后门Roth退休账户

Income too high to qualify for Roth IRA? You can put some efforts to make it happen:

2-step Approach

  1. Put money in a traditional IRA account. You might already have an account, or you might need to open one and fund it.
  2. Convert your contribution to a Roth IRA. Your IRA administrator will give you the instructions and paperwork. If you don’t already have a Roth IRA, you’ll open a new account during the conversion process.

Tax Consequence

  1. Pay taxes for non-deductible IRA contribution. Only post-tax dollars go into Roth IRAs. So if you deducted your traditional IRA contributions and then decide to convert your traditional IRA to a backdoor Roth, you’ll need to give that tax deduction back. When it comes time to file your tax return, be prepared to pay income tax on the money you converted to a Roth. And see below for details on the pro-rata rule, which plays a big part in determining your tax bill.
  2. Pay taxes on the gains in your traditional IRA before the conversion. If the money in that traditional IRA has been sitting there awhile and there are investment gains, you’ll also owe tax on those gains at tax time.
  3. Pay no taxes after. The money in Roth grows tax-free

Tax Due at Conversation

  1. Zero tax dollar. No tax due if taxes are paid for all the converting amount
  2. Pro-rated tax dolloar. When determining your tax bill on a conversion from a traditional IRA to a Roth IRA, the IRS is going to look at all of your traditional IRA accounts combined. And a word about timing: the IRS applies the pro-rata rule to your total IRA balance at year-end, not at the time of conversion.

More to it

Please contact CINDIE at our website http://www.cindiellc.com or at click link

Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854

Phone: (732) 896-0272


Fax: (732) 676-1661


收入太高而无法获得罗斯 IRA 的资格?你可以付出一些努力来实现它:


第一步,将钱存入传统的 IRA 账户。您可能已经有一个帐户,或者您可能需要开设一个帐户并为其注资。
第二步,转换为Roth IRA。您的 IRA 投资公司将为您提供说明和文书工作。如果您还没有 Roth IRA,您将在转换过程中开设一个新帐户。


  1. 为没扣税的 IRA纳税。只有税后美元才能进入罗斯 IRA。因此,如果您扣除了您的传统 IRA 供款,然后决定将您的传统 IRA 转换为后门Roth,您将需要退还该税收减免。当需要提交纳税申报表时,请准备好为您转换为Roth的钱支付所得税。
  2. 对传统 IRA 的收益征税。如果传统 IRA 中的钱已经存在一段时间并且有投资收益,那么您还将在纳税时对这些收益征税。
  3. 以后不用交税。Roth的钱免税增长


  1. 零税。如果为所有转换金额缴纳税款,则无需缴纳税款
  2. 按比例计税。在确定从传统 IRA 转换为 Roth IRA 的税单时,IRS 将查看您所有的传统 IRA 账户的总和。还有关于时间点:IRS 将按比例规则应用于您在年底的 IRA 总余额,而不是在转换时。

更多的信息,请通过我们的网站 http://www.cindiellc.com 或点击链接联系 CINDIE

地址: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854

电话: (732) 896-0272


传真: (732) 676-1661

LLC to S-corp.

Many LLC business owners choose to convert the LLC to S-corp tax filing status.


A major reason for choosing S corp. taxation is to save money on self-employment taxes.

If an LLC is taxed like a sole proprietorship or partnership, owners are self-employed, and they pay Social Security and Medicare taxes on all business profits, up to federal limits. If an LLC is taxed as an S corp., the owners can be company employees. They must pay themselves a reasonable salary for the kind of work they do. They’ll pay Medicare and Social Security taxes on that salary, but not on any additional company profits. Owners of an S corp. may be able to put more money in tax-deferred retirement accounts than they could otherwise. But switching to an S corp. can also mean additional paperwork and expense, especially if you don’t already have other employees.

You’ll need to run payroll, you may have to enroll in state workers’ compensation and unemployment programs, and you may have additional tax forms to file.


To make an LLC to S corp. election with the IRS, you need to file form 2553 Election by a Small Business Corporation. The form must be signed by shareholders and an officer of the company.

If you want your election to be effective for the entire tax year, it should be filed:

  • By March 15 of the year you want the election to take effect.
  • Any time during the prior tax year.
  • Within two months and 15 days of the date the business begins its first tax year for newly formed LLCs
  • With State where LLC is formed for the election as well.

Where to Start?

Contact Cindie LLC at http://www.cindiellc.com

Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854
Phone: (732) 896-0272
Fax: (732) 676-1661




如果对有限责任公司像独资企业或合伙企业一样征税,则业主是自雇人士,他们要为所有商业利润缴纳社会保障税和医疗保险税,最高联邦限额。如果将有限责任公司作为S公司征税,则所有者可以是公司雇员。他们必须为自己从事的工作支付合理的薪水。他们将按该薪水缴纳Medicare和社会保障税,但不支付任何其他公司利润。 S公司的所有者。或许可以将更多的钱存入延税的退休帐户中。但改用S公司。也可能意味着额外的文书工作和费用,尤其是在您还没有其他员工的情况下。


怎么做?把LLC变成S corp。如果您要通过IRS选举,则需要提交小型企业公司的2553选举表格。该表格必须由股东和公司高管签署。



从哪儿开始?请通过http://www.cindiellc.com与Cindie LLC联系。

地址:新泽西州皮斯卡塔韦市Centennial Avenue 200,Suite 106,NJ 08854

Day Trader Taxes 每日股市交易者税务计划

Many friends are trading daily in the stock market. Some of them might want to make it a business instead of just going by the regular capital gain tax rule.

How to qualify as a trader in IRS tax code topic 429

First, generally, the trader needs to

  • seek to profit from daily market movements in the prices of securities and not from dividends, interest, or capital appreciation;
  • carry trading activity substantially, and with continuity and regularity.

Second, form a company to show your commitment to above business missing

Third, make sure you make the mark-to-market election by the original due date (not including extensions) of the tax return for the year prior to the year for which the election becomes effective.

Once you do the above 3 things, you could almost less likely to be challenge by IRS if you get audited for claiming to be a day trader.

The downside of the being a day-trader is not to be able to claim the tax benefits of the long-term capital gain and qualified dividend.

Please contact for details:

200 Centennial Avenue, Suite 106, Piscataway, NJ 08854

Phone: (732) 896-0272











File state and federal tax returns free 免费州和联邦纳税申报表

Many taxpayers can file their state and federal tax returns for free

Eligible taxpayers can file their federal and, in many cases, their state taxes at no cost. Taxpayers whose adjusted gross income was $72,000 or less in 2019 can file their 2020 federal taxes for free using IRS Free File. Many of them can also do their state taxes at no charge. They do so through Free File offered by the IRS.

Here’s are a few things to know about filing state tax returns through Free File.

  • Most people make less than the $72,000 income limit. So, most people can use Free File.
  • Generally, taxpayers must complete their federal tax return before they can begin their state taxes.
  • More than 20 states have a state Free File program patterned after the federal partnership. This means many taxpayers are eligible for free federal and free state online tax preparation.
  • The states with a Free File program are Arkansas, Arizona, Georgia, Idaho, Indiana, Iowa, Kentucky, Massachusetts, Michigan, Minnesota, Missouri, Mississippi, Montana, New York, North Carolina, North Dakota, Oregon, Rhode Island, South Carolina, Vermont, Virginia and West Virginia, plus the District of Columbia.
  • IRS Free File partners feature online products, some in Spanish. They offer most or some state tax returns for free as well. Some of them may charge so it’s important for taxpayers to explore their free options.
  • Free File partners will charge a fee for state tax return preparation unless their offer says upfront the taxpayer can file both federal and state returns for free. Taxpayers who want to use one of the state Free File program products should go to their state tax agency’s Free File page.
  • Alaska, Florida, Nevada, South Dakota, Texas, Washington and Wyoming don’t have an income tax. So, IRS Free File for a federal return may be the only tax product people in those states need.


2019年调整后总收入为72,000美元或以下的纳税人可以使用IRS Free File免费提交2020年联邦税。他们中的许多人也可以免费缴纳州税。他们通过国税局提供的免费文件来这样做。


大多数人的收入低于$ 72,000的收入限额。因此,大多数人都可以使用免费文件。
IRS Free File合作伙伴提供在线产品,其中一些使用西班牙语。他们也免费提供大多数或某些州的纳税申报表。其中一些可能会收费,因此对于纳税人来说,探索他们的免费选择很重要。

Full Time Accountant Needed

Contact: Judy LU <JUDYLU@mackenziehr.com> [会计]诚聘会计(女生,中英双语,会计本科,全职永久)





















薪酬:年薪USD $ 45,000-50,000.00/年+奖金




Full Time Accountant Needed

Contact: Judy LU <JUDYLU@mackenziehr.com> [会计]诚聘会计(女生,中英双语,会计本科,全职永久)





















薪酬:年薪USD $ 45,000-50,000.00/年+奖金




Can I deduct Home Office Expenses?我可以用家工作费用减税吗?

Many clients worked from Home in 2020 and asked us whether they can deduct the expenses on their tax return. If you’re working from home for an employer, you normally can’t deduct your home office expenses.

There are two requirements for having a tax-deductible home office:

  • Your home office is only used for business purposes.
    • Your home office must be used exclusively for operating your business. To meet this requirement, set up your office in a separate area of your house. Then if you get audited by the IRS, there is no doubt that your office is used exclusively for business purposes.
  • Your home office is your primary place of business.
    • You need to demonstrate that your home office is the primary place you conduct your business. The IRS has clarified that you can meet clients and conduct meetings at separate office locations, but your home office must be the only location where your administrative work is completed. So if you meet with clients or work on any part of your business away from your home office, keep a journal of each specific activity undertaken and describe how it doesn’t violate the primary place-of-business rule.

Looking at these two criteria, everyone that is now required to work from home probably meets both qualifications. If you’re a W-2 employee, however, you can’t deduct your home office expenses on your tax return.

How employee can get deduction on their tax return

Here are three options for solving your problem of being a W-2 employee and qualifying to deduct your home office expenses on your tax return .

1.Become an independent contractor. The easiest way to deduct your home office expenses is by switching from being an employee to an independent contractor. With a number of firms cutting pay and hours due to the pandemic, it may be worth exploring. There’s a big warning label if you go this route, however. You will need to account for lost benefits, such as health insurance, and the additional cost of self-employment taxes. If you can meet the IRS requirements for becoming an independent contractor, it may be worth doing the math and considering all the deductions your home office may make available to you.
2.Start a side business. If becoming an independent contractor for your current employer isn’t an option, consider starting a side business. You can deduct all business-related expenses on your tax return, including your home office expenses. If you go this route, ensure your home office is in a different location in your home than your other work space.
3. Consider your entire household. Even if you don’t qualify for the home office deduction, maybe someone else living in your home does qualify. So look into your options to see if a family member can take advantage of the home office deduction.

Get reimbursed by your company

There’s no question you are picking up some of the expense of your home office with added electrical, heating, telephone, internet, and other expenses. Some companies have set up an accountable plan. You may be able to find a way to get some of your home office expense reimbursed. So if you’re stuck working as a W-2 employee, look into whether your employer offers reimbursement for home office expenses.

Contact CINDIE for more information

200 Centennial Avenue, Suite 106, Piscataway, NJ 08854
Phone: (732) 896-0272
Fax: (732) 676-1661
Email: cpa@cindiellc.com






Do now to Get Ready to file 2020 taxes in 2021 怎么准备提交2020年税表

Based on IRS’s instruction and links included here:

There are steps people can take now to make sure their tax filing experience goes smoothly in 2021. First, they can visit the Get Ready page on IRS.gov.

Here are a few other things people can do now:

Check their withholding and make any adjustments soon

Since most taxpayers typically only have a few pay dates left this year, checking their withholding soon is especially important. It’s even more important for those who:
  • Received a smaller refund than expected after filing their 2019 taxes this year.
  • Owed an unexpected tax bill last year.
  • Experienced personal or financial changes that might change their tax liability.

Some people may owe an unexpected tax bill when they file their 2020 tax return next year, if they didn’t have enough withheld throughout the year. To avoid this kind of surprise, taxpayers should use the Tax Withholding Estimator to perform a quick paycheck or pension income checkup. Doing so helps them decide if they need to adjust their withholding or make estimated or additional tax payments now.

Gather tax documents and keep them for at least three years
Everyone should come up with a recordkeeping system. Whether it’s electronic or paper, they should use a system to keep all important information in one place. Having all needed documents on hand before they prepare their return helps them file a complete and accurate tax return. This includes:
  • Their 2019 tax return.
  • Form W-2 from employers.
  • Form 1099 from banks and other payers.
  • Forms 1095-A from the marketplace for those claiming the premium tax credit.
  • Form 1099-NEC, Nonemployee Compensation
  • Notice 1444, Your Economic Impact Payment.

Most income is taxable, including unemployment compensation, refund interest and income from the gig economy and virtual currencies. Therefore, taxpayers should also gather any documents from these types of earnings. People should keep copies of tax returns and all supporting documents for at least three years.

Confirm mailing and email addresses
To make sure forms make it to the taxpayer on time, people should confirm now that each employer, bank and other payer has the taxpayer’s current mailing address or email address. Typically, forms start arriving by mail or are available online in January.

Remember these new things when preparing for the 2021 tax filing season
  • Taxpayers may be able to claim the recovery rebate credit if they met the eligibility requirements in 2020 and one of the following applies to them:

     – They didn’t receive an Economic Impact Payment in 2020.
     – They are single and their payment was less than $1,200.
     – They are married, filed jointly for 2018 or 2019 and their payment was less than $2,400.
     – They didn’t receive $500 for each qualifying child.

  • Taxpayers who received a federal tax refund in 2020 may have been paid interest. The IRS sent interest payments to individual taxpayers who timely filed their 2019 federal income tax returns and received refunds. Most interest payments were received separately from tax refunds. Interest payments are taxable and must be reported on 2020 federal income tax returns. In January 2021, the IRS will send a Form 1099-INT, Interest Income to anyone who received interest totaling at least $10.


  1. 检查其预扣并尽快进行任何调整


2. 收集税务文件并将其保存至少三年


3. 确认邮件和电子邮件地址

4. 在为2021年报税季做准备时,请记住这些新事

 -他们是单身,付款少于$ 1,200。
 -他们已婚,共同于2018或2019年提交,付款少于$ 2,400。
 -他们没有为每个符合条件的孩子收取$ 500。