IRS Comparison of FBAR vs 8938

FBAR 与 8938 的国税局比较

The IRS developed the FBAR vs 8938 graph to assist taxpayers. The Internal Revenue Service prepares its own graph to compare the two forms, which may be of assistance to you. It has been reproduced below for you:

Form 8938, Statement of Specified Foreign Financial AssetsFinCEN Form 114, Report of Foreign Bank and Financial Accounts (FBAR)
Who Must File?Specified individuals and specified domestic entities that have an interest in specified foreign financial assets and meet the reporting threshold-Specified individuals include U.S citizens, resident aliens, and certain non-resident aliens-Specified domestic entities include certain domestic corporations, partnerships, and trustsU.S. persons, which include U.S. citizens, resident aliens, trusts, estates, and domestic entities that have an interest in foreign financial accounts and meet the reporting threshold   
Does the United States include U.S. territories?NoYes, resident aliens of U.S territories and U.S. territory entities are subject to FBAR reporting
Reporting Threshold (Total Value of Assets)Specified individuals living in the US:-Unmarried individual (or married filing separately): Total value of assets was more than $50,000 on the last day of the tax year, or more than $75,000 at any time during the year.-Married individual filing jointly: Total value of assets was more than $100,000 on the last day of the tax year, or more than $150,000 at any time during the year.Specified individuals living outside the US:-Unmarried individual (or married filing separately): Total value of assets was more than $200,000 on the last day of the tax year, or more than $300,000 at any time during the year.-Married individual filing jointly: Total value of assets was more than $400,000 on the last day of the tax year, or more than $600,000 at any time during the year.Specified domestic entities:Total value of assets was more than $50,000 on the last day of the tax year, or more than $50,000 at any time during the tax year.Aggregate value of financial accounts exceeds $10,000 at any time during the calendar year. This is a cumulative balance, meaning if you have 2 accounts with a combined account balance greater than $10,000 at any one time, both accounts would have to be reported.           
When do you have an interest in an account or asset?If any income, gains, losses, deductions, credits, gross proceeds, or distributions from holding or disposing of the account or asset are or would be required to be reported, included, or otherwise reflected on your income tax return   Financial interest: you are the owner of record or holder of legal title; the owner of record or holder of legal title is your agent or representative; you have a sufficient interest in the entity that is the owner of record or holder of legal title.Signature authority: you have authority to control the disposition of the assets in the account by direct communication with the financial institution maintaining the account.See instructions for further details.
What is Reported?Maximum value of specified foreign financial assets, which include financial accounts with foreign financial institutions and certain other foreign non-account investment assetsMaximum value of financial accounts maintained by a financial institution physically located in a foreign country 
How are maximum account or asset values determined and reported?Fair market value in U.S. dollars in accord with the Form 8938 instructions for each account and asset reportedConvert to U.S. dollars using the end of the taxable year exchange rate and report in U.S. dollars.Use periodic account statements to determine the maximum value in the currency of the account.Convert to U.S. dollars using the end of the calendar year exchange rate and report in U.S. dollars. 
When Due?Form is attached to your annual return and due on the date of that return, including any applicable extensions Received by April 15 (6-month automatic extension to Oct 15) 
Where to File?File with income tax return pursuant to instructions for filing the return. File electronically through FinCENs BSA E-Filing System. The FBAR is not filed with a federal tax return. 
PenaltiesUp to $10,000 for failure to disclose and an additional $10,000 for each 30 days of non-filing after IRS notice of a failure to disclose, for a potential maximum penalty of $60,000; criminal penalties may also applyCivil monetary penalties are adjusted annually for inflation. For civil penalty assessment prior to Aug 1, 2016, if non-willful, up to $10,000; if willful, up to the greater of $100,000 or 50 percent of account balances; criminal penalties may also apply
Types of Foreign Assets and Whether They are Reportable
Financial (deposit and custodial) accounts held at foreign financial institutionsYesYes
Financial account held at a foreign branch of a U.S. financial institutionNoYes
Financial account held at a U.S. branch of a foreign financial institutionNoNo
Foreign financial account for which you have signature authorityNo, unless you otherwise have an interest in the account as described aboveYes, subject to exceptions
Foreign stock or securities held in a financial account at a foreign financial institutionThe account is subject to reporting, but the contents of the account do not have to be separately reportedThe account itself is subject to reporting, but the contents of the account do not have to be separately reported
Foreign stock or securities not held in a financial accountYesNo
Foreign partnership interestsYesNo
Indirect interests in foreign financial assets through an entityNoYes, if sufficient ownership or beneficial interest (i.e., a greater than 50 percent interest) in the entity. See instructions for further detail.
Foreign mutual fundsYesYes
Domestic mutual fund investing in foreign stocks and securitiesNoNo
Foreign accounts and foreign non-account investment assets held by foreign or domestic grantor trust for which you are the grantorYes, as to both foreign accounts and foreign non-account investment assetsYes, as to foreign accounts
Foreign-issued life insurance or annuity contract with a cash-valueYesYes
Foreign hedge funds and foreign private equity fundsYesNo
Foreign real estate held directlyNoNo
Foreign real estate held through a foreign entityNo, but the foreign entity itself is a specified foreign financial asset and its maximum value includes the value of the real estateNo
Foreign currency held directlyNoNo
Precious Metals held directlyNoNo
Personal property, held directly, such as art, antiques, jewelry, cars and other collectiblesNoNo
‘Social Security’- type program benefits provided by a foreign governmentNoNo

*Note – This table is current through the publication date. Please check the instructions for each form for information regarding any future developments.

IRS Audit Red Flags 国税局审计警示

CINDIE CPA Firm Email:  Phone: (732) 896-0272
Address: Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854


  1. Not reporting all Taxable Income
  2. Higher Income /Making a lot of Money: Biden’s Build Back Better bill – high-wealth exam squad at work- 1040 related business returns – domestic and foreign. IRS says $400K income and below is safe though.
  3. High than average deductions, losses or credits: But if you have the proper documentation for your deduction, loss or credit, don’t be afraid to claim it.:
  4. Take Larger than average Charitable Deductions based on the income level
  5. Running a business on Schedule C: 100K or Cash-intensive
  6. Non-filers: $100K and above failed filing
  7. Claiming the American Opportunity Tax Credit on Form 8863
  8. Taking an Early Payout from an IRA or 401(k) Account without paying 10% penalty
  9. Change in Alimony Deductions
  10. Cash Transactions: Reports from other agencies or financial institutions
  11. Failing to Report a Foreign Bank Account: foreign accounts that combined total more than $10,000 at any time.  FinCEN Report 114 (FBAR) and Form 8938
  12. Claiming the Foreign Earned Income Exclusion


  1. Claiming rental losses
  2. Hobby vs Business
  3. Claiming 100% Business Use of a Vehicle on Form 4562: Be sure to have 2nd car for personal use.
  4. Claiming Day-Trading Losses on Schedule C
  5. Operating a Marijuana Business
  6. Taking the Research & Development Credit
  7. Failing Report Certain Professional Earnings as Self-Employment Income: Not an investor


  1. 不报告所有应税收入
  2. 更高的收入/赚很多钱:拜登的 Build Back Better 法案 – 工作中的高收入考试小组 – 1040 相关业务回报 – 国内和国外。美国国税局表示 40 万美元及以下的收入是安全的。
  3. 高于平均水平的扣除额、损失或抵免额:但如果您有适当的扣除额、损失或抵免额证明文件,请不要害怕提出索赔。:
  4. 根据收入水平采取高于平均水平的慈善扣除
  5. 按附表 C 开展业务:100K 或现金密集型
  6. 非申报者:10 万美元及以上的申报失败
  7. 在 8863 表格上申请美国机会税收抵免
  8. 从 IRA 或 401(k) 账户中提早支付而无需支付 10% 的罚款
  9. 赡养费扣除的变化
  10. 现金交易:来自其他机构或金融机构的报告
  11. 未能报告外国银行账户:任何时候合计总额超过 10,000 美元的外国账户。 FinCEN 报告 114 (FBAR) 和表格 8938
  12. 申请外国收入豁免


  1. 索赔租金损失
  2. 爱好与商业
  3. 在 4562 表上声明车辆的 100% 商业用途:确保拥有第二辆车供个人使用。
  4. 根据附表 C 索赔日内交易损失
  5. 经营大麻业务
  6. 获得研发信用
  7. 未能将某些专业收入报告为自雇收入:不是投资者

IRS ONLINE Account 个人 IRS 在线账户

A lot of clients complained that they still haven’t received the 2020 tax refund. Here are some new channels to obtain updated info – IRS finally started the practice of a personal online account.

An IRS online account makes it easy for people to quickly get the tax planning info they need. With the same ease that taxpayers have when banking online or placing an online shopping order, they can log in and get the latest on their payment history, balance, and more.

Taxpayers can view information about their account including:

  • Their payoff amount, which is updated for the current day
  • The balance for each tax year for which they owe taxes
  • Their payment history
  • Key information from their most current tax return as originally filed
  • Payment plan details if they have one
  • Digital copies of select IRS notices
  • Their address on file

With an online account, taxpayers can also:

  • Make a same day payment
  • Set up an online payment plan
  • Access tax records and transcripts
  • Authorize another person to represent them before the IRS or view their tax records
  • Approve and electronically sign Power of Attorney and Tax Information Authorization requests from their tax professional

A taxpayer’s balance will update no more than once every 24 hours, usually overnight. Taxpayers should also allow one to three weeks for payments to show in the payment history.

很多客户抱怨他们仍然没有收到2020年的退税。 这里有一些获取更新信息的新渠道——国税局终于开始了个人网上账户的做法。国税局终于开始了个人网上账户的做法。

IRS 在线帐户使人们可以轻松快速地获得所需的税务规划信息。与纳税人在网上银行或在线购物订单时一样,他们可以登录并获取最新的付款历史、余额等信息。

纳税人可以查看有关其帐户的信息,包括:支付金额, 每个纳税年度的余额, 付款历史, 最初提交的最新纳税申报表中的关键信息, 付款计划详细信, 选择 IRS 通知的数字副本, 档案中的地址, 等等

通过在线账户,纳税人还可以:当天付款, 设置在线支付计划, 访问税务记录和成绩单, 授权其他人在 IRS 面前代表他们或查看他们的税务记录, 批准并以电子方式签署其税务专业人士的授权书和税务信息授权请求。

纳税人的余额每 24 小时更新一次,通常是一夜之间。纳税人还应允许一到三周的时间在付款历史记录中显示付款。

Business Meal Deduction 商务餐减税原则

CINDIE CPA Firm CONTACT US 联系信息: Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854 Phone: (732) 896-0272 Email:

IR -2021-225

For 2021 and 2022 only, businesses can generally deduct the full cost of business-related food and beverages purchased from a restaurant. Otherwise, the limit is usually 50% of the cost of the meal.

To qualify for the enhanced deduction:

  • The business owner or an employee of the business must be present when food or beverages are provided.
  • Meals must be from restaurants, which includes businesses that prepare and sell food or beverages to retail customers for immediate on-premises or off-premises consumption.
  • Payment or billing for the food and beverages occurs after December 31, 2020, and before January 1, 2023.
  • The expense cannot be lavish or extravagant.

Grocery stores, convenience stores and other businesses that mostly sell pre-packaged goods not for immediate consumption, do not qualify as restaurants. Employers may not treat certain employer-operated eating facilities as restaurants, even if they operate under contract by a third party.

Business owners need to know about certain costs:

  • The cost of the meal can include taxes and tips.
  • The cost of transportation to and from the meal isn’t part of the cost of a business meal.

Entertainment events
Business owners may be able to deduct the costs of meals and beverages provided during an entertainment event if either of these apply:

  • the purchase of the food and beverages occurs separately from the entertainment
  • the cost of the food and beverages is separate from the cost of the entertainment on one or more bills, invoices, or receipts.

仅在 2021 年和 2022 年,企业通常可以扣除从餐厅购买的与业务相关的食品和饮料的全部费用。否则,限额通常为餐费的 50%。

食品和饮料的付款或计费发生在 2020 年 12 月 31 日之后和 2023 年 1 月 1 日之前。


娱乐活动 – 如果满足以下任一条件,企业主可以扣除娱乐活动期间提供的餐饮费用:


Claim the Unclaimed Fund or Property 找回在美国被州政府冻结资金或财产

CINDIE – CPA Firm CONTACT 联系信息: Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854 Phone: (732) 896-0272 Email:

Some clients told us that their bank account or investment account was closed and money was turned over to the State government,. Well, you can get the money back by following a few steps:

Step 1: Go to the unclaimed property State website
Step 2: Get your documents in order
Step 3: File a claim
Step 4: Wait for your check

Step 1: Go to the right State website
The process for claiming unclaimed money can vary by state. The first step to claiming your money is to go to the appropriate website, which is where you typically start the claims process to get your unclaimed money back. Each state has unclaimed property website in the state treasury department.

Step 2: Get your documents in order
If you’ve found missing money in your name and want to claim it, you’ll need to verify your identity.The requirements may vary by state, but here are some of the documents you may need.

A state-issued ID, like a driver’s license
Proof of Social Security number, such as a copy of your Social Security card or IRS Form W-2
Proof of the address associated with the property you’re claiming, such as a utility bill
Proof of your current address
These documents help verify your full name and address to confirm you’re the rightful owner of the missing money. Some states will accept copies of documentation, while other states will require originals.

Step 3: File a claim
Once you’ve gone to the right website and have your documents read to file a claim so you can get your missing money.The first step is to carefully read the claim instructions on your state-specific site. Some states don’t allow for electronic submissions, while some allow you to file online if you meet certain conditions. For example, residents of California can file online if the amount is less than $5,000 and they are the sole owner of the missing money. If the unclaimed money is owned by multiple parties, each owner needs to sign a Claim Affirmation Form and the money will be split among the parties. If you can’t file online, you’ll need to mail a claim form along with additional documentation to verify your identity. In some cases, if you’re owed more than $1,000 and can’t file online, you may need to print the claim form and get it notarized. Pro tip: Check with your bank — it may notarize it for free. You then need to mail the form to the address specified in your state’s claim instructions.

Claims methods by state: Mail or online

Step 4: Wait for your check
Once you’ve found missing money and submitted your documentation either online or by snail mail, you have to wait for your check to arrive. Unfortunately, the timing can vary widely by state. It can take two weeks from the date you filed your claim, or more than six months in some cases. Sometimes, you may not know how much you’re getting back.

一些客户告诉我们, 美国的银行或投资账户,因为超过几年没有买卖操作,被冻结&划给了州政府。

第 1 步:访问州网站
第 2 步:整理文件
第 3 步:提出索赔
第 4 步:等待您的检查

第 1 步:正确的州网站

第 2 步:整理文件

社会安全号码证明,例如您的社会安全卡或 IRS 表格 W-2 的副本

第 3 步:提出索赔

第一是仔细阅读您所在州特定网站上的索赔说明。有些州不允许电子提交,而有些州则允许您在满足某些条件时在线提交。例如,如果金额低于 5,000 美元,加利福尼亚州的居民可以在线提交,并且他们是丢失资金的唯一所有者。如果无人认领的钱由多方拥有,则每个所有者都需要签署一份索赔确认表,这笔钱将在各方之间平分。如果您无法在线提交申请,则需要邮寄索赔表以及其他文件以验证您的身份。在某些情况下,如果您的欠款超过 1,000 美元且无法在线提交,您可能需要打印索赔表并进行公证。专业提示:请咨询您的银行——它可能会免费对其进行公证。然后,您需要将表格邮寄到您所在州的索赔说明中指定的地址。


第 4 步:等待您的退款支票

Year-End Tax Planning Ideas 个人年终税务规划

CINDIE CPA Firm CONTACT US 联系信息: Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854 Phone: (732) 896-0272 Email:

CINDIE suggests some of these tax-saving moves if completed by December 31 to consider:

  1. Havest tax loss. If you own stock in a taxable account that is not in a tax-deferred retirement plan, you can sell your underperforming stocks by December 31 and use these losses to reduce any taxable capital gains. Just be sure you do not repurchase the same stock within 30 days, or the loss will be deferred.
  2. Take a peek at your estimated income. If you have appreciated assets that you plan on selling in the near future, estimate your taxable income and compare it to your prior year taxable income. If your income looks like it may be significantly higher than prior year, you may be able to sell your appreciated assets to take advantage of a lower tax rate. The opposite also holds true.
  3. Max out pre-tax retirement savings. The deadline to contribute to a 401(k) plan and be able to reduce your taxable income on your tax return is December 31. See if you can earmark a little more money from each of your paychecks through the end of the year to transfer into your retirement savings accounts. You can contribute up to $22,500 in 2023 ($20,500 in 2022) to a 401(k), plus another $7,000 if you’re age 50 or older. Even better, you have until April 15, 2023, to contribute to a traditional IRA and be able to reduce your taxable income on your 2021 tax return.
  4. Make cash charitable contributions. If you’re like 90% of all taxpayers, you get no tax benefit from charitable contributions because you don’t itemize your personal deductions. $300 in cash to a qualified charity and deduct the amount (Married taxpayers who file jointly may contribute $600) is no longer available in 2022.
  5. Plan deductions so you can itemize. Are your personal deductions near the amount of the standard deduction for 2022: If the value of expenses that you can deduct is more than the standard deduction (for the tax year 2022 these are: $12,950 for single and married filing separately, $25,900 for married filing jointly, and $19,400 for heads of households) then you should consider itemizing.


  1. 税收损失。如果您在不属于延税退休计划的应税账户中持有股票,您可以在 12 月 31 日之前出售表现不佳的股票,并利用这些损失来减少任何应税资本收益。请确保您不要在 30 天内回购相同的股票,否则损失将被推迟。
  2. 看一看您 2022 年的估计收入。如果您计划在不久的将来出售增值资产,请估算您的 2022 年应税收入,并将其与 2021 年的应税收入进行比较。如果您 2022 年的收入看起来可能明显高于 2021 年,您或许可以在 2021 年出售您升值的资产以利用较低的税率。反之亦然。
  3. 最大限度地提高税前退休储蓄。为 401(k) 计划供款并能够在纳税申报表上减少应税收入的截止日期是 12 月 31 日。看看您是否可以从年底前的每份薪水中拨出更多的钱来转移到 您的退休储蓄账户。 到 2023 年,您最多可以向 401(k) 供款 22,500 美元(2022 年为 20,500 美元),如果您年满 50 岁,还可以再供款 7,000 美元。 更好的是,您必须在 2023 年 4 月 15 日之前向传统 IRA 供款,并能够减少 2021 年纳税申报表中的应税收入。
  4. 进行现金慈善捐款。如果您像所有纳税人中的 90% 一样,您不会从慈善捐款中获得税收优惠,因为您没有逐项列出您的个人扣除额。2022 年不再提供向符合条件的慈善机构提供 300 美元现金并扣除金额(联合申报的已婚纳税人可捐助 600 美元)。
  5. 计划分项扣除,可以逐项列出。您的个人扣除额是否接近 2022 年的标准扣除额:如果您可以扣除的费用价值超过标准扣除额(对于 2022 纳税年度,分别为:单身和已婚申报 12,950 美元,已婚申报 25,900 美元 共同,以及户主 19,400 美元)那么你应该考虑逐项列出。

Business Year-End Tax Planning公司年终税务规划

CINDIE CPA Firm CONTACT US 联系信息: Address: 200 Centennial Avenue, Suite 106, Piscataway, NJ 08854 Phone: (732) 896-0272 Email:

CINIDE has some ideas to lower your business taxes, get organized, and to prepare for filing your tax return. As the year winds down, here are some ideas to consider in order to help manage your small business and prepare for filing your upcoming tax return.

  1. Identify all vendors who require a 1099-MISC and a 1099-NEC. Obtain tax identification numbers (TIN) for each of these vendors with signed W-9.
  2. Consider accelerating income or deferring earnings, based on profit projections.
  3. Plan your stock or capital market trading strategies for capital gain and capital loss.
  4. Section 179, or bonus depreciation expensing versus traditional depreciation, is a great planning tool. If using Section 179, the qualified assets must be placed in service prior to year-end.
  5. *Business meals are 50% deductible in 2022 if certain qualifications are met. Retain the necessary receipts and documentation that note when the meal took place, who attended and the business purpose of the meal on each receipt.
  6. Consider any last-minute deductible charitable giving including long-term capital gain stocks.
  7. Review your inventory for proper counts and remove obsolete or worthless products. Keep track of the obsolete and worthless amounts for a potential tax deduction.
  8. Set up separate business bank accounts. Co-mingling business and personal expenses in one account is not recommended.
  9. Create expense reports. Having expense reports with supporting invoices will help substantiate your tax deductions in the event of an audit.
  10. Organize your records by major categories of income, expenses and fixed assets purchased to make tax return filing easier.
  11. Review your receivables. Focus on collection activities and review your uncollectable accounts for possible write-offs.
  12. *Make your 2022 fourth-quarter estimated tax payment by January 15, 2023.


  1. 确定需要 1099-MISC 和 1099-NEC 的所有供应商。获取每个供应商的税号 (TIN)。
  2. 根据利润预测,考虑加速收入或递延收入。
  3. 为资本收益和资本损失计划您的股票或资本市场交易策略。
  4. 第 179 条或奖金折旧费用与传统折旧相比,是一个很好的计划工具。如果使用第 179 条,合格资产必须在年底前投入使用。
  5. *如果满足某些条件,商务餐在 2022 年可 50% 抵扣。保留必要的收据和文件,在每张收据上注明用餐时间、参加者和用餐的商业目的。
  6. 考虑任何最后一刻的免赔额慈善捐赠,包括长期资本收益股票。
  7. 检查您的库存是否正确计数并移除过时或毫无价值的产品。跟踪过时和无价值的金额以进行潜在的税收减免。
  8. 设立独立的商业银行账户。不建议将商业和个人开支混合在一个帐户中。
  9. 创建费用报告。拥有带有支持发票的费用报告将有助于在审计时证实您的税收减免。
  10. 按收入、支出和购买的固定资产的主要类别整理您的记录,以便更轻松地提交纳税申报表。
  11. 检查您的应收账款。专注于收款活动并检查您无法收款的帐户是否有可能的注销。
  12. *在 2023 年 1 月 15 日之前缴纳 2022 年第四季度的预估税款。

Deductible Business Startup Costs 可抵税的创业成本

Many people start a new business and don’t know what to do with the various costs building up over time. Business start-up costs are amounts the business paid or incurred for creating an active trade or business, or investigating the creation or acquisition of an active trade or business.

Basically, owners should treat all eligible costs incurred before beginning to operate the business as capital expenditures. Generally, the business can recover costs for assets through depreciation deductions. What are the deductible startup business expenses? How businesses can recover startup costs from their taxes?

The business can deduct a limited amount of start-up and organizational costs. They can amortize the costs they cannot deduct currently over a 180-month period. This recovery period starts with the month the business begins to operate active trade or as a business.

Qualifying startup costs have the following characteristics

  1. Restriction:  costs in the same field as the one the business entered into
  2. Timing: costs paid or incurred before the day their active trade or business begins
  3. Amount: Start-up costs include amounts paid or incurred in connection with an existing activity engaged in for profit, and to produce income in an active trade or business, such as:
    • An analysis or survey of potential markets, products, labor supply, transportation facilities, etc.
    • Advertisements for the opening of the business.
    • Salaries and wages for employees who are being trained and their instructors.
    • Travel and other necessary costs for securing prospective distributors, suppliers, or customers.
    • Salaries and fees for executives and consultants, or for similar professional services.
  4. Nonqualifying costs: Deductible interest, taxes, or research and experimental costs.
  5. Special Costs of purchasing an active trade or business: Start-up costs for purchasing an active trade or business include only investigative costs incurred during a general search for or preliminary investigation of the business. These are costs that help in deciding whether to purchase a business. Costs incurred to purchase a specific business are capital expenses that can’t be depreciated as the costs that meet the above 4 characteristics.

If you need to know more, please contact us 联系信息 Cindy Yu, CPA

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

Phone: (732) 896-0272 Fax: (732) 676-1661




对于 2008 年 9 月 8 日之后支付或产生的成本,企业可以扣除有限的启动和组织成本。他们可以在 180 个月内收回目前无法扣除的成本。该恢复期从企业开始进行活跃贸易或作为企业开展的月份开始。





  1. 如果企业为经营现有的活跃贸易或业务而支付或招致该费用,则这是一项可以扣除的成本,该费用与企业进入的领域相同。
  2. 这是企业在其活跃的贸易或业务开始之前支付或产生的成本。启动成本包括为以下各项支付的金额:
  3. 对潜在市场、产品、劳动力供应、交通设施等的分析或调查。
  4. 开业活动的广告。
  5. 接受培训的员工及其导师的工资和工资。
  6. 为确保潜在分销商、供应商或客户的安全而产生的差旅和其他必要费用。
  7. 高管和顾问的薪水和费用,或类似的专业服务。





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.


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 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 )



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


– 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(

公司检查到期日期 提交年度报告 (