Advisory — Contract Gaps¶
Purpose: Enumerate the contracts, agreements, resolutions, and written instruments that should exist to support the current entity structure, tax positions, and operational arrangements — and flag where they don't. Paired with accounting/advisory-best-practices.md (operational posture) and tax/advisory-tax-benefit-areas.md (tax upside).
Scope: Contract-level gaps only. Does not attempt to practice law. The goal is to surface the list so Austin can triage with Pearce Bevill + US cross-border counsel (TBD) + Portilla, Ruy-Díaz & Aguilar + Japanese counsel (Yamashita Law / Withers).
Written: 2026-04-20. Not legal advice.
Why this matters¶
Every tax position, intercompany flow, and related-party transaction in this repo relies on an economic reality that should be papered somewhere. When papers don't exist, the defense is "parties' conduct demonstrates the agreement." That's sometimes enough, often not. For the specific fact pattern here — foreign corporations, related-party intercompany flows, intrafamily loans, claimed tax elections, and a disregarded-entity stack — contract gaps create audit-defensibility exposure even when the underlying transactions are legitimate.
Three failure modes this memo tries to head off:
- Characterization disputes. Is the wire a capital contribution, a loan, a distribution, or an intercompany settlement? Without a contract, the IRS or a Mexican tax authority gets to pick.
- Related-party scrutiny. §267, §482, Mexican transfer-pricing law — all assume arm's-length treatment of related-party transactions. Unpapered = deemed non-arm's-length = pricing adjustment + penalty.
- Third-party enforceability. A handshake loan to a friend is fine until it isn't. Written terms protect the recoverable basis.
Priority tier 1 — high-leverage gaps to close in 2026¶
1. RFH ↔ Renfroe Hospitality Group intercompany services agreement¶
What the relationship actually is: RFH acts as collection agent for RHG's USD-denominated guest revenue. RFH also pays a handful of RHG expenses from Brex Primary (Portilla fees, counsel fees, etc.). Periodic wires from JPMorgan → Santander MXN settle the running intercompany balance.
Why it needs to be papered: - Mexican tax authority (SAT) can look at USD guest payments flowing to a US account and either (a) deem them RHG revenue (the correct framing) or (b) deem them Austin-personal income that should have been booked somewhere else. Without a written services agreement establishing RFH as collection agent for RHG, SAT gets to pick. - US transfer pricing (§482): services rendered by RFH to RHG (USD banking, collection, FX management) need to be arm's-length priced. No fee at all is only defensible with a transfer-pricing memo explaining why. - Audit defensibility for 5471 Schedule M: the 5471's Schedule M requires reporting of all intercompany transactions. A written agreement is the first thing an examiner asks for.
Current status: Not drafted. Repo references this as a pending drafting exercise. Per accounting/casa-moksha-integration-plan.md Step 3, a framework draft is planned.
What should be in it:
| Element | Minimum content |
|---|---|
| Recitals | RHG's hotel operation, RFH's US banking infrastructure, prior informal arrangement |
| Scope of services | USD collection, currency conversion, settlement wires, ancillary expense payment on RHG's behalf |
| Remittance cadence | Monthly, or on-demand above a threshold; actual practice is ~every 6-8 weeks |
| Fee structure | Either (a) no fee with transfer-pricing memo citing de minimis service activity, or (b) arm's-length fee (typically cost + 5-10%) |
| FX risk allocation | Who bears FX gain/loss between USD receipt date and MXN settlement date |
| Retroactivity language | Covering Oct 2024 – present conduct; Pearce input on backdating vs. forward-only |
| Termination | Either party, with defined notice |
| Governing law | Typically Texas (RFH's state) or Mexico (RHG's country); counsel choice matters |
| Entity-conversion continuity | Survives RHG's S. de C.V. → S. de R.L. de C.V. conversion |
| Dispute resolution | Arbitration venue; applicable law |
Who needs to sign: Austin (on behalf of RFH) + Austin (on behalf of RHG — as the 99% owner prior to conversion, as the sole member after conversion).
Counsel needed: US cross-border tax counsel (TBD, Austin to identify) + Portilla Ruy-Díaz & Aguilar on Mexican-side effect.
2. RFH ↔ Renfroe Holdings GK treasury / services framework¶
What the relationship actually is: RFH has a narrow US-side conduit role for GK — the Brex 0593 account. One large sweep happened ($1.155M GK → Primary) related to the Mita funding path. The $350K from Jana → GK is a separate capital question. Most of GK's activity is in Japan.
Different from RFH↔RHG: GK doesn't need a USD collection-agent relationship — rent flows in JPY to Tokyo Star Bank. The RFH-GK relationship is treasury/capital, not services.
Why it needs to be papered: - 5471 Schedule M: intercompany transactions must be reported. Unpapered capital contributions vs. loans vs. distributions matter for Subpart F / GILTI / PFIC treatment. - Japanese tax authority: will want to see how GK's funding was structured. Contributed capital vs. loan from RFH has different Japanese tax consequences. - PFIC interaction: if GK is PFIC, RFH-to-GK flows are transactions with a PFIC — QEF elections, MTM accounting all key off the flow characterization.
What should be in it:
| Element | Minimum content |
|---|---|
| Characterization of historical RFH → GK flows | Were they capital contributions (increasing RFH's equity basis in GK) or loans? |
| Characterization of GK → RFH flows | The $1.155M sweep — loan repayment, distribution, or capital return? |
| Framework for future flows | Default characterization absent specific instrument (capital contribution by default, loans only with separate note) |
| FX treatment | How are JPY ↔ USD flows accounted for on both sides |
| Basis documentation | Running tally of contributions + distributions for 5471 Schedule F and Austin's basis in GK |
Counsel needed: Pearce + US cross-border counsel + Japanese counsel (Yamashita Law or Withers) for Japan-side.
3. AFR loan agreement — Austin's parents → Five Points BHM¶
What the relationship actually is: Austin's parents loaned funds to Five Points BHM to fund the ServisFirst Bank note purchase. Intrafamily loan at Applicable Federal Rate (AFR). Real bona fide loan with interest.
Why this needs to be papered tightly:
- §7872 applies to below-market loans. If the stated rate is below AFR, the difference is imputed income. Lender (parents) pay tax on phantom interest; borrower (Five Points) gets phantom interest deduction. Documenting at AFR avoids §7872 imputation.
- §267 applies to related-party interest — interest must be actually paid (not just accrued) to be deductible by Five Points. See tax/advisory-tax-benefit-areas.md §E6.
- Audit scrutiny on intrafamily loans is heightened. IRS routinely recharacterizes intrafamily loans as disguised gifts if documentation is weak.
- 1099-INT issuance to parents annually required if interest exceeds $10. Parents report as income on their 1040.
Documentation that should exist: - Promissory note stating principal, rate, maturity, payment schedule, events of default - Amortization schedule (either full amortization or interest-only with balloon) - Security agreement if secured (Five Points' interest in the ServisFirst note / 1006 property) - Annual interest payment records - 1099-INT issued to parents annually - Parents' personal returns showing interest income
Current status:
- decisions/log.md and tax/2025-filing-prep.md item #12 flag this as real debt, amortization schedule needed.
- open-questions.md doesn't specifically call this out as a missing doc but references it.
- AFR loan amortization template is on the fallback work queue (see todo/for-next-session.md).
Action: Draft (or confirm existence of) a complete set: note + amortization + security + 1099-INT records. Pearce + Alabama counsel (David C. Skinner LLC already on retainer for Birmingham matters).
4. Augusta rule rental agreement — Austin ↔ E.A. Renfroe & Company¶
What the relationship will be: Under IRC §280A(g), RENFROE (S-corp) rents W 3603 (Austin's personal residence) from Austin personally for documented business meetings, up to 14 days/year. See tax/advisory-tax-benefit-areas.md §B2 and tax/tax-strategies-reference.md §1.
Why documentation is critical: - §280A(g) is frequently audited. The deduction lives on RENFROE's 1120-S; the exclusion lives on Austin's 1040 (not reported at all if properly excluded). - Three pieces of defense matter: formal rental agreement, market-rate support (comparable short-term rental rates for W Austin 3BR+), and meeting documentation per day (agenda, minutes, attendees, business purpose).
Documentation that should exist: - Rental agreement between Austin (as landlord) and RENFROE (as tenant), with per-diem rate and booking mechanism - Market-rate study: 3 comparable W Austin short-term/event rentals supporting the rate (~$1,500/day cited in strategies reference) - Per-event booking confirmations: treat each of the 14 days as a discrete booking - Meeting minutes documenting: date, attendees, agenda, business purpose, decisions made - Invoice from Austin to RENFROE for each booked day (or monthly batched) - Payment trail: RENFROE check/ACH to Austin
Current status: Not drafted. Listed as prospective for 2026 in tax/2025-filing-prep.md Q16.
Action: Draft the rental agreement + market-rate study in early 2026 if Austin wants 2026-year benefit. Counsel-reviewed template is cheap and reusable.
5. Collection agent / payment processor agreements (formal authorization)¶
What the arrangement is: RHG's USD guest revenue flows through multiple channels — Brex Casa Moksha Dep, PayPal (Casa Moksha), Coinbase (new), and historically WF 6248. Each of these is a third-party financial intermediary holding funds for RHG via RFH or Austin.
Why it matters:
- PayPal TOS typically requires accounts to belong to the merchant of record. If the PayPal account is in Austin's name (or RFH's) but funds belong to RHG, that's a TOS-technical arrangement. Usually benign, but clean papering prevents disputes.
- Coinbase — newly set up Casa Moksha Coinbase (2026-04-19). Account ownership + KYC is important for eventual withdrawals. Who signed the application? Confirm account is in RHG's name or RFH's name with clean memo of agency.
- Wise — card activity mentioned in accounting/casa-moksha-integration-plan.md but no feed set up. Who owns the Wise account? If Austin personal, same collection-agent logic applies.
Action: 1. Review each payment processor's account ownership. If in Austin's personal name, shift to RFH or RHG where feasible. 2. If kept in Austin's name for operational reasons, add a one-page agency memo to each account noting the collection-agent arrangement — signed and dated, kept with the account records.
6. Oceana 433 property management agreement — Austin ↔ RFH¶
What the arrangement is: Oceana 433 is personally owned by Austin via Mexican fideicomiso. RFH operates it (guest management, expenses, etc.). Income reports on Austin's Schedule E directly.
Why it matters: - A property management relationship where one party (RFH) is handling money for another (Austin personally) should be papered — even between the same beneficial owner — to support the Schedule E treatment and prevent re-characterization by IRS or SAT. - Mexican side: SAT may query why a Mexican-property rental paid through a US LLC isn't reporting as RHG or Mexican-source. An agency/management memo solves this. - Eventual sale: if Austin sells Oceana 433 in the future, the §121 (won't apply — not primary residence) and §1031 (potentially) and Schedule E depreciation basis all benefit from a clear historical record of RFH's management role.
Action: Draft a property management agreement between Austin (owner) and RFH (manager) for Oceana 433. No fee or nominal fee, with transfer-pricing memo for the reason. Portilla Ruy-Díaz involvement on Mexican-side implications.
Priority tier 2 — structural / compliance gaps that matter¶
7. Renfroe Innovation formation documents¶
What's missing: Everything. Per context/entities.md, Renfroe Innovation has no documented legal form, state of formation, formation date, or EIN. First documented activity is the CONLEY ROSE $1,500 legal bill (2026-04-20).
Why it matters: - Until formed, "Renfroe Innovation" is a name on a Xero tracking option, not an entity. Any IP filed under this name has no owner. - CONLEY ROSE is handling IP/patent work. Those filings need to be in an actual entity's name to create valid rights. - If formed after IP is filed, an assignment will be needed — adds cost and creates a prior-art/prior-use risk window.
Action: Austin to decide: (a) entity form (LLC likely, given the existing preference), (b) state (Texas default, Delaware possible for IP holding), © ownership (RFH-held, subsidiary of RFH), (d) tax election (disregarded default unless specific reason).
Austin's own TODO already captures this. This memo flags the legal cost of delay: the longer Renfroe Innovation operates as a name without a form, the more assignment/transfer cost accumulates when it's finally organized.
Counsel: CONLEY ROSE (Houston IP firm) can likely form the entity concurrent with the IP work. Kim & Rosado or Travers Thorp Alberga may also have capacity.
8. Contractor agreements — Casa Moksha staff¶
Per accounting/advisory-best-practices.md §8, Miroslava's classification (contractor vs. employee) is a Mexican labor exposure. Same question applies to Alfredo, Rosi, Lucila — all paid in biweekly quincena form.
What's missing: - Signed written contractor agreements for any staff classified as contractors - Employment contracts (contrato individual de trabajo) for any classified as employees - Confidentiality and IP assignment clauses (important even for property managers who handle booking data, guest information)
Why it matters: - Mexican labor law presumes employment unless a written contract establishes clear independent-contractor status with defined scope, autonomy, and deliverables. Verbal "contractor" framing is typically deemed employment on audit. - Data / IP exposure: Miroslava has access to guest data, booking systems, financial information. Without NDA/confidentiality, post-separation disputes are harder to control.
Action: JME + Portilla Ruy-Díaz to review classification + draft appropriate contracts for each active staffer. Include confidentiality. If reclassification from contractor to employee is the outcome, plan the transition (aguinaldo, IMSS registration, vacation accrual start).
9. Marina slip sublicense agreements — ATX Marine and Renfroe Marine¶
What the arrangement is: - ATX Marine Holdings owns Dock 1 Slip 10, sublicensed to partners (Ranek Contracting, LLC is one — $38K inbound in Feb 2026). - Renfroe Marine Holdings owns Dock 2 Slip 18, rented to Jeremy J. Lees ($36,286 inbound "MARINA RENT 2025").
Why it matters:
- Lake Austin Marina master lease likely has restrictions on subletting. Any sublicense must comply with the master lease — confirm with marina.
- Renfroe Marine paperwork was originally in Austin's personal name (marina's error, resolved per context/entities.md). Need to confirm the marina acknowledges LLC ownership in writing; the open-questions.md lists this as resolved, but a written confirmation from the marina is better than a verbal OK.
- Sublicense tax/liability allocation: if a subletee causes damage or injury on the dock, who's liable? The LLC (and Austin personally if piercing-the-veil is successful) absent clean paperwork.
- Revenue recognition: clean sublicense terms = clean revenue recognition (periodic, accrual). Handshake = harder to match cash to period.
Action: 1. Review/locate the Ranek Contracting sublicense for Dock 1 Slip 10 (ATX). 2. Review/locate the Jeremy Lees lease for Dock 2 Slip 18 (Renfroe Marine). 3. For each: confirm signed, specifies term/rate/payment cadence, indemnity/insurance requirements, compliance with Lake Austin Marina master lease. 4. Obtain written marina acknowledgment that ownership sits with the LLCs, not Austin personally (especially for Dock 2 Slip 18).
10. Warren Bartlett Dock 8 Slip 7 Transfer Agreement — follow-through¶
Per context/entities.md: $100K paid Apr 2026 to Warren Bartlett for "Dock 8 Slip 7 June 1 2026 Transfer Agreement."
Status: Agreement referenced in payment memo; actual document should exist. Austin Marine is the counterparty-of-record.
Why it matters: - $100K capital event — paperwork must support the payment. - Transfer of slip lease rights; marina should be a party or acknowledge the transfer. - Capitalize to Austin Marine's basis in the slip lease right (per vendor-mappings COA note).
Action: Confirm the Transfer Agreement is executed, that Warren Bartlett has transferred per its terms on/after June 1, 2026, and that the agreement is saved in the repo and attached to the Xero basis record.
11. Bryan Cady $15K short-term loan — promissory note¶
What exists: $15K outflow from Primary on Brex with memo "Short term loan." Austin still needs to provide terms (rate, repayment date, written note).
Why it matters: - Without a note, $15K is a deduction-less capital outflow. If not repaid, it's a business bad debt (needs §166 qualification) or a gift (personal, not RFH). - Repayment timing affects revenue recognition if there's interest.
Action: Austin to (a) identify Bryan Cady, (b) confirm whether a written note exists, © if not, document the verbal agreement in a backdated note, (d) track repayment for 1099 or bad-debt treatment.
12. Capital contribution resolutions + running ledger¶
What's missing: Formal written resolutions for each significant capital contribution and distribution to/from sub-LLCs.
Why it matters — less for tax, more for third-party clarity: - Single-member disregarded LLCs don't require formal minutes/resolutions. But if Austin ever wants to (a) sell a sub-LLC, (b) take on a co-investor, © defend in court against a piercing-the-veil claim, or (d) document for a lender, formal resolutions matter. - Piercing-the-veil defense: the classic claim is "you treated this LLC as an alter ego — no minutes, no separate meetings, no formal capital events." A minimalistic resolution-per-capital-event is the defense.
Action: For each capital contribution/distribution above some threshold (e.g., $50K), a simple one-paragraph resolution signed by Austin (as sole member). Keep in a "resolutions" folder per entity. For the existing stack through 2025-2026, a backdated omnibus resolution ratifying all prior capital events can be drafted and signed once.
13. LP interest ownership clarification¶
Per 2026-04-20 decisions: ATP Fund II, Untapped I+II, Crosslink VIII, Garuda, Overwater are all held personally by Austin, not by RFH. The option to transfer to RFH is pending Pearce input.
Why it matters legally (separate from tax): - Each LP's subscription agreement and transfer restrictions must be checked. Many VC fund LPAs prohibit transfer without GP consent. - If transfers happen: assignment documents for each fund, GP consent for each transfer, basis tracking across the transition. - If transfers don't happen but RFH continues paying capital calls: the distribution framing (RFH → Austin → LP) must be papered so the LP's records reflect Austin-as-LP, not RFH-as-LP.
Action: Austin's call + Pearce's recommendation. If Pearce recommends transfer, engage each fund's counsel via their investor-relations function. If status quo (personal), confirm each fund's records correctly identify Austin as LP of record (not Renfroe Family Holdings).
14. $815K RENFROE shareholder loan — RENFROE-side documentation¶
Per 2026-04-20 decisions and context/entities.md: RENFROE loaned Austin the Mita money; Austin repaid RENFROE personally ($815,936 out of Primary, booked on RFH as distribution).
RENFROE is out of scope for this repo — but the loan documentation needs to exist on the RENFROE side: - Original loan note from RENFROE to Austin - AFR rate support - 1099-INT from Austin to RENFROE for interest (or from RENFROE to Austin if it was inverted) - §7872 compliance if below-market - Repayment record on RENFROE's 1120-S
Action: Not in this repo's scope. But flag to Pearce: "The $815K repayment shows up on Austin's personal and RFH books — confirm RENFROE's 1120-S treats this correctly (no interest accrual issues, proper principal/interest split, etc.)."
15. Jana $350K documentation¶
Per 2026-04-20: Austin contests Jana loaned to GK. The Brex memo says "FUND HOLDING CO." Austin investigates.
Why it matters legally: - If it's a loan from Jana to GK: promissory note, AFR rate, 1099-INT obligations annually, 5471 Schedule M reporting as related-party debt. - If it's a capital contribution: changes GK's ownership percentage for 5471 purposes — Austin not 100% owner of GK; Category 5b filing implications. - If it's a labeling error (transient pass-through that shouldn't have landed in GK): correcting journal entry plus Schedule M reversal.
Action: Austin calls Jana — 5 minutes — to confirm what it was. Document in context/people.md and flag for the 2025 5471 preparation.
Priority tier 3 — lower-urgency gaps¶
16. Yuriko Kato GK departure documentation¶
Per open-questions.md Q2: formal papers documenting Yuriko's Aug 19, 2025 retirement from GK membership.
Status: Austin says this was clean-papered by Japanese counsel; docs themselves should confirm.
Action: Retrieve from Japanese counsel (Yamashita Law or Withers). Add to repo under legal/gk-member-transitions/.
17. Cindy Canto separation documentation¶
Per accounting/advisory-best-practices.md §9 and open-questions.md Q21.
Action: If separation documents exist, upload to repo. If not, Austin writes memo-to-file summarizing circumstances + confirms with Portilla that the Mexican labor claims window has passed.
18. Kim & Rosado LLP engagement scope (unknown)¶
Per vendor-mappings.md: $19,282 across 8 transactions, memos "Invoice 1481," "Renfroe Holdings via Brex." Recurring counsel; engagement scope to confirm.
Action: Austin reviews recent Kim & Rosado invoices or emails firm contact. Document scope in context/people.md or reference_advisors.md.
19. Jackson Walker LLP "Kraft Matter" (unknown)¶
Per vendor-mappings.md: $40K paid to Jackson Walker, memo "Final Payment for Kraft Matter."
Questions: What is the Kraft Matter? Is it concluded? Was it tied to any acquired asset (in which case, capitalize to that asset's basis) or ongoing litigation (expense)?
Action: Austin to confirm the matter — 2 minutes. Categorize appropriately.
20. Casa Moksha guest liability waivers¶
What's possibly missing: Guest liability release forms, booking terms of service, property-damage / security-deposit terms.
Why it matters: A hotel guest injury + no signed waiver + no insurance coverage gap = litigation exposure that could reach through RHG into RFH if piercing-the-veil is available under Mexican law.
Action: JME + Portilla to confirm current booking-time disclosure practice. If gaps, implement standard guest-registration liability language in booking flow.
21. RHG entity conversion corporate resolutions¶
What the conversion is: S. de C.V. → S. de R.L. de C.V. in 2026. Trade name (Casa Moksha) unchanged. Mexican RFC unchanged (RHG230202Q53 continues). Pending.
Corporate actions needed (Portilla handles, but for repo completeness): - Board/shareholder resolution authorizing conversion - Amendment of articles / formation documents - Ownership structure restatement post-conversion (may shift to RFH per open questions) - SAT / Mexican registry filings - US-side 5471 treatment on Pearce's side (same entity continuing vs. new entity deemed formed)
Action: Ongoing — Portilla. Repo should capture the final resolution + new articles once executed, for the Xero tracking-category and 5471 updates.
22. Operating agreements for each sub-LLC¶
What's likely minimal: Most single-member LLCs are formed with short operating agreements (or even none, relying on state default law). The sub-LLCs in Austin's stack probably have minimal operating agreements.
When it matters: - Liability protection (piercing-the-veil defense) - Governing law and disputes - Transfer restrictions (matters if Austin ever takes on a co-investor or spouse post-marriage) - Exit / winding-up provisions
Action: Low priority while single-member. If Austin ever considers a co-investor or a spouse joining, revisit each operating agreement before the event.
23. Homestead designation on W 3603¶
Texas homestead is designated automatically for a primary residence used as such. But: - Official homestead designation on file with the county helps in bankruptcy / creditor contexts. - Augusta rule use (14 days/year) does NOT disqualify homestead (de minimis commercial). - Long-term rental conversion would end homestead.
Action: Confirm W 3603 has official homestead designation filed with Travis County. One-time paperwork.
24. Gavon A Renfroe Stock Trust documentation¶
context/entities.md flags this as "separate trust — not Austin's personally. Generated -$4M losses + $501K interest on 2024 return. Not part of this scope."
Note only: worth a one-time check that the trust has proper trust documents, trustee is correctly designated, Schedule K-1s flow properly, and that the -$4M loss is properly NOL-characterized (passes through to grantor or held at trust level depending on trust type).
Action: Confirm with Pearce that the trust structure is documented; leave alone otherwise.
Summary action list (prioritized)¶
For Austin's own TODO bucket — ranked by impact × urgency:
Tier 1 — 2026 priority 1. Draft RFH ↔ RHG intercompany services agreement (Step 3 of Casa Moksha integration plan) 2. Retrieve or create AFR loan documents (note, amortization, security, 1099-INT records) 3. Draft Augusta rule rental agreement + market-rate study (before July 2026 if claiming 2026 benefit) 4. Renfroe Innovation formation (consolidate with CONLEY ROSE's existing engagement) 5. RFH ↔ GK treasury framework (companion to #1, different fact pattern)
Tier 1 — Austin just needs to confirm / identify 6. Jana $350K conversation (5 minutes) 7. Bryan Cady loan terms (5 minutes) 8. Kim & Rosado scope + Jackson Walker "Kraft Matter" (5 minutes each) 9. Ranek Contracting sublicense + Jeremy Lees lease (locate existing docs) 10. Oceana 433 property management agreement (draft)
Tier 2 — 2026-2027 11. Staff classification review + contracts (Miroslava, Alfredo, Rosi, Lucila) 12. Capital contribution omnibus resolution (backdated, ratifying prior events) 13. Payment processor collection-agent memos (PayPal, Coinbase, Wise) 14. Yuriko departure documents (retrieve from Japanese counsel) 15. Cindy Canto separation memo-to-file 16. Casa Moksha guest waiver implementation (JME / Portilla to confirm) 17. RHG entity-conversion final resolutions (Portilla; final paperwork at conversion) 18. RENFROE-side $815K loan documentation review (via Pearce)
Tier 3 — nice-to-have / watch 19. Warren Bartlett Transfer Agreement confirmation 20. Marina master-lease confirmation (written acknowledgment) 21. Operating agreements for sub-LLCs (review / update if minimal) 22. Homestead designation on W 3603 (Travis County) 23. Stock Trust documentation review 24. LP interest transfer assessment (pending Pearce)
Counsel attribution summary¶
Rough guide to which counsel handles which category:
| Counsel | Scope |
|---|---|
| Pearce Bevill (CPA, AL) | Tax characterization, CTB, 5471/FBAR, 1099-INT, §267 / §7872 compliance |
| Portilla, Ruy-Díaz & Aguilar (MX) | RHG conversion, Mexican intercompany, Mexican labor + employment contracts, Mexican property + fideicomiso matters, guest liability |
| US cross-border counsel (TBD) | Intercompany services agreement, transfer-pricing memo, piercing-the-veil review |
| Yamashita Law / Withers (JP) | GK member transitions, Tokyo Star Bank matters, Yuriko departure, Japanese real estate trade-or-business documentation |
| CONLEY ROSE (IP, TX) | Renfroe Innovation formation + IP filings |
| David C. Skinner LLC (AL) | Five Points / 1006 / Birmingham matters |
| Kim & Rosado LLP | Scope TBD (Austin to clarify) |
| Travers Thorp Alberga | General RFH legal + Cayman matters |
| Texas counsel (TBD) | W 3603 homestead, Texas LLC operating agreements, Augusta rule documentation |
Related files¶
context/entities.md— entity structure, counterparty relationshipscontext/people.md— advisors, counsel, staffaccounting/advisory-best-practices.md— ops/documentation posturetax/advisory-tax-benefit-areas.md— tax opportunities that depend on some of these contractstax/2025-filing-prep.md— Pearce agenda; several items cross-referenceopen-questions.md— live list including several of the Tier 1 confirmationstodo/for-austin.md— where these action items would landdecisions/log.md— for logging outcomes