When you need someone who knows how to build a strong legal foundation for your real estate project, look to Phil Jelsma. Phil applies his strategic advice, tax counsel and transactional support on entity formation and joint ventures to protect your interests, minimize your tax liabilities and ensure the long-term success of your project.

With nearly 30 years of experience in structuring sophisticated real estate and business transactions, Phil brings to CGS3 a deep knowledge of real estate exchanges, syndications, nonprofit corporations and international tax planning. His practice focuses on limited liability company (LLC) and partnership business and tax planning, with an emphasis on real estate and nonprofit corporations.

“Entity formation is about putting like-minded people together to achieve a common goal. My goal is to help clients build a legal foundation that sets them up for success.”

Phil’s extensive experience supporting corporate mergers and acquisitions includes representing buyers and sellers in consolidations, stock and asset purchases, management buyouts, and related transactions. He also advises on entity formation, fiduciary duties, inter-partner relationships, the issuance of stock and other ownership interests, recapitalizations and reorganizations, officer and director issues, corporate governance, stock option and appreciation rights plans, and contract preparation.

Prior to joining CGS3, Phil was a partner in the San Diego offices of McKenna Long & Aldridge LLP and Luce Forward Hamilton & Scripps LLP (now Dentons).

As part of his legal practice, Phil serves as an expert witness in partnership and LLC disputes, particularly fiduciary duty and allocation issues, and attorney standards of care. He also has served for three years on the Executive Committee of the Taxation Section of the California State Bar, and is an active participant in ABA tax subcommittees. Since 1989, Phil has been an Adjunct Professor at the University of San Diego School of Law where he specializes in tax law.

 

Professional & Community Involvement

• Veterans Medical Research Foundation, Chairman of the Board
• Palo Alto Veterans Institute for Research, Board Member
• Veterans Research Alliance, Board Member
• CONNECT, Board Member and Executive Committee Member
• The Rancho Santa Fe Foundation, Advisor
• Rise Up Industries, Volunteer
• Columbia Sin Borders, Volunteer
• Cristo Rey Site Selection Committee, Volunteer
• Editor-in-Chief, California Tax Lawyer (1992-1993)

Accolades

• “Top 25 OZ Influencers: Attorneys,” Opportunity Zone Magazine (2019)
• San Diego Super Lawyers (2011-2019)
• “Lawyer of the Year – San Diego,” Tax Law, Best Lawyers (US News & World Report) (2016, 2019)
• “Best Lawyers in America – San Diego,” Tax Law, Best Lawyers (US News & World Report)
  (2011, 2016-2019)
• “50 Influential Leaders,” The Daily Transcript (2018)
• “Top Lawyers,” San Diego Magazine (2018)
• Top 50: 2017 San Diego Super Lawyers (2017)
• “2017 Top Lawyers,” International Taxation, San Diego Magazine (2017)
• “San Diego’s Best Attorneys,” Tax, San Diego Metropolitan (2011, 2015)
• AV Preeminent Rating, Tax, Martindale-Hubbell

Publications

• Co-Author: “The Limited Liability Company” – James Publishing (2014)
• Co-Author: “California Enterprise Zone Tax Credits: FTB Audit Authority Confirmed” – MLA Real Estate Advisory – April 27, 2012
• “President Signs Tax Relief, Unemployment Insurance Reauthorization and Jobs Creation Act of 2010″ – December 20, 2010
• “Congress Passes Tax Bill” – December 17, 2010
• “Details of New Tax Bill Beginning to Emerge” – December 10, 2010
• “President Obama Reveals the Deal Framework for Extension of Tax Cuts” – December 7, 2010
• “President Signs Small Business Jobs Act of 2010″ – September 27, 2010
• “IRS Issues Long Awaited Regulations on Series LLCs” – September 17, 2010
• “California Sales Tax Exemption for Renewable Energy Equipment” – April 13, 2010
• “Treasury Department Issues Proposed Regulations on FBARs” – March 19, 2010
• “HIRE Act to Help California Businesses” – March 19, 2010
• “Minimizing Taxes Through Effective Planning” – Transworld Business – March 12, 2010
• “The New IRS Wealth Squad Is Coming in 2010 – Are You Ready?” – January 5, 2010
• “Congress Poised to Provide Real Estate Industry Tax Relief” – November 5, 2009
• “All Businesses With at Least $100,000 Gross Receipts Must Register With the California Board of Equalization” – November 2, 2009
• “Investment Tax Credits Available to Manufacturers of Advanced Energy Equipment” – September 11, 2009
• “Treasury Announces $2.3 Billion in Tax Credits for Renewable Energy Manufacturers” – August 26, 2009
• “Tax Court Considers a Treatment of Limited Liability Companies for Purposes of Passive Losses” – July 20, 2009
• “California Introduces Film and Production Credit” – May 28, 2009
• “IRS Places Time Limit on Five-Year Carrybacks” – May 21, 2009
• “Stimulus Bill Provides Benefits for Renewable Energy Sources” – April 23, 2009
• “Federal Five-Year Loss Carryback Benefits San Diego Small Businesses” – April 15, 2009
• “Stimulus Bill Provides Benefits for Builders and Developers” – March 31, 2009
• “Stimulus Bill Provides Tax Relief” – February 18, 2009
• “Generous Energy-Related Tax Provisions Included in Bailout Bill” – October 24, 2008
• “California to Regulate Qualified Intermediaries Next Year” – October 16, 2008
• “Court of Appeals Affirms LLC Fee as Unconstitutional” – February 15, 2008
• “California Franchise Tax Board to Enforce Withholding on Non-Resident S Corporation Shareholders” – January 12, 2007
• “Superior Court Finds LLC Fees Unconstitutional” – March 24, 2006
• “U.S. – Mexico Protocol Further Reduces Withholding Taxes” – August 15, 2003
• “Summary of Jobs and Growth – Tax Relief Reconciliation Act of 2003″ – May 28, 2003
• “The Ethics of Non-Equity Partners at California Law Firms” – Business Law News of the State Bar of California – 2003
• “IRS Clarifies Treatment of Husband and Wife Single-Member LLCs; and Related News” – November 8, 2002
• “Budget Compromise Is Bad News for California Taxpayers” – September 27, 2002
• “I.R.S. Clarifies Tax Treatment of LLCs” – California Tax Lawyer – 1995
• “Catching the Next Wave: Limited Liability Companies Come to California” – California Tax Lawyer – 1994; reprinted inState Tax Notes
• “Federal Tax Update” – California Tax Lawyer – 1991-1992
• “Tax Considerations in Settling a Case” – 4 California Litigation 15 – 1990