M. Jacko
Managing Partner and CEO

Michelle L. Jacko, Esq.

Managing Partner and CEO

Michelle L. Jacko, Esq. is the Managing Partner and CEO of Jacko Law Group, PC (“JLG”), which offers securities, corporate, real estate, and employment law counsel to broker-dealers, investment advisers, investment companies, hedge/private funds and financial industry professionals. In addition, Ms. Jacko is the Founder and CEO of Core Compliance & Legal Services, Inc., a compliance consultation firm.

Ms. Jacko specializes in investment adviser, broker-dealer, investment company and private fund regulatory compliance matters, internal control development, regulatory examinations, transition services, and operational risk management. Her consultation practice is focused on the areas of regulatory exams and formal inquiries, investment and merger and acquisition transactions, exit and succession planning, annual reviews, policies and procedures development, testing of compliance programs (including evaluation of internal controls and supervision), mock exams, senior client issues, cybersecurity, Regulation S-P, and much more.

Over the years and through a transformative market, Ms. Jacko has also developed service solutions throughout her practice, focusing on regulatory, compliance, commercial and corporate strategic solutions for the financial industry. Her practice focuses on formations and registration of broker-dealers, investment advisers and funds and platforms associated with each of these business models.  She focuses on transition and succession planning for companies, spearheading Jacko Law Group’s mergers and acquisitions practice area. She aligns her legal team to directly apply experienced legal acumen and business-savvy foresight to assist clients navigate and traverse the breakaway, formation, and growth plan for their corporation’s continued achievement, expansion, and upward trajectory.

Throughout this process, Ms. Jacko uses her 27 years of regulatory compliance experience to provide risk mitigation strategies to businesses.  She provides her clients with risk assessments, annual reviews and gap analysis, and serves as lead attorney for SEC and FINRA enforcement matters, regulatory formal inquiries, and regulatory examinations.  She has developed a practice that successfully helps our clients to be prepared for examinations through meticulous preparations, including mock interviews, compliance program document reviews, and counsel to members of senior management and interfacing with regulators throughout the process.   She frequently provides counsel on Chief Compliance Officer liability issues, assists advisors with regulatory reporting of disciplinary events and customer complaints, provides counsel on various representative onboarding and exit considerations and drafts complex agreements and client disclosure documents.

Utilizing an unparalleled service with a visionary strategy, Ms. Jacko’s counsel contributes to client success. She fosters trust amongst her team and has forged a path for JLG’s growing and multifaceted merger and acquisition practice, general corporate counsel services and regulatory compliance practice areas.

As a frequent presenter at national financial industry conferences, Ms. Jacko delivers insightful and thought-provoking workshops regarding industry hot topics and rising compliance issues. She is a frequent contributor to various industry journals and publications, including Barron’s Advisor, Charles Schwab, Investment Adviser Association’s IAA Today, National Society of Compliance Professionals’ CurrentsLawyer Monthly MagazineThomson Reuters, and more.  She also is a featured author in Modern Compliance, Vol. 1 and 2.

Ms. Jacko served as the former Vice-Chair of Education of the Corporations Committee for the State Bar of California Business Law Section and is a two-time Board member alumn of the National Society of Compliance Professionals. She is the Co-Founder and a member of the Southern California Compliance Group and also is a FINRA Arbitrator. Ms. Jacko is a member of Vistage International and actively participates in her community.

JLG and Ms. Jacko are proud to be members of the National Women Business Owners (NABWO) Corporation.

Throughout her career, Ms. Jacko has established herself as an influential leader, both locally and industry-wide. She has received numerous accolades and recognitions for her contributions, impact, and thought leadership. Since 2019, she has been selected as a finalist for San Diego Business Journal’s (SDBJ) CEO of the Year Award (2019-2022). She has also been selected for inclusion for the SDBJ’s 2022 Women of Influence 50 over 50, 2021 -2022 Women of Influence in Law SDBJ’s 2018-2022 Business Woman of the Year, 2020-2022 San Diego 500 Influential Business Leaders Award, 2020-2022 SD500, and prestigious 2020 Most Admired CEO Awards. Alongside the many awards from the SDBJ, Ms. Jacko  also was selected as a finalist for San Diego Magazine’s 2020–2021 Influential Women: Woman of the Year Award and was honored as a finalist for the 2019 NAWBO Bravo Awards - San Diego. International magazine CEO Today also selected Ms. Jacko as one of the 2019 and 2020 Business Women of the Year Awards. She also received Acquisition International magazine's Global Excellence Awards: Most Influential Woman in Securities Law 2019–2020 - San Diego, and locally was selected by San Diego Metro as one of the 12 Women of Influence in San Diego, CA.

Before starting both companies, Ms. Jacko previously served as Of Counsel at Shustak & Partners, PC. Prior to that, she was Vice President of Compliance and Branch Manager of the Home Office Supervision team at LPL Financial Services, Corporation (Linsco/Private Ledger). She also served as Legal Counsel of Investments and Chief Compliance Officer at First American Trust, FSB and held the position of Compliance Manager at Nicholas-Applegate Capital Management. In addition, Ms. Jacko was with PIM Financial Services, Inc., and Speiser, Krause, Madole & Mendelsohn, Jackson.

Ms. Jacko received her J.D. from St. Mary’s University School of Law and B.A., International Relations, from the University of San Diego. She is admitted to the State Bar of California and United States District Court, Southern District of California. Michelle holds NSCP’s Certified Securities Compliance Professional (CSCP) designation and is a member of the National Association of Women Lawyers (NAWL).

In addition to her many accomplishments, Ms. Jacko is also dedicated to giving back to her community and charitable organizations. Throughout the years she has dedicated her time and efforts to numerous organizations, including the Autism Tree Project, Wounded Warriors Project, the ASCPA, the San Diego Food Bank, School of the Madeleine and more. She also supports whenever she can the military community.  It is her dedication to her team, her practice and her community that has laid the foundation for JLG’s impact and continued growth and success.

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Practices :
Mergers & AcquisttionsPrivate Equity & Private Fund ServicesSEC/State: Regulatory Compliance Services
California Agencies Come Together To Suspend Non-Compliant LLCs
Formation Services Legal Risk Management Tips
January 29, 2009

In a time of current economic hardships, governmental agencies are working together to ensure compliance with applicable regulations. This is particularly evident in the securities industry with the recent enhanced efforts by the SEC, FTC and U.S. Department of Treasury, to name a few. California officials are taking notice, especially when the state is currently without a budget and forecasts an even larger deficit for years to come. As a result, state agencies are combining resources to crack-down on non-compliant limited liability companies (“LLCs”). The LLC has become an increasingly popular choice of entity due to its general protection of an owner’s (commonly referred to as a “member”) personal assets from any liability incurred by the LLC, and the favorable tax treatment provided by state and federal law. Registration with the state for an LLC is complete once it has filed its Articles of Organization and an information statement within 90 days thereafter. LLCs are required to meet certain ongoing filing and payment requirements in order to retain the status as an LLC. In its October 2008 edition of Tax News for Tax Professionals, the State of California Franchise Tax Board (“FTB”) released a notification that the FTB and the California Office of the Secretary of State (“SOS”) “are currently working together to implement a suspension/forfeiture process for Limited Liability Companies”1 that are registered with California.

This suspension/forfeiture program is the first time LLCs have been the focus of any compliance regulations since their introduction as a business entity by California’s Beverly-Killea Limited Liability Company Act in 1994. Though the FTB and SOS have joined resources, the FTB is in charge of this program with help from the SOS behind the scenes. The main goals of this program are to help the FTB reduce the tax gap and to bring non-compliant LLCs into regulatory compliance.2 Examples of non-compliance may include, but are not limited to: not filing state income tax returns, owing income fees, owing the minimum $800 annual LLC tax, or failing to file an information statement that is required every two years and carries a penalty fee of $250.3 With respect to this program, there are two areas of focus for a member of an LLC, notification and ramifications.

Notification: Already in effect, notices are being sent out monthly to any LLC registered with the state of California that has failed to meet its filing and/or payment obligations. In-state and out-of-state LLCs that have registered with California are subject to suspension whether or not they are currently doing business in the state. Although an LLC may cancel its registration with California at any time by filing a Certificate of Dissolution with the SOS, the LLC is still responsible for any and all outstanding payments and required filings. An LLC should expect to receive such a notice if it has failed to pay any outstanding fees, taxes, penalties or interest and/or failed to file a tax return.4 Notices will be mailed to the last known address for the LLC 60 days prior to any suspension or forfeiture is imposed.5 This allows the LLC time to complete the filing of required tax returns and pay any outstanding fees, taxes, penalties or interest to avoid suspension/forfeiture.

Ramifications: There are severe ramifications once an LLC has been suspended or forfeited from registration. Upon suspension/forfeiture, an LLC will no longer retain its authority as a “natural person” in conducting its business activities as defined by California statute. As a result, the suspended/forfeited LLC will lose its authority to:

  • Enter into any contract (and contracts entered into during the period of suspension/forfeiture will be void)
  • Assume obligations and incur liabilities as a separate person from its member(s)
  • Borrow or lend out money
  • Purchase or sell property
  • File a lawsuit, respond to a lawsuit or be represented in court6

In addition, the suspended/forfeited LLC with lose all rights to its business name. Once the LLC is suspended/forfeited, its business name immediately becomes available for use by the general public making no guarantees that the suspended/forfeited LLC will retain its original business name. When the LLC is no longer suspended/forfeited, it may be forced to choose another business name which could be costly in reputation and recognition, new marketing materials, client loyalty and other areas.

For securities firms formed as an LLC, its member(s) should review the firm’s corporate books and tax records for any outstanding filings or payments. If a firm discovers any missed filings or payments, it should take proactive steps to bring its firm into compliance as soon as possible. Additionally, the SOS is expecting to conduct its own suspension program beginning next year when the FTB suspension/forfeiture program ends.7 For more information, please contact us at (619) 298-2880.

Author: Michelle Jacko, Managing Partner, Jacko Law Group, PC (“JLG”). JLG works extensively with investment advisers, broker-dealers, investment companies, hedge funds and banks on legal and regulatory compliance matters.

For more information about this topic and other legal services, please contact us at (619) 298-2880, info@jackolg.com or visit www.jackolg.com. Thank you.

This article is for information purposes and does not contain or convey legal or tax advice. The information herein should not be relied upon in regard to any particular facts or circumstances without first consulting with a lawyer and/or tax professional.

1 Franchise Tax Board, Gearing Up for LLC Suspension Program, TAX NEWS, Oct. 2008, at 2, http://www.ftb.ca.gov/professionals/taxnews/2008/1008/1008.pdf [hereinafter Suspension Program].

2 Id.

3 Cyndia Zwahlen, California Officials Going After Noncompliant LLCs, L.A. TIMES, Jan. 12, 2009, at C4, available at http://www.latimes.com/business/la-fi-smallbiz12-2009jan12,0,4595527.story?track=rss.

4 Id.

5 Suspension Programsupra note 1.

6 Steven R. Harmon, Avoid the Suspense of Corporate Suspension, Morgan Miller Blair HomeBase News, July 15, 2002, available at http://www.mmblaw.com/newsevents.php?NewsID=36.

7 Zwahlen, supra note 3.

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