Business Law Questions & Answers by State

Business Law Questions & Answers

Q: must a us company divulge the identity of competing bidders?

2 Answers | Asked in Business Law for California on May 20, 2014

Answered on Dec 17, 2014

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Mr. Robin Mashal's answer
I am afraid your question is clear. Please post your question again and provide more detail and context.

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Q: I have a company registered 25 yrs ago but never used it. it is now in suspension. how can i restore it?

1 Answer | Asked in Business Law for California on Feb 12, 2013

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

If a California corporation fails to file tax returns with the California Franchise Tax Board ("FTB") and pay the related FTB taxes, or the corporation fails to file annual statement of information with the California Secretary of State, the entity will be suspended. In order to revive such a corporation, you will need to do all the following:

(1) file FTB returns for...

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Q: Is it legal for an llc to take invesment loans using a property for more money than the property is worth?

1 Answer | Asked in Business Law for California on Dec 5, 2012

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Your question is a bit unclear. Generally, receiving any "investment" money would be restricted by the federal securities laws and the state blue sky laws. Furthermore, the borrower should be truthful as to the value of any collateral used for obtaining secured loans. I suggest you retain your own attorney and discuss the facts of the matter in detail with your attorney.

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Q: Can a partner in an LLC take the assets of the company after it is dissolved?

1 Answer | Asked in Business Law for California on Jun 20, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

You need to provide additional detail to help us understand your question. Who were the LLC members? Why was the LLC dissolved? What were the terms of the LLC dissolution? Be sure to consult your own attorney to protect your legal rights.

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Q: A Bus broker listed my Bus. for sale, but his employees are handling all the clients and all the details. Is this legal?

1 Answer | Asked in Business Law for California on Mar 7, 2013

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

The answer to your question will depend on the nature of the activities the "employees" are handling. Many brokers have licensed salespersons working at their offices. So long as the broker properly supervises the salespersons, the salespersons can assist the broker. Be sure to consult your own attorney to protect your legal rights.

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Q: What dos dismissed with prejudice mean?

1 Answer | Asked in Business Law for California on Jan 15, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

When a plaintiff files a civil complaint, she/he will name certain defendants in the action. If the plaintiff wishes to release a defendant from the lawsuit, she/he has the option to dismiss the defendant "without prejudice" or "with prejudice." A dismissal without prejudice does not affect plaintiff's right to bring the same claims against the same defendant again. However, if...

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Q: can i cancel my business agreement?

1 Answer | Asked in Business Law for California on Jun 28, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

The answer will depend on the terms of your purchase agreement. Typically, a purchaser cannot cancel the deal unless a "contingency" is not met; if a purchaser tries to cancel without proper justification he/she will lose his/her earnest money deposit. Be sure to consult your own attorney to protect your legal rights.

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Q: How can I find someone with experience in valuating small businesses in Marin County CA?

1 Answer | Asked in Business Law for California on Sep 19, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Probably you can start by speaking to your CPA, as your CPA should be familiar with the financial status of your company. You can also search for professional business appraisers and compare their credentials and fee structure. Be sure to consult your own attorney to protect your legal rights.

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Q: LLC

1 Answer | Asked in Business Law for California on Oct 14, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Your question is not clear. If you and this "investor" become members of the LLC, you will share in the income/loss of the LLC no matter from what source those income/loss are generated. I highly recommend you retain an attorney to help you setup the LLC and help you understand the legal ramifications of the transactions you are about to enter into. Beyond the entity formation...

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Q: I lent $25,000 to two people/their Llc.Co. in CA almost 10 years ago. "Llc."=Legally don't have to pay back?

1 Answer | Asked in Business Law for California on Oct 21, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Your question is not clear. What were the terms of your loan? When were the borrowers supposed to repay the money to you? Have the borrowers made any payments to you since you made the loan? I suggest you immediately retain your own attorney so your attorney can advise you of your rights.

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Q: My partner is selling our business without meeting my first right of refusal requirement & shareholder information

1 Answer | Asked in Business Law for California on Oct 25, 2014

Answered on Dec 15, 2014

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Mr. Robin Mashal's answer
Disclaimer: The materials provided below are informational and should not be relied upon as legal advice.

Your question is not clear to me. Do you mean to say your partner is selling his shares in the business without giving you the right of first refusal, or is it that your partner listed the entire business for sale without your consent? Either way, your reference to "settlement agreement" and "arbitration" leads me to believe you and your partner have had a falling out. I...

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Q: Hello I received a lawsuit but my company was closed 1 year ago, the plaintiff involved me individually too, I respond

1 Answer | Asked in Business Law for Florida on Dec 13, 2014

Answered on Dec 14, 2014

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Keith Petrochko's answer
How was your company closed? Did you file with the state to close it or did you just stop paying for the license? Does the company still have assets? How it was formed may dictate if you are personally responsible for the companies liabilities.

...

You need to schedule a consultation with an attorney immediately.

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Q: Can a LLC in a different state buy real estate in the State of Virginia without registering with the State of Virginia

1 Answer | Asked in Business Law for Virginia on Nov 22, 2014

Answered on Dec 10, 2014

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Thomas H. Roberts Esq's answer
The answer is governed by statute. In pertinent part, § 13.1-1059, entitled Transactions not constituting doing business, reads as follows:.

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this article:...

7. Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;

8. Securing or collecting debts or enforcing deeds of trust and...

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Q: Do you have to have a license to practice cosmetology in the state of Montana?

1 Answer | Asked in Business Law for Florida on Dec 4, 2014

Answered on Dec 7, 2014

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Keith Petrochko's answer
You would have to ask a Montana attorney.

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Q: Proxy statements are provided to shareholders by a corporation before a shareholders meeting or any other vote by...

1 Answer | Asked in Business Law for Florida on Dec 5, 2014

Answered on Dec 6, 2014

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Fred Koberlein's answer
Your question asks the reader to determine whether your statement of a facts is actually true or false. Due to the fact that we, the readers, do not know whether the facts occurred we, therefore, cannot answer your statement.

If you are asking whether proxy statements may be provided to shareholders prior to a meeting, the question would be answered in the affirmative. Chapter 607, Florida Statutes regulates corporations in Florida and it is titled the "Florida Business Corporation...

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Q: I need business advice

1 Answer | Asked in Business Law for North Carolina on Sep 24, 2014

Answered on Oct 23, 2014

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Nathan Hull's answer
The UCC covers this transaction and there is a strong possibility that the customer has the right to reject, or revoke acceptance of, the entire order. This all hinges on facts that are not apparent. The primary issue is whether the buyer agreed to accept the items in installments or otherwise previously accepted the goods received. For an agreement where there is supposed to be a single delivery the perfect tender rule may apply which would allow the buyer to reject the goods in whole or in...

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Q: We are a family run business in Yancey County...new road is not allowing full access to our business. Can we change this

1 Answer | Asked in Business Law for North Carolina on Oct 20, 2014

Answered on Oct 23, 2014

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Nathan Hull's answer
More facts would have to be known to property answer this question. That being said, you may be entitled to an easement and road access if you have suddenly become landlocked due to changes in the roads.

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Q: Knowledge during Merger

1 Answer | Asked in Business Law for New York on Aug 24, 2014

Answered on Sep 4, 2014

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Ray Beckerman's answer
Yes there is a great body of caselaw on the duty to disclose hidden risks prior to a merger.

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Q: My friend wants to add me as partner to his LLC company that was formed 2 yrs ago by an attorney. I want to add clause,

1 Answer | Asked in Business Law for New Jersey on Aug 29, 2014

Answered on Sep 4, 2014

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Ray Beckerman's answer
This is absolutely not something you should be doing without a lawyer; you are making a big mistake trying to do it on your own.

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Q: Is there any difference in powers and authority of corporate secretary and assistant corporate secretary in Delaware law

1 Answer | Asked in Business Law for Delaware on Aug 14, 2014

Answered on Aug 14, 2014

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Charles Snyderman's answer
No. The differences, if any, would be set forth in the company's bylaws.

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