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Questions Answered by Michael Ray Smith
2 Answers | Asked in Business Formation and Business Law for Tennessee on
Q: Im going to start an ecommerce website. I do I need an LLC out the gate to protect myself?

Im wanting to start an ecommerce website. Do I need a LLC to protect myself just to test the business and the market. However, I do have an ok savings but I do not want to get sued. I'm scared that I would lose my personal savings if I don't.

What I mean by testing the business... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on May 17, 2022

I'm not a Tennessee attorney, but the answer to your question would be more or less the same in any state.

I agree with Mr. Wright. Yes, you should have an LLC out of the gate. A corporation is another alternative, but an LLC is generally the structure of choice for small...
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1 Answer | Asked in Employment Law and Business Law for Michigan on
Q: LLC is looking to take on its first&only employee,the job is all online work from home, how do I do it+what should I no?

To be more specific what taxes? how and when are they taken out? do I do them for employee? and for such a simple job will I need to give the employee any benefits? get insurance(s)? anything?

What else should I know? Anything and everything helps. Thank You!

Michael Ray Smith
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Michael Ray Smith
answered on May 4, 2022

Note that I'm not a Michigan lawyer, and I can't tell you about specific Michigan requirements, such as whether you need to buy workers' compensation insurance or pay into the unemployment compensation program if you have just one employee. (My guess is that the answer to both is... Read more »

1 Answer | Asked in Business Formation and Business Law for Indiana on
Q: What forms must be submitted to IRS if my LLC brings on a new member

I am the sole member in my LLC, and am planning on adding one or two more members in the near future. There is no operating agreement therefor I am going off of Indianapolis law. It says it needs to be in writing, do I need to dissolve the LLC and form it with the new partners or can I sign... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Mar 30, 2022

If your LLC is currently taxed as a disregarded entity (i.e., like a sole proprietorship so that you report all the tax items on your Form 1040 instead of filing a tax return for the LLC), and you add members, you will need a new EIN. The LLC will then be taxed either as a partnership (the default... Read more »

1 Answer | Asked in Business Formation for Florida on
Q: I am starting a single member LLC in Florida. I want my personal and business tax to be separately filed. What form?

I believe I need to fill out up for an 8832 but not sure what to select.

Michael Ray Smith
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Michael Ray Smith
answered on Mar 24, 2022

It depends on what you mean by having your business tax and personal tax returns filed separately. The following answer has some information that you appear to already know, but I'll give a full explanation for those who don't. The answer you're likely looking for is at the end.... Read more »

1 Answer | Asked in Business Formation for Alabama on
Q: As a sole proprietorship (side business, appliance repair) is there a way to shield myself legally w/o an LLC?

I only do 3 or 4 jobs a month. Is an LLC worth it?

Michael Ray Smith
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Michael Ray Smith
answered on Mar 23, 2022

A disclaimer: I'm not an Alabama attorney, and this isn't legal advice. For a real legal opinion, you should consult an Alabama lawyer who will be familiar with all the nuances of your state's law.

That said, I err on the side of setting up LLCs to conduct almost any sort...
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1 Answer | Asked in Business Law for Indiana on
Q: Is your llc prohibited to work with a nonprofit if you sit on their board?
Michael Ray Smith
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Michael Ray Smith
answered on Mar 10, 2022

Not necessarily, but it is an area of concern. It creates a conflict of interest on the board of directors that must be handled appropriately. The conflict needs to be disclosed to the rest of the board, and the arrangement needs to be approved by the remaining disinterested directors or by a... Read more »

1 Answer | Asked in Banking, Business Law and Gov & Administrative Law for Indiana on
Q: There are references like "As added by P.L.14-1992, SEC.163." in IC. What does this mean and where can I find the text

Searching old Indiana Code and can't find anything. Example - IC 28-13-10-1 references the above. IC 28-7-1-16(d) and IC 28-13-10-1(b) are similar except the latter states "Unless the articles of incorporation or bylaws provide otherwise...." I need to find which IC controls, if... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Mar 8, 2022

What does that mean? Once a bill is passesd by the General Assembly, it is called a Public Law and assigned a number. P.L. 14-1992 Sec. 163 refers to Section 163 of Public Law 14 signed by the Governor in 1992, but that's about all you can tell from the number. Public Laws are difficult to... Read more »

1 Answer | Asked in Business Formation for Oregon on
Q: Can I use the word Mockingjay in a business name?

For example, I would like to name a non-profit I am creating, Mockingjay Medical

Michael Ray Smith
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Michael Ray Smith
answered on Mar 2, 2022

Given the connection of that name with the Hunger Games series, I'd be extremely cautious. Are you sure it's even a good business idea? In any event, you should consult with an intellectual property lawyer before using it in a business name.

2 Answers | Asked in Criminal Law, Personal Injury, Civil Litigation and Libel & Slander for Indiana on
Q: I just got a notice from the plaintiff for a deposition. A hearing for a motion to dismiss is scheduled. Do I go anyway

It is a civil tort case. The plaintiff served me by publication and I have yet to see his original complaint, yet still just got sent a notice for deposition. The plaintiff even included costs of deposition. Do I have to go? There’s a hearing for a motion to dismiss scheduled and the courts... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Mar 1, 2022

I agree with Mr. Candiano. I’ll add that your attorney might decide to reach out to opposing counsel to negotiate a later date for the deposition, after the court rules on the motion to dismiss. However, as did Mr. Candiano, I’ll emphasize you should discuss it with your attorney. I’m... Read more »

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3 Answers | Asked in Business Formation, Business Law and Real Estate Law for Florida on
Q: Do I need to put each of my corporate leases into separate LLC for asset protection?

I have started a short term rental business and I am trying to scale.

Michael Ray Smith
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Michael Ray Smith
answered on Feb 26, 2022

I agree with my colleague that separating real estate holdings into different LLCs is generally a good idea to protect each property from any liability that might arise from another property. It is important to manage each LLC as if it is truly a separate entity in order to prevent a court from... Read more »

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1 Answer | Asked in Business Formation and Trademark for Massachusetts on
Q: Do I have to get a license to use the Red Sox B Service Mark in order to use it as a small part of my business name/logo

The Red Sox ‘B’ Service Mark, while used almost exclusively by the Boston Red Sox, is more closely aligned with representing the city of Boston as a whole… my business name utilizes the term BOSSTOWN, and I would like to use the ‘B’ Service Mark for the B in BOSSTOWN. The two businesses... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Feb 12, 2022

I see that you posted your question not only under Business Formation but also under Trademark. That's good because you need the advice of an intellectual property lawyer, someone who practices trademark law regularly. There are a number of factors to consider. Depending on the answers, the... Read more »

1 Answer | Asked in Civil Litigation for Indiana on
Q: Where can find Indiana statutes regarding vicarious liability in civil law?
Michael Ray Smith
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Michael Ray Smith
answered on Feb 11, 2022

There are all sorts of types of vicarious liability, so there's not one single answer, but most law on vicarious liability is case law, not statutory. That means the principles have been established by written, published decisiohns appellate courts -- in Indiana, the Indiana Court of Appeals... Read more »

1 Answer | Asked in Landlord - Tenant for Indiana on
Q: I live in Indiana. I am renting a house through a property management company. The owner of the property sold the home.

The new owner is with a different property management company. Do I have to remain in the lease

Michael Ray Smith
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Michael Ray Smith
answered on Feb 11, 2022

It depends on what the lease says...but probably.

1 Answer | Asked in Business Formation on
Q: Does a business have to be incorporated in the state in which it operates? What is the benefit or cons?

I created a LLC in Wyoming (based on a suggestion, for some reason). However I will be doing 100% of my business in Ohio. I am working on registering my business with the OH Sec of State and am super confused. They said I essentially had three options: 1) File as Foreign LLC in OH, keep LLC in WY.... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Feb 10, 2022

As always, answers to these questions should not be considered legal advice, and that applies to this question even more than usual because it cuts across state lines, and most lawyers are admitted in only one or a few states. Me, I'm admitted only in Indiana. So -- this is not legal advice... Read more »

1 Answer | Asked in Criminal Law and Appeals / Appellate Law for Indiana on
Q: What's does transmitted for transfer (supreme court) mean
Michael Ray Smith
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Michael Ray Smith
answered on Feb 6, 2022

I'm not sure what "transmitted for transfer" means, but the process after the Indiana Court of Appeals renders a decision is that a party who doesn't like the Court of Appeals decision can file a petition to transfer the case to the Indiana Supreme Court. The party asking for... Read more »

2 Answers | Asked in Tax Law, Business Formation, Business Law and Trademark for Indiana on
Q: Does an online apparel brand, w booth at local fairs need to register as a retail merchant? Or just add sales tax?

It will be sourced through print on demand, so I will not personally be fulfilling the orders, except at the occasional booth set up at a local fair/farmers market. The sales goal is greater than the threshold for collecting tax. It is a sole proprietorship. A trademark application will be... Read more »

Michael Ray Smith
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Michael Ray Smith
answered on Feb 2, 2022

Kudos for thinking about sales tax.

The business (whether a sole proprietor, LLC, corporation, however the business is organized and operated) needs to obtain a Registered Retail Merchant's Certificate to collect and remit sales tax. You will first need a tax ID for the business. If...
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1 Answer | Asked in Contracts, Business Formation and Business Law for Indiana on
Q: My dad was the sole owner of an llc. He has since passed away. Do we restructure or start a new one?
Michael Ray Smith
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Michael Ray Smith
answered on Jan 16, 2022

A single member LLC is dissolved unless, within 90 days of the member's death, the deceased member's personal representative takes action to designate at least one new member. If an attorney was hired to handle the probate estate, talk to that attorney about it, or contact a lawyer... Read more »

1 Answer | Asked in Business Formation on
Q: Is a shareholder liable to conflict of interest if he is not a director?

There is a shareholder in my company decided to start up a new company that is a total reflection of my company. However he did not disclose this company, I found out my accident in social media.

Michael Ray Smith
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Michael Ray Smith
answered on Oct 20, 2019

That’s a very interesting question. A partner in a partnership has a fiduciary duty that would be breached by that sort of act, but generally shareholders of a corporation

do not owe each other that sort of fiduciary duty. However, in some states the shareholders in closely held...
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2 Answers | Asked in Estate Planning for Indiana on
Q: We live in Indiana and wish to do a transfer on death deed We are husband and wife ownership
Michael Ray Smith
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Michael Ray Smith
answered on Oct 20, 2019

You can search for a lawyer by clicking on "Find a Lawyer" at the top of the page. If you wish to contact our firm, you can click on my name to get our contact information.

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1 Answer | Asked in Estate Planning for Indiana on
Q: We live in Indiana and my wife and I wish to add beneficiaries on our house How is that done?
Michael Ray Smith
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Michael Ray Smith
answered on Oct 20, 2019

Your question leaves out a lot of information that a lawyer will need to give you definitive advice, but the first thing that comes to mind as something that may meet your goals is a transfer-on-death deed.

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