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Questions Answered by Joseph B. LaRocco
1 Answer | Asked in Business Formation and Business Law for Connecticut on
Q: Can I use a virtual address to form my LLC in Connecticut?

I tried iPostal1 it was denied, my friend in the past used Regus but I’m not sure how valid that is

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Jan 25, 2022

Yes. The directions to filing provide as follows:

"PRINCIPAL OFFICE: Include street number, street name, city, state, and zip code. No P.O. Box."

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Also, in Connecticut a limited liability company must list the name and address of a registered agent with a...
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1 Answer | Asked in Business Law for Texas on
Q: I will like to appoint a new director to the board of a delaware c corp and amend bylaws.
Joseph B. LaRocco
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Joseph B. LaRocco
answered on Dec 27, 2021

You have to look at the bylaws to see how and when directors can be added to the corporation. If the bylaws are silent on that matter, it may require a majority vote of shares held by the shareholders to increase the number of directors.

Do the bylaws all for annual appointment of directors...
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1 Answer | Asked in Business Formation and Business Law for Ohio on
Q: Can I start a business. That hires another business to do the work?

Example if I have a window cleaning business. And I hire another company to do the actual work.

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Dec 20, 2021

Yes, this is commonly done in many businesses including web-development, construction, various service businesses, and software development. The only exception would be if you sign a contract with the customer stating you will do all the work or that you represent you "will not"... Read more »

1 Answer | Asked in Employment Law and Business Law on
Q: can a company file a case against me after quitting and then starting my own company in the same field or domain.

Respected Lawyers, My query is that can a company file a case against me after quitting and then starting my own company in the same field or domain and then contacting a person inside that company and giving them some freelancing work to do. The Board of Directors were threatening us stating that... Read more »

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Dec 4, 2021

This all depends on the terms and conditions of the employment agreement or independent contractor agreement you signed with the company. Many employment agreements or independent contractor agreements contain "non-solicitation clauses" that would restrict you from soliciting employees of... Read more »

1 Answer | Asked in Employment Law and Business Law for Iowa on
Q: I’m being asked to sign a non-disparagement agreement in order to collect a severance package.

Are conversations held prior to the presentation of the agreement excluded?

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Nov 18, 2021

Non-Disparagement Agreements are being quite common. They are enforceable, however, if no liquidated damages are stated in the agreement it might be quite difficult for the company to prove actual damages if you breach the agreement and say something derrogatory about the company, its officers,... Read more »

1 Answer | Asked in Business Law, Legal Malpractice and Consumer Law for Texas on
Q: In El Paso, Texas businesses are charging 3% surcharges for using card regardless of how much you spend. Is this legal?

They dont care what card you use, they only go cheaper if it’s cash. Where do I go to dispute these charges. It’s not fair to the consumer that they pass their charges onto me when making payment. I dont want to carry 500-1000 dollars to avoid paying 3%

Joseph B. LaRocco
PREMIUM
Joseph B. LaRocco
answered on Nov 2, 2021

Yes, unfortuantely it is legal in Texas and almost all states. The company does have to post a notice of what they are charging you and the bill should show the charge separately, They can charge up to 3.99%. If you are a very good customer or making a large purchase, ask the store owner or manager... Read more »

1 Answer | Asked in Business Formation and Business Law for Illinois on
Q: Can I change the name of my current LLC and later reopen a new LLC with my current name?

Can I change the name of my current LLC and later reopen a new LLC with my current name? Or would the name be unavailable? Example: changing my current LLC named "Blue" (that sells clothes) into a new name "red" (and be a completely different business model). In a couple years... Read more »

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Nov 2, 2021

The simple answer is "Yes", as long as that name is still available and no one else has taken it. Once you change the name from Red to Blue, the name Red will be available and someone else might take it. Some states allow you to reserve a company name for a fee. For instance, Delaware... Read more »

1 Answer | Asked in Business Law for Connecticut on
Q: I am looking at a contract and need to know what this means?

Except to the extent paid in settlement from any applicable insurance policies, and to the extent

permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party,

and its respective affiliates, officers, agents, employees, and permitted successors and... Read more »

Joseph B. LaRocco
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Joseph B. LaRocco
answered on Aug 17, 2021

This is what is commonnly referred to as a hold harmless and indemnity clause and can be found in most business contracts as well as sales of LLCs, corporations, businesses, and even asset purchase agreements. I also include this type of clause in consulting agreements and independent contractor... Read more »

1 Answer | Asked in Business Formation and Business Law for Connecticut on
Q: Is it possible to hire an Attorney for just a nominee service (NOT a registered agent) for my corporate registration?

Many "publishers" offer to complete corporate registration forms for your new LLC or Corp with whichever state you choose and some offer registered agent service. Some offer an additional step by offering a nominee if you need privacy. Their rates are often double even triple what a... Read more »

Joseph B. LaRocco
PREMIUM
Joseph B. LaRocco
answered on Jul 29, 2021

Most corporate attorneys can handle this. They may also be found under categories such as "corporate governance" corporate transaction" or "corporate formations" Use Justia and look under those categories.

If the attorney will act as a nominee, there may be an...
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1 Answer | Asked in Business Law for Connecticut on
Q: Do shareholders have the right to access Board of Directors Meeting Minutes in the State of Connecticut?
Joseph B. LaRocco
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Joseph B. LaRocco
answered on Jul 13, 2021

According to Connecticut General Statutes Sec. 33-946, shareholders of a Connecticut corporation are entitled to inspect the records of the company, including Board of Directors meeting minutes. If the company is uncooperative with a verbal request, then according to Connecticut State Business... Read more »

1 Answer | Asked in Business Law for Connecticut on
Q: Hi. I wanted to start a small business, I wanted to name it after a fictional character from a movie.

In the movie Young Guns, there is a character named Dirty Steve Steven's. I am looking into opening my own homemade soap business and calling it Dirty Steve's Homemade Soap. I want to use a chicken as the mascot but want it to be dressed like the character. Is this legal?

Thanks

Joseph B. LaRocco
PREMIUM
Joseph B. LaRocco
answered on Apr 14, 2021

Dave:

It really depends on whether or not the name is copyrighted. Even if it is not, the production company or studio that has the rights to the movie, and that is protected by copyright. They can decide to sue you claiming that since the movie is copyrighted, so is the name of the...
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1 Answer | Asked in Land Use & Zoning for Connecticut on
Q: The previous owner of our property stole land from our neighbor to expand driveway 10 years ago who legally owns It now

Our neighbor is trying to cut into our driveway to get back to original land plots but she never disputed it when the previous owner took her land and we bought it with the driveway as is

Joseph B. LaRocco
PREMIUM
Joseph B. LaRocco
answered on Nov 18, 2020

Adverse possession is recognized under Connecticut Law and requires a 15 year period, pursuant to Connecticut General Statutes Section 52-575.

Adverse possession is a method of acquiring title to real estate, accomplished by an open, visible, and exclusive possession uninterruptedly for a...
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1 Answer | Asked in Collections for Connecticut on
Q: I am getting calls from a company that bought a 11 yr old car loan. trying to sue me for intent to fraud

I'm homeless and worried

Joseph B. LaRocco
PREMIUM
Joseph B. LaRocco
answered on Nov 18, 2020

This loan is likely barred by the statute of limitations for fraud which is three years. Also the statute of limitations in Connecticut for debt collection is 6 years. HOWEVER, DO NOT ACKNOWLEDGE TEH DEBT OR MAKE A PAYMENT ON THE DEBT, because that will start the statute of limitations all over... Read more »

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