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Questions Answered by Kas DeCarvalho

2 Answers | Asked in Business Formation and Business Law for Massachusetts on

Q: What is a Social Enterprise Characterized under, an LLC or Non-Profit Status?

I have a Social Business Idea that has a few ways to be monetized and I don't want to be completely limited by the Non-Profit sector. I want to file for incorporation but don't know what Umbrella a Social Enterprise falls under.

Kas DeCarvalho answered on Apr 27, 2018

The answer partially depends on what you're trying to accomplish: If the proposed purpose is solely benefit-related, without the desire or need to assign profits or owners/shareholders/members, then you're probably in (traditional) non-profit corporation territory. Alternately, you may be... Read more »

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1 Answer | Asked in Contracts and Landlord - Tenant for Rhode Island on

Q: I have moved from one my apartment bldg into a smaller one that's was cheaper, same landlord. Since we asked for the 200

Dollar difference in security he started acting weird he has not given us a lease for the new place were in and has not come to collect rent or returned any of our calls at this point I don't trust thus situation and di.t want to live here. What ate my options

Kas DeCarvalho answered on Aug 3, 2017

Well...if you don't have a written agreement, then what you technically have is a month-to-month lease...and what the rent is supposed to be is admittedly a bit of a mystery, but at worst, it's the rent from your old/other apartment. Typically that would be decided by the history of what you had... Read more »

1 Answer | Asked in Contracts and Landlord - Tenant for Rhode Island on

Q: My lease ended in Rhode Island however the landlord is selling the house and now I'm month to month until they decide.

Can I use the last month's rent from the lease to pay for the first month's rent of the month to month?

Kas DeCarvalho answered on Aug 3, 2017

The shortest, best answer is..."it depends on the terms of the Lease Agreement." But based on your question, I suggest that the answer is, "probably not." Let me clarify a few points, though: First, as you know, many State statutes permit landlords to charge both a "Security Deposit" and request... Read more »

1 Answer | Asked in Business Law and Criminal Law for Massachusetts on

Q: Can a business deliver free alcohol as a gift with the ordered product to customers?

In the state of Massachusetts its illegal to sell alcohol after 11pm in stores. If there was a company that sells and delivers candles 24 hours a day, can the company give free alcohol as a gift to the buyer after 11pm? Technically it's legal but I wanted to know what problems this company might... Read more »

Kas DeCarvalho answered on Jul 6, 2017

I strongly recommend that you contact the Commonwealth's Alcoholic Beverages Control Commission, which will almost certainly have a position on this. As a practical matter, Massachusetts law prohibits any unlicensed sale, storage, transportation, importing, exporting, and manufacturing with the... Read more »

1 Answer | Asked in Estate Planning, Family Law and Business Law for Massachusetts on

Q: I've read people should start an entity for asset protection, but do those entities need to generate revenue? if so how?

Kas DeCarvalho answered on Jul 6, 2017

I need to break this down a bit: Yes, it's a good idea to "start an entity for asset protection," but what people typically mean by that is that they wish to protect their personal assets from any liability related to their business venture. Therefore, they form an appropriate entity for the... Read more »

1 Answer | Asked in Business Formation for Massachusetts on

Q: Converting from LLC to Inc. with 1 share of stock. Okay to simply put "No restrictions" under Articles IV and V? Thanks!

I'm completing the (MA) Articles of Entity Conversion of a Domestic Other Entity to a Domestic Business Corporation. The LLC has a sole proprietor who wants the corporation to have one share of stock. The new owner/stockholder is President, Treasurer, Secretary, and Director.

Kas DeCarvalho answered on Jul 6, 2017

If I can assume that by, "with one share of stock" you're also suggesting that you're the Sole Shareholder of the (current) corporation, and will be the sole Member of the (new/prospective) LLC...then yes. You are the only party with relevant authority over what restrictions you put on the shares... Read more »

1 Answer | Asked in Business Formation for Massachusetts on

Q: I live in MA but want to start an LLC in Delaware. What would I pay for taxes / fees to do business in MA and / or RI?

Kas DeCarvalho answered on Jul 6, 2017

Living in one State but forming an LLC in another State isn't the appropriate question to be asking...the right questions have more to do with whether your business has enough of a "nexus" of activity in the non-organizing State to require qualification in the non-organizing State. In plain... Read more »

1 Answer | Asked in Tax Law and Business Law for Rhode Island on

Q: In order to file for tax exempt number and go forth 501c3 status do we have to be a corporation on State of RI level ?

Kas DeCarvalho answered on Jul 6, 2017

Yes. The State-registered non-profit corporation is essentially the "trunk" upon which you then add various "branches," including your Employer ID number, related 501(c)3 or other non-profit/exempt status, etc.

2 Answers | Asked in Contracts and Business Law for Tennessee on

Q: what are the laws regarding dissolved LLC's who enter into contracts representing themselves as registered and active

I entered into a general contractor agreement with a company who represented themselves as a registered LLC I performed the work they contracted me to do but they never paid for my services and then I come to find out they were administratively dissolved when they entered into the agreement with me.

Kas DeCarvalho answered on Jul 6, 2017

Under most States' laws (and it's important to check on a case-by-case basis, because each State in the U.S. has a separate and distinct set of laws relating to Limited Liability Companies, though most overlap quite a bit), once an LLC is dissolved (administratively or otherwise), there is usually... Read more »

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3 Answers | Asked in Business Formation for Rhode Island on

Q: What is a professional corporation?

Kas DeCarvalho answered on Jul 6, 2017

Most States have a legal requirement for certain professional businesses--frequently including attorneys, medical practitioners and accountants--to incorporate as Professional Corporations or Professional Limited Liability Companies. The basic gist of such entities is that individuals forming the... Read more »

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2 Answers | Asked in Business Law for Rhode Island on

Q: I expressed an interest in buying a business but now I'm not sure -- I'm not legally bound to buy it, am I?

Kas DeCarvalho answered on Jul 6, 2017

"Expressed interest" is a very vague term. In terms of basic contract law, if you entered into a contract (and a strong preference is that it be in writing, but I'll note that in many instances, verbal contracts can absolutely be legally binding), then you are bound by that contracted agreement.... Read more »

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2 Answers | Asked in Business Formation for Massachusetts on

Q: I'd like to start a business, but the name I want to use is being used by another company in a different state.

Am I still able to use it in my state?

Kas DeCarvalho answered on Jul 6, 2017

Typically, if the name you want to use hasn't already been used in your State, then the State--or in this case, the Commonwealth--won't object to you using that name for your business' formal name (or for fictitious business name). You'll also probably find that you're able to successfully file... Read more »

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2 Answers | Asked in Business Law, Copyright, Intellectual Property and Trademark for Massachusetts on

Q: Is the actual punctuation mark semicolon trademarked by this company?

I've heard of people having their jewelry on etsy removed due to having a semicolon in their design. It does refer to the project semicolon organization but is just the actual punctuation mark, not their logo or anything like that. Is it still not allowed?

Kas DeCarvalho answered on Jul 6, 2017

I'm not representing that this is a formal Trademark search, but I was curious enough about your question to look into it. First, there's no particular reason barring the trademarking of a symbol (unless it falls into one of the other disqualifying rationales such as hate speech/offensive, or the... Read more »

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