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Business Formation Questions & Answers
1 Answer | Asked in Business Formation, Business Law and Tax Law on
Q: After the certification of dissolution, if the business continues to receive payments for service what happens?

If a business continues to be "active" and a subcontract to another business even though it failed to file annual reports and has already the certificate of dissolution. Does this business infringe any law? if yes, can you state which one?

James L. Arrasmith
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answered on Dec 1, 2023

If a business continues operations after its official dissolution, it may be violating state corporate laws. The certificate of dissolution generally indicates that a business is no longer legally recognized as an active entity for the purposes of conducting business, incurring debt, or entering... View More

1 Answer | Asked in Business Formation and Business Law for Florida on
Q: I am looking to start a 501(c)(3) for cat rescue. is it similar to a llc where you are protected from lawsuits finaciall

I am looking to start a 501(c)(3) for cat rescue. is it similar to a llc where you are protected from lawsuits financially. for example if a feral colony cat bites someone or if when you are showing a foster cat to a possible new owner and they get bit. if not can a non profit llc own the... View More

Terrence H Thorgaard
Terrence H Thorgaard
answered on Nov 27, 2023

Entities that are tax exempt pursuant to section 501(c)(3) include limited liability companies (LLCs), as well as non-profit corporations. Both afford limited liability, and are formed under state laws, while 501(c)(3) is federal tax law. The entity you form should have liability insurance, to... View More

Q: I am purchasing land to establish a farm and I am told I need a lawyer, but I don't know what kind.

I need to have a purchase agreement with the seller to proceed with the FSA who is giving a farm loan to purchase the land 100%.

Charles M.  Baron
Charles M. Baron
answered on Nov 24, 2023

For the real estate transaction, hire a real estate lawyer. If you still need to set up your business entity for the farm, hire a lawyer handling business formation. You might be able to find a lawyer/law firm that does both. Another issue is whether your land is already zoned for everything you... View More

1 Answer | Asked in Business Formation, Business Law, Contracts, Trademark and Intellectual Property for Maryland on
Q: If I wish to place my graphic designs on stationary, tee shirts, and mugs, and sell them via Amazon, do I need...

...to obtain a DBA from the state if I wish to sell the products in my name (no branding) as a sole proprietor.

Also, do I need to register with the state at all if I operate as a sole proprietor AND I will NOT have NOR hold any inventory? (It would be a "print on demand" side... View More

James L. Arrasmith
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answered on Nov 17, 2023

If you plan to conduct business under your own name as a sole proprietor, obtaining a DBA ("Doing Business As") is not typically required. However, if you decide to sell your products under a name other than your legal name, then a DBA would be necessary. The requirement to register your... View More

1 Answer | Asked in Real Estate Law, Business Formation and Business Law for Tennessee on
Q: Is it possible to purchase 99% of the shares of an LLC while keeping the original owner on as a non-equity/no-owner?
Mr. James Charles Wright
Mr. James Charles Wright
answered on Nov 16, 2023

A limited liability company has members and membership interests. Yes, you can purchase 99% of the interest in the LLC - but if you are leaving one percent- is that for the old owner- so they would be one percent equity owner? This sounds like a structure of membership issue. It may be... View More

1 Answer | Asked in Business Formation and Business Law for Maryland on
Q: I have an LLC registered with my personal address. If I hire an RA and Virtual Business Address company...

...will my personal address be moved from the public record(unsearchable) and replaced by the address of the hired RA and Virtual Business Address? Or do I have to dissolve my LLC and create a new one with a new name?

Mark Oakley
Mark Oakley
answered on Nov 14, 2023

When you file a change of resident agent form, the prior forms on file are not deleted or removed. Therefore, although the search information on the SDAT Business Entity Site will be updated to reflect the new resident agent name and address, and will be what someone will see when they search for... View More

1 Answer | Asked in Business Formation, Business Law, Tax Law and Immigration Law for Florida on
Q: As an F2 with an LLC which tax form should i select for the business c-corp or s-corp

Ok so I'm currently on an F2 visa (dependent visa in the US) I opened my business which is an LLC but as im applying for a tax application in florida for the business i'm not sure whether to file it for a S-Corp or a C-Corp. Due to the fact that technically I'm not allowed to work in the US.

James L. Arrasmith
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answered on Nov 13, 2023

Selecting between a C-Corp and an S-Corp tax status for your LLC is a significant decision, especially considering your F2 visa status.

Generally, F2 visa holders are not permitted to engage in employment in the U.S., and this includes active management of a business. While owning a...
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1 Answer | Asked in Banking, Business Formation, Immigration Law and International Law for California on
Q: Immigration law: I am a Protected Person with an approved case from the court waiting for my PR.

I am starting an import-export business and I am wondering would having business with my home country cause any issues with my residency here in Canada. Traveling to my home country is by no means safe for me, however, this business does not require my physical presence in Iran and I can conduct... View More

James L. Arrasmith
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answered on Nov 7, 2023

Engaging in business with your home country, where you are recognized as a Protected Person, should not inherently affect your residency status in Canada. However, it's crucial to ensure that this business activity does not contradict any of the conditions of your protection status.... View More

1 Answer | Asked in Business Formation, Business Law and Native American Law for South Dakota on
Q: how can i protect my self from someone who is writing my grants for my treatment

he went to school for grant writing i have never did anything like this im starting my own non-profit its going to be a treatment based on how we heal as native people from our addicrions i feel he knows what he doing i dont want him to be sneaky and take over on something i worked hard for and... View More

James L. Arrasmith
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answered on Nov 7, 2023

To protect your interests in your non-profit and its intellectual property, it's essential to establish clear agreements in writing. Consider drafting a contract that outlines the scope of work, duties, and limitations of the grant writer's role, ensuring it includes confidentiality and... View More

2 Answers | Asked in Business Formation, Business Law, Civil Litigation and Family Law for California on
Q: my wife made it where our money from our business goes to an account that only she has access to. what can i do?

We have an air bnb, and out of spite she has went and switched the direct deposit account from our joint account to an account in her name that only she has access to. What can i do? After trying to reason, she still will not switch the accounts back.

James L. Arrasmith
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answered on Nov 6, 2023

In California, if both spouses have an equal interest in a business operated by either or both, the revenue from that business would generally be considered community property. If your wife has redirected funds without your consent, you might consider sending her a formal written demand, citing the... View More

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2 Answers | Asked in Business Formation and Business Law for New York on
Q: How should I figure out the best way to set up bookeeping/taxes for my PLLC providing psychotherapy? Too many options!

It took the state a year and a half to process the PLLC paperwork. Meanwhile, to pay the bills, I did contract work (1099) through other businesses. Now that's the bulk of my income. Since that's already taxed, it's hard to know how to set up bookeeping.

James L. Arrasmith
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answered on Nov 4, 2023

When setting up bookkeeping and tax structures for your PLLC providing psychotherapy, it's beneficial to consult with a certified public accountant (CPA) who is experienced with healthcare professionals and small business accounting. They can provide tailored advice on how to integrate your... View More

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2 Answers | Asked in Business Formation, Trademark and Intellectual Property for Pennsylvania on
Q: Hi, I want to start running leadership trainings by a certain name. I found another company that does yoga trainings

Hi, I want to start running leadership trainings by a certain name (let's say ABC trainings). I've done a google search and found another company with the same name that teaches yoga trainings (ABC yoga trainings). Can I still use the company name or is this a bad idea? We're both in... View More

Michael Cherewka
Michael Cherewka
answered on Nov 2, 2023

Much of answer here is going to be dependent on how the yoga company "registered" its name (or if it even registered its name). If it is only a Fictitious Name Registration (which is more of a "notice" filing in Pennsylvania than an "ownership" filing) or the filing... View More

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2 Answers | Asked in Business Formation, Trademark and Intellectual Property for Pennsylvania on
Q: Hi, I want to start running leadership trainings by a certain name. I found another company that does yoga trainings

Hi, I want to start running leadership trainings by a certain name (let's say ABC trainings). I've done a google search and found another company with the same name that teaches yoga trainings (ABC yoga trainings). Can I still use the company name or is this a bad idea? We're both in... View More

James L. Arrasmith
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answered on Nov 4, 2023

Using a business name that's already in use, even in a slightly different field, can be risky, as it may create confusion or lead to trademark issues, particularly if the name is trademarked. You should conduct a thorough trademark search, not just a Google search, to see if "ABC... View More

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1 Answer | Asked in Business Formation and Business Law for Texas on
Q: Must a Delaware private nonprofit foundation register in the states it wants to donate to nonprofits and individuals?

I want to form a private foundation in the state of Delaware, and donate funds to nonprofits and individuals in other U.S. states, including Texas where I currently live. It only takes one person to form a private foundation or nonprofit in Delaware, whereas in most other states it takes three... View More

Diren Wickrema Singhe
Diren Wickrema Singhe
answered on Oct 24, 2023

Thanks for your inquiry. Without getting into the issue of the appropriate entity type and state for your planned foundation, let’s just focus on the issue of whether you would need to register your planned Delaware entity as a foreign entity in Texas.

First, it is important to consider...
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3 Answers | Asked in Business Formation for California on
Q: In short, questions regarding affiliate marketing for a California LLC.

Hi, in California. I plan on opening an LLC for affiliate marketing purposes.

1. Does my LLC name need to match my website names that are for affiliate marketing purposes? (two different websites for two different affiliate marketing campaigns, clothing and technology).

2. Do I have... View More

Shawn R. Jackson
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answered on Oct 24, 2023

Well, you have about five strands of law that interact based upon the facts/scenarios you have presented ... and a conversation ... within a free initial video call with one or two business development attorneys ... would be your next best step ... the answer to your question will depend upon... View More

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3 Answers | Asked in Business Formation for California on
Q: In short, questions regarding affiliate marketing for a California LLC.

Hi, in California. I plan on opening an LLC for affiliate marketing purposes.

1. Does my LLC name need to match my website names that are for affiliate marketing purposes? (two different websites for two different affiliate marketing campaigns, clothing and technology).

2. Do I have... View More

Fritz-Howard Raymond Clapp
Fritz-Howard Raymond Clapp pro label Lawyers, want to be a Justia Connect Pro too? Learn more ›
answered on Oct 24, 2023

The LLC name does not need to match the web domain names. Neither must you record fictitious name statements for the specific sites. It is true that fictitious name statements recorded with counties in California are publicly available, but not of concern if you are not recording any. Whether you... View More

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3 Answers | Asked in Business Formation for California on
Q: In short, questions regarding affiliate marketing for a California LLC.

Hi, in California. I plan on opening an LLC for affiliate marketing purposes.

1. Does my LLC name need to match my website names that are for affiliate marketing purposes? (two different websites for two different affiliate marketing campaigns, clothing and technology).

2. Do I have... View More

James L. Arrasmith
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answered on Oct 24, 2023

Here's a concise response to your questions:

1. No, your LLC name does not need to match your website names for affiliate marketing purposes.

2. You are not required to register your websites as DBAs to legally receive income from affiliate marketing. However, if you want to do...
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1 Answer | Asked in Contracts, Employment Law, Immigration Law, Business Formation and Tax Law on
Q: Good morning, I have an LLC company, I want to know if I can hire myself and thus process an ITIN code, I live in Spain,

Good morning, I have an LLC company, I want to know if I can hire myself and thus process an ITIN code, I live in Spain, but I manage the company from here through my registrar agent. Is it possible to do what I propose? Thank you.

James L. Arrasmith
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answered on Oct 22, 2023

An LLC in the U.S. can have foreign owners, and those owners can manage the business from abroad. If you are a foreign individual who needs to comply with U.S. tax return filing requirements, you may apply for an Individual Taxpayer Identification Number (ITIN). However, merely hiring oneself in an... View More

1 Answer | Asked in Business Formation, Divorce and Family Law for Texas on
Q: I am getting a divorce in Texas & everything is signed. It goes final 11-13 & I want to start a business (start LLC).

I got laid off 2 weeks ago....I want to start a business (several months away from soliciting businesses) but I want to set up the infrastructure (form LLC, build website, etc.). Can I start on this while we wait for it to go final? I have a lot of time while I'm looking for a job, I'm a... View More

LeDouglas Genator Johnson
LeDouglas Genator Johnson
answered on Oct 19, 2023

Yes, you can begin the process of establishing an LLC during the final stages of your divorce, as long as these actions do not result in changes that establish ownership rights or confirm the existence of the LLC before the divorce is officially finalized. However, there are a couple of important... View More

1 Answer | Asked in Business Formation and Business Law for Texas on
Q: Is it legal to dissolve an LLC in New York and reform it in Texas?

In June of this year, I filed articles of organization for an LLC in New York City. In early July, I filed articles of dissolution. Based on a search of the DOS public database, it appears my LLC was successfully dissolved.

I have recently moved to Texas, and I am interested in reforming my... View More

Sul Lee
Sul Lee
answered on Oct 19, 2023

Yes, unless a similar name already exist in Texas, you can re-incorporate using the same name; however, if it has not been long, you may want to wait to prevent any confusion. If the NY company's activities were limited and thus would not likely to cause any confusion, you should be fine.

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