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Massachusetts Business Formation Questions & Answers

1 Answer | Asked in Business Formation for Massachusetts on

Q: If I have a Service Mark under an LLC can this be considered a "business name" to add to a business bank account?

I have an events LLC producing different types of events. I would like to have two brands under the main LLC to do business as. If I trademark or service mark the 2 event brand names, would that be enough to do business as and add the name to a business bank account? Or would I also need to open... Read more »

John Espinosa answered on Aug 10, 2019

It isn't one or the other, they have different purposes. The short answer is that you should probably do both in order to accomplish everything you describe, and likely other things too. Hire a business attorney to give you specific advise on all of this.

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

Q: Are online contracts enough legally to guarantee a business share ? .

I run a software related website with good amount of users , I was approached by another website owner who has the business registered as an LLC in Boston Massachusetts,We figured out the details of the merge and all is fine .

When i asked how we move forward with the process of making me a... Read more »

John Espinosa answered on Jul 4, 2019

No, not at all. Before you agree to anything, you need to hire a law firm that has experience working with non-citizens in your situation to properly advise you on both the legal and tax implications of what you propose.

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

Q: We need to set up an LLC for our business. What type of lawyer do we use for that? What is the average cost to do so?

Small family-owned business. Sales of $750,000 in 2018.

Ali Shahrestani, Esq. answered on Jan 22, 2019

A business lawyer such as myself handles such issues as business formation, but it's key to also consider having a lawyer draft crucial contracts that you may need in dealing with employees and other 3rd parties, review your business for compliance with related laws, consider Intellectual Property... Read more »

1 Answer | Asked in Business Formation for Massachusetts on

Q: What do I need to know about insuring my home if my new startup employees are going to work here with me?

John Espinosa answered on Aug 24, 2018

You need to work with both an experienced attorney and insurance agent to protect yourself here in all aspects. For both, the details of your business will dictate what you need. For insurance, at minimum you need a commercial general liability policy and also workers compensation policy since you... Read more »

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

Q: What does a lawyer do when creating a partnership agreement?

John Espinosa answered on Jul 6, 2018

First have a conversation with all proposed partners to determine their legal needs and goals. Then advise on the best way to form the entity and draft the appropriate documents to accomplish same.

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.

John Espinosa answered on Mar 12, 2018

In Massachusetts, one option is a benefit corporation. Here is some info about how it works: http://www.sec.state.ma.us/cor/corpdf/Notice%20regarding%20Benefit%20Corporations.pdf

And here is the relevant statute in its entirety:...
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1 Answer | Asked in Tax Law and Business Formation for Massachusetts on

Q: Where should I register the company in terms of taxes?

Hi,

I live in Boston, and I'm about to start a consulting firm, an LLC. My first customer is in Norway. Should I form an LLC in MA or in Delaware? since my business is purely international.

Jonathan R. Roth answered on Jan 5, 2018

You should register it in MA as you are a MA resident. There is no tax advantage in being a DE LLC if you are the sole member of the LLC and reside in MA. Moreover, if you have a dispute and want to engage the MA courts, you will have to register the DE LLC in MA to do so and the cost will wind-up... Read more »

1 Answer | Asked in Business Formation for Massachusetts on

Q: I'd like to purchase a local business, but I want to make sure the person

I'm buying it from doesn't turn around and start a competing business right away - what's the best way to handle this?

John Espinosa answered on Dec 1, 2017

A non-compete agreement as part of the purchase is one way to address that. You should have an attorney represent you in your purchase of the business to ensure that the documents reflect your intentions.

1 Answer | Asked in Consumer Law and Business Formation for Massachusetts on

Q: what do i do in this situation

i had work done on an bb gun and told them to limit it to a price of 200 $ and i had to pay 241 and it didn't work so i told them to take there parts out and give me my money back due to faulty parts

Jonathan R. Roth answered on Oct 24, 2017

If they do not comply sue them in small claims court. I assume you can document the instruction and read whatever you signed with respect to the repair.

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

Q: Do I have to register my online business?

I started an online business as a hobby which has now been producing income. Do I have to register my business even though I have no employees? Will I be penalized for producing income without being a registered business? I appreciate your help with this situation. Thank you.

John Espinosa answered on Oct 11, 2017

There are both legal and tax implications to consider when engaging in business. You should consult with both an attorney and accountant to discuss the specifics of your business so they can properly advise you.

1 Answer | Asked in Business Formation, Civil Litigation, Contracts and Consumer Law for Massachusetts on

Q: Who and where should I file a lawsuit against a company that is not in my state?

I was wondering who I should contact or just to go through small claims court in regards to a travel agency that promised to refund me and is giving the run-around as to why they can't refund me, after already promising to do so. Any information is greatly appreciated.

Will Blackton answered on Aug 29, 2017

If you signed a contract with the travel agency (most likely for your original transaction, not the refund), that contract may contain a provision regarding consent to jurisdiction and governing law. If that provision exists, contact an attorney in the state described in that provision.

If...
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2 Answers | Asked in Banking, Business Formation and Business Law for Massachusetts on

Q: I am an equity partner in a company overseas and want to understand some details

If I am an equity partner in a company incorporated in EU, and that company wants to

1. wants to loan money to a company in US, is that possible/legal?

2. wants to open a bank account in US without incorporating in US, possible? How do I get a tax ID?

3. wants to pay me... Read more »

Jonathan R. Roth answered on Jul 20, 2017

A EU company depending upon the jurisdiction it is incorporated can loan money to a US corporation. The Amount of money that is required to be withheld will depend upon the tax treaty as well as the amount of tax it is required to pay to the US. The foreign entity will need to apply for and... Read more »

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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 Business Formation, Business Law and Contracts for Massachusetts on

Q: Raising capital for a DE LLC with a Y-Combinator SAFE. Do I file anything to ensure investors are protected by IRC 1244?

The business meets all the qualifications of IRC 1244. I need to know if anything should be filed and with whom to offer the 1244 protection to investors. Also, I need to know what documentation should be retained and ultimately delivered to my investors if a loss is generated.

Jonathan R. Roth answered on May 4, 2017

To The Code also imposes recordkeeping requirements on the corporation relative to its §1244 stock. Among these is requirement that the corporation designate designation, for its transitional year, those of its outstanding shares that qualify for small business stock treatment.

(b)Common...
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2 Answers | Asked in Business Formation and Business Law for Massachusetts on

Q: Can a member of an LLC protect their interest in the company by placing that interest into a Trust?

By placing an LLC into a Trust can the members receive their dividends on a monthly, quarterly or yearly basis?

Jonathan R. Roth answered on Apr 25, 2017

Placing an LLC in a trust does not change when the LLC wants to make distributions and that is determined by the Manager and/or the Members of the LLC. The Trust can provide for distribution of funds on a monthly quarterly or annual basis. It depends how it is drafted. The reason to put a LLC in a... 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?

Glenn B. Manishin answered on Jan 18, 2017

Yes. If the name is not used or reserved at the MA secretary of state , you can use the name. If the name is already trademarked at the federal level, however, you would be better advised to pick a different business name or some modifier that distinguishes your business from the prior one i.e.,... Read more »

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1 Answer | Asked in Business Formation for Massachusetts on

Q: Is there a procedure/certification that allows people to cook and sell food made at their own home? If not, what to do?

Ali Shahrestani, Esq. answered on Dec 12, 2016

Have a look: http://www.mass.gov/eohhs/docs/dph/environmental/foodsafety/residential-kitchens-faq-sheet.pdf

The best first step is an Initial Consultation with an Attorney. You can read more about me on my law practice website. This answer does not constitute legal advice; make any...
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