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Pennsylvania Business Formation Questions & Answers
1 Answer | Asked in Business Formation and Business Law for Pennsylvania on
Q: Small Business legal advice

I registered three business names as LLCs and received EINs in New York State. One business is online (functions in Pennsylvania) and the other two are for real estate and branding purposes. I haven't made any money and I forgot to publish the businesses in the newspaper. Should I publish now... Read more »

Robert Kost
Robert Kost answered on Nov 10, 2021

The good news: there is no publication / advertising requirement for Pennsylvania LLCs. There's also no need to change the LLC structure in order to pay yourself when the business profits (or even before it does). We can take up the general business counseling in an out-of-band... Read more »

1 Answer | Asked in Business Formation for Pennsylvania on
Q: Operating Agreement (LLC)

Good morning. I hope all is well with you.

I am establishing a legal entity in the United States in the state of Wyoming. In the Operating Agreement, I need to include information about the partners, which includes the place of residence. For an American, I have to include the street, city,... Read more »

Peter N. Munsing
Peter N. Munsing answered on Oct 14, 2021

For some reason this is listed in Pennsylvania. You need to relist in the Wyoming section. However, chances are, you need to speak with a corporations specialist in Wyoming.

Certain states limit partnership for certain activities to resident foreigners.

As to the foreign...
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1 Answer | Asked in Business Formation for Pennsylvania on
Q: Establishment LLC

Good afternoon.

I hope you are doing well and business is booming.

I'm trying to set up a legal entity in the state of Wyoming. The business structure of the organization is an LLC.

There is a clause in the Operating Agreement that says the following:... Read more »

Nancy L Lanard
Nancy L Lanard answered on Sep 30, 2021

It means that any LLC property (business assets, such as computers, phone systems, POS, real estate, vehicles, etc.) are owned by the LLC and not owned by any of the owners/members of the LLC personally. These business assets are the property of the LLC and not property of the owners of the LLC.... Read more »

1 Answer | Asked in Business Formation, Business Law and Contracts for Pennsylvania on
Q: how to legally make contracts and what to put in them.

I want starting a business with someone else using my idea/system that i made, I want to share the business 50/50, how can I make this legal, as well as make sure they don't steal the information and use it somewhere else?

Michael Cherewka
Michael Cherewka answered on Apr 8, 2021

You have a number of questions here that you really need to sit down with a business attorney and sort through your best options. First of all I never recommend a 50/50 split of ownership because it can lead to deadlocks at a number of levels in the business. As far as your idea/system, that... Read more »

1 Answer | Asked in Tax Law, Business Formation and Business Law for Pennsylvania on
Q: Filing a single member LLC in PA as a CPA, are tax preparation services considered restricted professional services?

I am filing an LLC in Pennsylvania to provide general accounting service and preparing tax as a CPA, are the services to be provided considered restricted professional services? The LLC will be a single member LLC. The member is a licensed CPA. No public accounting (typically Auditing or advisory)... Read more »

Michael Cherewka
Michael Cherewka answered on Jan 11, 2021

The term "public accounting" as defined in TItle 15 (Section 8996(d) is broader than auditing and advisory services. In fact it specifically lists preparation of tax returns in your capacity as a CPA.

1 Answer | Asked in Business Formation, Land Use & Zoning and Tax Law for Pennsylvania on
Q: Is it possible to operate a nonprofit and an unrelated for profit business on the same land?

I, along with 3 others (one of whom is my husband) are looking at buying a large plot of land. Two of us have experience farming and we would like to farm the land for personal use. We would also like to provide food from the farm to those in need. So we would like to apply for nonprofit status and... Read more »

Michael Cherewka
Michael Cherewka answered on Dec 7, 2020

The "simple" answer to your question is it is possible to operate a non-profit and a for-profit on the same land. However the more important and complex questions are (i) does it make sense from a tax and business point of view; and (ii) what are your for-profit goals or objectives. You... Read more »

2 Answers | Asked in Business Formation, Business Law and Contracts for Pennsylvania on
Q: Conducting business in Partnership and sole proprietorship at same time in same type of business with few modifications.

I have registered an LLC called XYZ INVESTMENTS. With this newly registered entity, I have invested in a produce store called FRESH PRODUCTS, and bought 25% share under XYZ INVESTMENTS in FRESH PRODUCTS business. Now FRESH PRODUCTS has 4 business partners (which also includes my LLC - XYZ... Read more »

Nancy L Lanard
Nancy L Lanard answered on Jun 16, 2020

Please see the answer I provided to this question when you previously asked it.

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1 Answer | Asked in Business Formation, Business Law and Contracts for Pennsylvania on
Q: I have formed an llc and bought 25% share in a produce store. Now I want to open Another produce store on my own, can I?

I have registered an LLC called XYZ INVESTMENTS. With this newly registered entity, I have invested in a produce store called FRESH PRODUCTS, and bought 25% share under XYZ INVESTMENTS in FRESH PRODUCTS business. Now FRESH PRODUCTS has 4 business partners (which also includes my LLC - XYZ... Read more »

Nancy L Lanard
Nancy L Lanard answered on Jun 16, 2020

There are two issues here. The first is whether the new business should be run under the same LLC. I would think the new business should be a new and separate LLC to run the new produce business unless the original LLC is only used to hold the 25% interest in the other business. This should be... Read more »

2 Answers | Asked in Business Formation for Pennsylvania on
Q: What to do if someone wants to buy a food recipe off you for a business and you want a percentage of the company
Barbara Berschler
Barbara Berschler answered on Jun 6, 2020

You will need to enter into a trade secret agreement in which in exchange for letting them know the recipe, you would get some percentage. Best to work with an attorney in the drafting of the agreement.

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Q: The brief summary of my issue and the related question is contained herein.

I am in the process of establishing a partnership with another company. A new company was to be formed in which the two services (software) would be combined to create one company/service. The other party signed an NDA, I then sent a proposal suggesting the merger or creation of a new company. I... Read more »

Peter D. Mlynek
Peter D. Mlynek answered on May 1, 2020

The question of obviating disintermediation is a common one. The answer is yes, you are able to protect yourself.

It looks like you (Company "A") are paying them (Company "B") to work on your product for which you are paying them. I assume that B is providing A some...
Read more »

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1 Answer | Asked in Business Formation and Business Law for Pennsylvania on
Q: I am a 5% owner of a limited partnership (I file a Schedule K-1 every year) and am looking to cash out on my shares.

An estranged family member is the majority owner of the partnership and I do not have direct contact to him, only through his attorney. I would like to know my options of how to receive payout of my shares and what I am legally entitled to. The investment is incorporated in Delaware.

Michael Cherewka
Michael Cherewka answered on Apr 13, 2020

the answer to this is heavily dependent on the Limited Partnership document. Most family LPs have restrictions on sale/transfer of shares, and also some mechanism to value the shares (often at a discount) when a Limited Partner wants to cash out. This are usually set forth in detail in the LP... Read more »

1 Answer | Asked in Business Formation for Pennsylvania on
Q: Can I re-purpose a dormant LLC into a whole new business?

I have a 10 year old single member LLC (registered in PA). Can I amend my articles of organization and rename the company to turn it into a different business than it was originally created as? I want to capitalize on the age of this entity?

Michael Cherewka
Michael Cherewka answered on Mar 27, 2020

this answer depends on your documents and whether you have maintained the LLC as active in PA. Most Certificates of Organization filed for LLCs do not contain specified types of business that the LLC will operate. so, in general, as long as the business is legal to operate, your LLC should be... Read more »

1 Answer | Asked in Business Formation for Pennsylvania on
Q: non-profit board of directors voting limits

in a non profit corporation (in this case a parent run 501c3 youth sport organization) can voting be limited to one per family even if two members of the family are on the board of directors? How should that be written?

(Pennsylvania)

Michael Cherewka
Michael Cherewka answered on Feb 18, 2020

in general , yes, you can draft or revise your Bylaws to limit voting as you describe. you should consult with your attorney to review your Articles and Bylaws before attempting to draft the voting restrictions as you describe them

1 Answer | Asked in Business Formation for Pennsylvania on
Q: Can I start a home beer and liquor delivery service in Hanover, Pa.?

I want to run the operation from home at first, and hire local people to pickup and deliver. I'm sure I can't stock my own because of the liquor licenses around here. They're scarce.

Michael Cherewka
Michael Cherewka answered on Jan 2, 2020

This is not a question you are going to get answered in such a short space. PA has a complex and fragmented liquor law, and beer is treated separately from wine and liquor. Further, there are also separate laws if you brew your own beer or make your own wine. Licenses/permits are required for... Read more »

1 Answer | Asked in Business Law and Business Formation for Pennsylvania on
Q: Family charity no longer has family members on the charity board, is there a way I (family member) can get on the board?

about 10 years ago, my family started a charity that I describe as "Make a Wish for adults with terminal conditions/disabilities." This charity was started in my late grandfather's name. when the charity was started, it had two of my family members on the board, the rest were close... Read more »

Michael Cherewka
Michael Cherewka answered on Oct 28, 2019

These are difficult situations when the family founders lose touch with the charity since charities are not "owned" by anyone. Also depends on whether a public charity or a private foundation. Depends on original documents, tax status, and other factors. In Pennsylvania the Attorney... Read more »

2 Answers | Asked in Business Formation, Business Law and Civil Litigation for Pennsylvania on
Q: Are non-shareholders allow to attend shareholders meeting where budgets and other pertinent information are discussed.
Peter N. Munsing
Peter N. Munsing answered on Jul 29, 2019

Why would they be, if it's not open to the public? Much of that information may be gleaned from annual reports, and other public documents.

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2 Answers | Asked in Business Formation, Business Law and Civil Litigation for Pennsylvania on
Q: Send the copies of my passport and certificate of incorporation to potential investor ?

I am building my startup and I found an investor for my business (incorporated as LLC in PA, USA). Investor said that the deal will be done on the basis of equity financing. And now he is asking me to send the copies of my passport, certificate of incorporation, memorandum and articles of... Read more »

Elizabeth Tarasi
Elizabeth Tarasi answered on Jul 23, 2019

The articles of incorporation, memorandum and articles he should be able to get himself from the Pa Corp Bureau.

Passport?? I would question this.

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1 Answer | Asked in Intellectual Property, Trademark and Business Formation for Pennsylvania on
Q: Hi! I am starting an app called align. It will be in the fitness space. Can I trademark the name even tho there r others

I see many align trademarks, so wondering if it is industry that sets them apart or if it's the font? I assume there must be a defining feature to allow them to trademark so many versions of "align".

Also wondering with a tech app, will I need intellectual property or any... Read more »

Jason Brooks
Jason Brooks answered on Jun 18, 2019

Trademarks are differentiated by "Class" -- When you submit an application for a trademark registration, you must specifically identify which stream of commerce you are using your mark, and if the USPTO finds that there is no likelihood of confusion with another existing mark, you will be... Read more »

2 Answers | Asked in Business Formation and Business Law for Pennsylvania on
Q: Hey Guys,i own 10% of an LLC, while someone else owns 90%. If We bring a capital partner, where does he get his %?

Hey Guys, I am not sure the exact terms of this, but i own 10% of an LLC, while someone else owns 90%. We are talking about bringing in a capital partner somewhere in the 40% range. I was told that my shares will be diluted in the same according to my other partners. so of that 40% 4% would come... Read more »

Jonathan Scott Savar
Jonathan Scott Savar answered on May 23, 2019

The answer is that this type of scenario is normally the subject of negotiation among the parties and depends upon the facts and circumstances of the situation, unless the operating agreement specifies exactly what happens in the event both members bring on another member. For example, assuming... Read more »

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2 Answers | Asked in Business Formation, Business Law, Civil Litigation and Contracts for Pennsylvania on
Q: Verizon come install cable I left my window up cat got out they never close the window and were on 3floor

the cat is know miss and i would love my cat back there are responsible for this action

Bruce Alexander Minnick
Bruce Alexander Minnick answered on Apr 18, 2019

To the best of my knowledge there is no answer to this question, in part because it is not a legal question. Leave the window open a few days to see if your cat will come back home.

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