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Massachusetts Business Law Questions & Answers
2 Answers | Asked in Business Formation, Business Law, Contracts and Intellectual Property for Massachusetts on
Q: Someone gave me the name to my business. If we separate is there anything he can do to take the name of my llc?

He’s is not part owner on the llc but understanding it’s his intellectual property I want to make sure everything I’m building doesn’t belong to someone else.

William J. Amann
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answered on Jun 22, 2024

Know the difference between the legal name of the business and the trade name, if there is a difference. As an example, Coke could be the trade name for the Coco-Cola Company, Inc. (legal name). You might want to register the trade name with the state's Secretary of State's Office,... View More

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2 Answers | Asked in Business Formation, Business Law, Contracts and Intellectual Property for Massachusetts on
Q: Someone gave me the name to my business. If we separate is there anything he can do to take the name of my llc?

He’s is not part owner on the llc but understanding it’s his intellectual property I want to make sure everything I’m building doesn’t belong to someone else.

Jennifer Newton
Jennifer Newton
answered on Jun 26, 2024

Since the individual who provided the name is not a part owner of your LLC but may claim it as their intellectual property, it is important to address this issue to protect your business.

First, verify the legal ownership of the business name. If you registered the LLC under this name and...
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1 Answer | Asked in Business Formation and Business Law for Massachusetts on
Q: I have a MA C corp, want to reorganize as an LLC (I'm the only stockholder & employee). Can I do this simply/cheaply?

Is an LLC a "domestic other organization" so I can just file Articles of Entity Conversion of Domestic Business Corporation to a Domestic Other Entity?

If I do this will I get a new EIN?

Nicholas Arthur Matlach
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answered on May 15, 2024

While converting your MA C Corp to an LLC is certainly possible, the process might be more involved than you anticipate. Here's why:

Entity Conversion vs. Dissolution and Formation:

- Entity Conversion: While Massachusetts law does allow for entity conversion (as you...
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2 Answers | Asked in Contracts, Banking, Business Formation and Business Law for Massachusetts on
Q: How would a corporation sign legal documents ?

Id like to know if a corporation ( more specifically a Inc.) seeks to signs a legal document (e.g. bank loan, lease etc) how must the document be formally signed to be fully legal and valid?

Should the president of the corporation simply sign on behalf of the corporation as follows... View More

John Michael Frick
John Michael Frick
answered on Apr 17, 2024

The corporation can authorize anyone to sign on its behalf. It could be an officer of the corporation like the president, a vice president, or treasurer. It could be an employee. It could even be someone who does not work for the corporation at all.

Typically, either the corporation...
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2 Answers | Asked in Contracts, Banking, Business Formation and Business Law for Massachusetts on
Q: How would a corporation sign legal documents ?

Id like to know if a corporation ( more specifically a Inc.) seeks to signs a legal document (e.g. bank loan, lease etc) how must the document be formally signed to be fully legal and valid?

Should the president of the corporation simply sign on behalf of the corporation as follows... View More

James L. Arrasmith
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answered on Apr 21, 2024

When a corporation, such as an Inc., signs a legal document, the signature should be made by an authorized representative of the company. This is typically done by a corporate officer, such as the president, vice president, or secretary, who has been granted the authority to sign on behalf of the... View More

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2 Answers | Asked in Business Law and Gov & Administrative Law for Massachusetts on
Q: If I have over a million dollars in dram insurance (Massachusetts) for my LLC, how likely is someone to come after me

I am planning to open a traveling bartender service (parties, work functions, [eventually] weddings) as a side gig. However, I want to make sure that I am covered in case someone drives drunk and causes an accident. I will carry event/dram insurance specific for such events for well over a million... View More

Joel Gary Selik
Joel Gary Selik
answered on Feb 8, 2024

The person who posted this question is quite wise. To think ahead; to plan for the possible. Kudos.

As to the amount of liability insurance, there are several things to consider. First, what are your personal assets? You should have enough insurance that your assets are protected....
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2 Answers | Asked in Business Law and Gov & Administrative Law for Massachusetts on
Q: If I have over a million dollars in dram insurance (Massachusetts) for my LLC, how likely is someone to come after me

I am planning to open a traveling bartender service (parties, work functions, [eventually] weddings) as a side gig. However, I want to make sure that I am covered in case someone drives drunk and causes an accident. I will carry event/dram insurance specific for such events for well over a million... View More

Tim Akpinar
Tim Akpinar
answered on Feb 11, 2024

You could discuss this with your insurance broker. But anyone, whether your broker or the attorneys here, could only say that there is no control over what a plaintiff would go after. It could depend on the facts of the matter and the determination of the law firm. Many law firms could end their... View More

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Q: selling hemp / CBD products online in MASS. Does this require a MDAR license or can I operate under farmbill USDA/FDA?

region is for Massachusetts

if you read the MDAR website its really confusing in the wording when discussing the Whole sale which I know for sure they regulate. Its confusing legalese I feel like should be a really simple answer..

Thomas Shack III
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answered on Aug 8, 2023

While the Farm Bill USDA/FDA regulations provide a framework for the cultivation and sale of hemp at the federal level, it does not exempt businesses from complying with state-specific requirements. Therefore, even if you are operating under the Farm Bill USDA/FDA regulations, you may still need to... View More

1 Answer | Asked in Consumer Law and Business Law for Massachusetts on
Q: I'm a resident in MA who ordered a set of customized pencils; the TX company sent me pens w/o telling me. Can I sue?

The TX company is offering a 20% discount on the product they sent, which makes me feel they know they did something wrong. The pens are OK, but I had a desperate need for these mechanical pencils to give to my employees for music editing purposes - one cannot edit rented music with pens.

Michael M Marques
Michael M Marques
answered on Jul 30, 2023

Yes, you are correct. They did not fulfill the order properly so they are attempting to mitigate the damages for you and the profit loss for them by offering you 20% off the order you did receive. That does not necessarily mean you have to accept. There may be a few options available to you.... View More

2 Answers | Asked in Business Law and Contracts for Massachusetts on
Q: If a business receives an overpayment on an invoice, can we apply the overpayment to a different outstanding invoice?

If a client has an outstanding balance and overpays on an invoice, can we apply the overpayment to a different outstanding invoice or do we need to get permission first or do we just have to send them a check for the overpaid amount? Do I also need to contact them first if I sent back the overpaid... View More

Tim Akpinar
Tim Akpinar
answered on Jul 19, 2023

It could depend on the terms of the contract (and subject to state law). The safest approach could be to disclose the error and ask the client if they would like it applied to their outstanding invoice, thereby avoiding any accusations of questionable bookkeeping practices. Your rights to recover... View More

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2 Answers | Asked in Business Law and Contracts for Massachusetts on
Q: If a business receives an overpayment on an invoice, can we apply the overpayment to a different outstanding invoice?

If a client has an outstanding balance and overpays on an invoice, can we apply the overpayment to a different outstanding invoice or do we need to get permission first or do we just have to send them a check for the overpaid amount? Do I also need to contact them first if I sent back the overpaid... View More

William J. Amann
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answered on Jul 7, 2023

As with many answers to legal questions, the answer is "it depends". It depends on what kind of contract you and your customer have. For example, a gym membership or statutorily defined consumer contract or retail installment contract may be regulated in such a way as to prohibit the... View More

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1 Answer | Asked in Employment Law, Tax Law and Business Law for Massachusetts on
Q: If I am appointed as a manager for a single member LLC my spouse owns, am I considered an employee that needs a salary?

My wife and I are planning on creating a single member LLC in Massachusetts where she would be the sole member and would be managing day-to-day operations for the business. I would be helping manage the business operations, such as finance, bookkeeping, and administrative items such as managing a... View More

William J. Amann
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answered on Jun 8, 2023

No, you don't both need to listed as co-managers. Whether you are a co-manager or manger has little to no bearing on whether you are considered an employee. Employee status analysis is best done under IRS rules. You also don't need to be paid but being paid would bear on employee... View More

1 Answer | Asked in Contracts, Business Law and Civil Litigation for Massachusetts on
Q: Can a buyer dispute a nonrefundable deposit on an online contract for mentorship if the contract had already been signed

Do contract cancellation forms apply to online nonrefundable services? If the buyer had attempted to resolve the issue with the service provider to no avail within one day of purchasing it, do they still have the right to dispute the charges and are viable for refund? Is there at all any way within... View More

William J. Amann
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answered on May 20, 2023

In Massachusetts, there are a myriad of regulations which can pertain to specific types of contracts and cancellations. For example, Uniform Commercial Code governed contracts would likely fall under the definitions of "contract", "contract for sale" and... View More

1 Answer | Asked in Real Estate Law, Banking and Business Law for Massachusetts on
Q: What are the problems with a house sold in Massachusetts that has not been recorded with registry of deeds?

My family is selling a house owned by 6 siblings. They sold it (or are trying to) to a man who wrote them 6 separate personal checks. They all signed some kind of paperwork (unclear what), but left with no paperwork of their own to prove they sold the house. The checks were for approx 80k each, 10k... View More

John Michael Frick
John Michael Frick
answered on Jul 12, 2024

You may have an optimistic view of how quickly state government employees work. It is perfectly possible that the buyer, or escrow agent from the title company, promptly tendered the deed with the necessary recording fee and it hasn't been processed yet.

But it is unwise that the...
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1 Answer | Asked in Business Law for Massachusetts on
Q: I have a Business partner, LLC .. partner has no driver license.. if he take a comm plate truck ancrashes can I get sued

If my business partner takes steals the commercial plate dump truck with no drivers license without me knowing and crashes into someone or causes injury can I get sued personally? Because he has no license and the only one on the insurance

William J. Amann
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answered on Sep 1, 2023

Under the facts you stated above, it's unlikely you would be sued personally as a member of an LLC. If it's a partnership, you might be. I recommend hiring competent counsel to get into further details and review this more thoroughly.

1 Answer | Asked in Employment Law and Business Law for Massachusetts on
Q: As the owner of a business in chapter 11, can I still be sued personally for a wage claim if it wasn't preserved?

My Florida based company had to file chapter 11, and the disputed wage claim was listed in the bankruptcy. The wage claim was never preserved by this person. However,I am still being sued in Massachusetts( where she lives,) personally for a wage claim that she never preserved. Isn't she... View More

William J. Amann
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answered on Jun 19, 2023

I'm unsure what you mean by a wage claim "that she never preserved." This sounds like a case we may handled. Please contact me if it's related to Arete.

1 Answer | Asked in Consumer Law, Business Law and Small Claims for Massachusetts on
Q: Backed out of shady truck deal 30 days later dealer still hasn’t cancelled loan first payment is over due

I recently started the process of financing a vehicle through a dealer 20 days went by and a new lie every day still no vehicle so I cancelled deal by phone . Its now over 30 day and just finding out loan is still active and first payment is overdue , the dealer is only one who can cancel deal and... View More

William J. Amann
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answered on May 5, 2023

Put your protest in writing.

1 Answer | Asked in Contracts, Employment Law, Business Law and Civil Litigation for Massachusetts on
Q: How many days does the Law state that a Plaintiff can put their Response to Defendant's Counterclaims in?

Since the Plaintiffs' were over the 20 days from service what is the Motion called that can be put in? How does this Motion work within the Courts and/or Judge?

William J. Amann
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answered on Oct 24, 2022

20 days from service, see Massachusetts Superior Court Rules 12 and 13.

1 Answer | Asked in Business Law and Employment Law for Massachusetts on
Q: What does the law say about an employee who lied on their application form or submitted fake qualification records?

Employee submitted fake driving records and was let go when real ones where obtained by HR. Company reputation was damaged.

William J. Amann
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answered on Oct 4, 2022

Good morning. Based on the information you provided, I am assuming a former employee submitted bogus driving records and when that was discovered, was fired and subsequently has been defaming the company. If that is the case, it sounds like there might be a potential defamation case but suing... View More

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