Colorado Business Formation Questions & Answers

Q: If I own a business with my husband (partnership) and I want out of the business can I sell my half w/o consent

1 Answer | Asked in Business Formation for Colorado on
Answered on Feb 7, 2019
D. Mathew Blackburn's answer
Technically you could sell your ownership interest as there is no restriction because there is no operating agreement.

Colorado is an equitable separation state so it's not automatically 50/50,but yes the cash or the ownership of the entity would both be marital property subject to division by the court.

I would suggest retaining an attorney, or two there's a lot of nuance in divorce and business sales. There are likely other factors that you shouldn't discuss on a public...

Q: ISO: business/tax lawyer

1 Answer | Asked in Tax Law, Business Formation and Business Law for Colorado on
Answered on Oct 20, 2018
D. Mathew Blackburn's answer
Tax is not restricted to only attorneys that are licensed in the state. I have cases in about 10-11 different states. I'd have to go count them to be sure.

A Colorado attorney can help you with this issue.

Q: Purchasing an existing company, trying to figure out where to incorporate for best tax advantages.

1 Answer | Asked in Business Law, Tax Law and Business Formation for Colorado on
Answered on Mar 24, 2018
D. Mathew Blackburn's answer
Generally the best approach is to register in the state of operation. Also be aware you will pay income taxes to CO regardless of where you set up the LLC because an LLC is a passthrough entity and you are a CO resident.

You need to retain a business/tax attorney that can advise you on the legal and tax ramifications of not only where to set up the LLC but also state sales and income tax nexus.

Q: Registered business name in Oct. 2017 with no EIN yet. Are we required to file even though we are not in business yet?

1 Answer | Asked in Business Formation for Colorado on
Answered on Jan 4, 2018
D. Mathew Blackburn's answer
Partnerships must file a Form 1065 each year regardless of income or loss. If you don't have an EIN yet you can simply write "Applied For" on the EIN block. You should get an EIN as soon as possible.

Q: Want to buy land/develop with friends. Can one of us get mortgage and others be considered owners with contract?

1 Answer | Asked in Banking, Business Formation, Contracts and Real Estate Law for Colorado on
Answered on Dec 17, 2017
Timothy Canty's answer
It's theoretically possible, but there are some complications. Most deeds of trust have a "due on sale" clause. This means that if you transfer an interest in the land to your partners, the lender can call the loan. You should disclose all material facts to the lender and get written assurances that the transfer will not trigger this clause. You might try forming a corporation or an LLC to buy the land and dividing the interests any way you want. This should also be discussed with the lender in...

Q: Can my leasing office do such things?

1 Answer | Asked in Business Formation and Landlord - Tenant for Colorado on
Answered on Nov 14, 2017
D. Mathew Blackburn's answer
This is a landlord/tenant issue and you posted it in business formation.

You'll get a faster answer if you repost in Landlord/Tenant.

Thanks

Q: Is the General Contractor in a breach of contract

1 Answer | Asked in Business Formation, Contracts and Construction Law for Colorado on
Answered on Sep 22, 2017
D. Mathew Blackburn's answer
Maybe. In a technical capacity yes it's a breach. The next question becomes is it material. is there a time clause? If the contract doesn't say time is of the essence then the times are more like guidelines and breaking them becomes an immaterial breach. A no harm no foul sort of situation. Which brings us to the next step: damages. Even where you have a breach there's little you can do without damages. Depending on the contract you may be able to rescind or cancel the contract, there may be...

Q: Whats the best way to classify and start a business with 2 owners who have 2 businesses that we want to bring together?

1 Answer | Asked in Business Formation, Contracts and Mergers & Acquisitions for Colorado on
Answered on Aug 17, 2017
Tristan Kenyon Schultz's answer
To find a paring you will need to meet with a lawyer who can listen to your needs and concerns. Expect to pay for the attorney's time. Be aware that you can contract for advice and filing OR just advice (the far cheaper option for most attorneys). The basic options include separate businesses, parent-subsidiary relationships, and consolidated businesses.

Q: I need to change my 10 mo. old business from a general partnership to a sole proprietorship. Which way should I do this?

1 Answer | Asked in Business Formation and Business Law for Colorado on
Answered on Mar 29, 2017
Glenn B. Manishin's answer
Sell the partnership (assets and membership/profit interests) to you as an individual for whatever price is deemed fair by all, But consider an LLC, which protects personal assets, as an alternative to a sole proprietorship.

Q: What do I need to file with the secretary of state when I start a company?

1 Answer | Asked in Business Formation for Colorado on
Answered on Nov 1, 2016
Tristan Kenyon Schultz's answer
Here is the link to the Sec. of State's webpage: http://www.sos.state.co.us/pubs/business/businessHome.html . Review the "Information Resources" (top left). Your local library should have books on incorporation (make sure they cover Colorado). You can also contact an attorney, who can assist with (or wholly file) an application.

Q: Is it okay for an attorney to setup a corporation and act as the company's legal counsel in exchange for stock?

1 Answer | Asked in Business Formation and Business Law for Colorado on
Answered on Sep 28, 2016
Tristan Kenyon Schultz's answer
It is possible, but for the attorney there are significant conflict of interest issues. Many attorneys will not work under this type of arrangement, but some will. Contact the attorney(s) you are interested in hiring to see if they will accept these terms.

Q: I am considering starting a campaign online to raise money for multiple charities.

1 Answer | Asked in Business Formation for Colorado on
Answered on Aug 25, 2016
Tristan Kenyon Schultz's answer
The idea is possible, but the legal requirements and costs will vary based on your plan. I suggest that you create a firmer plan and then consult with a business attorney. The costs for a basic campaign could be as little as a few hundred dollars (not including legal fees) to several thousand dollars (full incorporation as a non-profit).

Q: Hi, We want to nominate a person who will deal with all the banking needs on behalf of our corporation, how?

1 Answer | Asked in Banking and Business Formation for Colorado on
Answered on Aug 20, 2016
Tristan Kenyon Schultz's answer
Your idea can work. There are other more formal ways to achieve this too, but this will take time and money. Check with the bank, to see what they would like to see for "authorization".

Q: Can an LLC pay back initial investment first and then change to a different equity structure after that point?

1 Answer | Asked in Business Formation for Colorado on
Answered on Aug 9, 2016
Tristan Kenyon Schultz's answer
There are a lot of unknowns here. An attorney will need to review the articles of incorporation and bylaws before making any definitive statement. There are also a series of tax considerations that are beyond the scope of Justia's Q&A. I recommend that you contact a business or tax attorney.

Q: Should I report a corporation filing Chapter 7 and hiding its main asset in a US shell LLC & has also commingled funds?

1 Answer | Asked in Bankruptcy, Business Formation, Business Law and Civil Litigation for Colorado on
Answered on Jul 16, 2016
Tristan Kenyon Schultz's answer
There are a lot of things to consider here. I understand that you want to do the right thing, but you may be subject to NDAs (non-disclosure agreements) and other potential violations of privacy/confidentiality. The best advice is to contact a lawyer directly (at least the discussion will be confidential). There are some risks and potential rewards to whistleblowing--it is important to you know all the consequences before making a decision. Free to low cost attorneys can be found here:...

Q: How should I file as an LLC?

1 Answer | Asked in Business Formation for Colorado on
Answered on Jun 30, 2016
Tristan Kenyon Schultz's answer
There are a lot of issues related to naming (and trademarking). Simply adding LLC may work with the CO filings, but significantly limits trademarkability (and potentially introduces a potential lawsuit). Contact an attorney who can review the name and the conflicting name to assess your risks. That said, you can proceed with adding LLC to the name--just be aware of the potential risks (which may or may not exist).

Q: Could a organization be made such as a non profit or activist group that helped provide training and assistance to kurds

2 Answers | Asked in Business Formation for Colorado on
Answered on Feb 12, 2016
Adam Studnicki's answer
A local non-profit lawyer can advise.

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