Ashley Dean Powell's answer There may be potential claims here that you could have pursued. As you may well know, most civil claims/disputes like this have a deadline by which the claim must be brought in court (a "statute of limitations"). Given that the business was started 12 years ago and the relationship appears to have failed (you walked away) about 8 years ago, you may have lost your opportunity to sue for these claims. Presumably, most of the wrongdoing occurred before and leading up to you leaving 8 years ago,...
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.
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...
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...
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.
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.
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.
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.
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).
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".
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.
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:...
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).
Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is only general information. It is NOT legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I strongly encourage you to consult with a local lawyer to get legal advice and help with your specific situation...
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