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Maryland Business Formation Questions & Answers

1 Answer | Asked in Business Formation, Business Law and Contracts for Maryland on

Q: Can I force a partner out of a partnership LLC with no operations agreement, for not putting in enough time?

We are a cabinet manufacturer. We are attempting to be a women owned business that was created last year. We have not sold any work as of yet. We do have equipment we are paying for. The shop is located on my property, and everything is in my name. If I am not able to force them out, can I... Read more »

Mark Oakley answered on Jun 11, 2019

You can withdraw from the company, boot it out of your home, and demand liquidation of the assets, and either pay your co-owner their fair share of the costs they expended on the equipment, or otherwise buy out out the equipment. Meantime, start a new LLC and begin cabinet making under a new... Read more »

2 Answers | Asked in Business Formation and Business Law for Maryland on

Q: Dissolving the partnership

Three years ago three of us made a gentleman verbal agreement and open LLC in a software business. All three of us contributed equally and got the equal shares. We didn't sign any operating agreement at the beginning and wanted to do it later down the road. There weren't any reasons to worry about... Read more »

Mark Oakley answered on Oct 25, 2018

Because you have no written operating agreement, your rights are governed by statute as they relate to your ownership interests, rights and possible dissolution of the LLC. Separately, the LLC may have a civil cause of action against the one owner relating to usurpation of Company business... Read more »

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1 Answer | Asked in Estate Planning, Business Formation and Business Law for Maryland on

Q: How do I write up a Bussiness trust 12-2004

I wanna write up a Unicorporated Bussiness trust

Cedulie Renee Laumann answered on Sep 19, 2018

The first question any business attorney will likely ask is: what are you looking to accomplish? A business trust is an old but relatively unusual way to conduct business, except perhaps in the case of real estate held in a grantor's revocable living trust. The question doesn't give any facts... Read more »

Q: Is it legal to get data base off of a local gov't website

It would be to create a business with the information obtained

Cedulie Renee Laumann answered on Sep 18, 2018

Many government websites make information readily available for search but have a disclaimer that the information cannot be harvested by an auto-bot, software programs, etc. Harvesting an entire database is probably not going to fly, but without knowing what database you are trying to access, one... Read more »

1 Answer | Asked in Copyright, Products Liability, Business Formation and Trademark for Maryland on

Q: We are bring sued by a DC firm. We are a nonprofit.

They say they have one common word trademarked! HOW can this be, with that word, which is used by many.

Can we keep our non profit name?

Mark Oakley answered on Apr 19, 2018

Have they actually filed suit (in which case, you are being sued), or did they merely send a threatening letter? I doubt you are in actual legal jeopardy of losing the word, “Heroes”, from you company name or losing a damage suit in court. My guess is that they are trying to scare you into... Read more »

1 Answer | Asked in Business Formation for Maryland on

Q: What is a registered agent and do I need one in Maryland to legally form a business?

Mark Oakley answered on Apr 16, 2018

Yes. If you organize a business in the state, the business must have a registered agent with a Maryland address (business or residential) to receive legal process and official government notices. The agent can be any person over 18, including the person organizing the business (you), so long as... Read more »

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

Q: My MD LLC was initially set up for internet sales. I would like to get my FFL license and set up a firearms business.

Can the FFL be established under the umbrella of my LLC? Most advertising will be done via social media.

Mark Oakley answered on Mar 18, 2018

Look at your “purposes” clause of your articles of organization. Most such clauses have a catch-all purpose clause that dates, “and to engage in any business or activity allowed by law”. If not included, you can file a simple amended set of articles. If you want to give a separate trade... Read more »

1 Answer | Asked in Business Formation for Maryland on

Q: Is it legal for a law firm in the State of Maryland to never provide raises for their employees?

Cedulie Renee Laumann answered on Jan 27, 2018

The law does not require any industry (whether legal, medical, retail, industrial, etc.) to give raises. Providing raises is entirely voluntarily and up to each employer. The law does require payment of certain minimum wages so if an employer pays minimum wage and the minimum wage goes up, the... Read more »

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

Q: 2 people 1in md 1in ct each have companies and agree to do business in africa together,the african country requires

an african company. The parties draw up and sign agreements in the proposed name of the new company. The parties go to africa set up the company. Is the original contract valid. Both parties agreed in parole evidence, then drew up paper work, signed it ,and incorporated the company in africa as... Read more »

Cedulie Renee Laumann answered on Jan 12, 2018

You're encouraged to sit down with a lawyer experienced in international business law (many attorneys in and around DC have such skill sets) to go over the specific scenario at issue. An online post cannot realistically analyze such a fact pattern.

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

Q: Pros/Cons on transfer of PA domestic corp. to MD. Also, suggest web links in case I have more questions. Thank you!

Cedulie Renee Laumann answered on Jan 12, 2018

Maryland law now recognizes entity conversions so that one can change an entity formed in another state to a Maryland entity (this could be a corp to a LLC, a corp to a corp, etc.). For more information you could look at the Corporations & Associations article of the Maryland Annotated Code,... Read more »

1 Answer | Asked in Business Formation for Maryland on

Q: Please what am i allowed to provide under Purpose of Business in Maryland Article of Organization for registering LLC?

Cedulie Renee Laumann answered on Jan 5, 2018

This is a good question to ask a lawyer when sitting down to talk about forming a new business. Generally the purpose should describe what kind of things the entity will do (e.g., operate a restaurant, sell cars, provide landscaping services, etc.) but also have provision to do other permissible... Read more »

1 Answer | Asked in Tax Law, Business Formation and Business Law for Maryland on

Q: I'm starting a small business. Should I pay my business taxes using a business ID number or through my personal SS#? TY

Cedulie Renee Laumann answered on Dec 29, 2017

It depends on the nature of the business and what type of "business taxes."

A sole proprietor who files on a Schedule C and has no employees may elect to use their own social security number for their estimated tax payments, but most small businesses would benefit from forming an entity and...
Read more »

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

Q: I am in Maryland,My corporation is a Nevada Corporation My finance person is in connecticut We made a verbal or parole

agreement between a us corp CT and A Guinea corp

the guinea corp was not formed at the time of agreement,we the set it to writing the guineacorp was then created when we flew to guinea(they only set up in person) is the written agreement Valid? void? or voidable? or just fine

Cedulie Renee Laumann answered on Nov 21, 2017

An attorney cannot reasonably answer a question on the validity of a multi-jurisdiction contract without seeing the contract and understanding where the contract is to be performed and where the dispute has arisen.

You are strongly encouraged to consult legal counsel, ideally one skilled...
Read more »

1 Answer | Asked in Banking, Business Formation, Business Law and Real Estate Law for Maryland on

Q: I paid cash for a house and am now renting it out. Is it possible to form an LLC and mortgage the house from myself?

I would like to mortgage 80% of the home value.

Cedulie Renee Laumann answered on Sep 28, 2017

If the question is "can an individual make a loan to a business they own," the answer is "generally, yes." The individual would of course need to report any interest income received. If the question is "can a business make a loan to an individual who owns the business" the answer is "it... Read more »

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

Q: All partners do they have a vote in llc

Cedulie Renee Laumann answered on Sep 18, 2017

The Operating Agreement should describe how the owners ("partners") vote on decisions in a particular LLC and also explain what % vote is necessary to pass a resolution. If an LLC does not have an operating agreement it would be wise to create one. Maryland does have some default provisions in... Read more »

1 Answer | Asked in Business Formation and Intellectual Property for Maryland on

Q: Can I use the name Jelly Belly Barbecue for a barbecue business?

Cedulie Renee Laumann answered on Jan 28, 2017

This online forum exists for general questions, not so much for attorneys to research a particular question. That being said, to see if a particular name is available one can contact the State Department of Assessments and Taxation. Even if a name is available per the Maryland SDAT, a business... Read more »

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

Q: If one member of a two member LLC moves to MD from NY, do they have to do anything to be in compliance with MD state law

I am concerned we need to file paperwork as an foreign entity, and will have to file an annual report in MD as well as NY. Please help.

Bennett James Wills answered on Jan 24, 2017

Depends on whether the LLC is conducting business in NY. Then you would need to follow NY law in regards to filing entity status. And the person who resides in NY may face different tax challenges than the person in MD. Consult with both NY and MD counsel.

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

Q: My understanding is that if your MD LLC is forfeit, can you register a different business without penalty?

My understanding is that to reinstate the original business, you have to pay annual report filing fees plus penalties for the previous missed years. But what if you want to register a new business under a different name? Are there penalties for this?

Lawrence F. Regan answered on Sep 30, 2016

No, you are fine.

1 Answer | Asked in Business Formation for Maryland on

Q: Is there anyway to reinstate a corporation in GA after the 5 year mark ....my 5 yr mark has pass by 8 months

Cedulie Renee Laumann answered on Jan 4, 2014

This question was posted in Maryland. If your corporation exists in this state (MD), then reinstatement is a matter of paying back personal property returns and filing Articles. If in another state, you may wish to contact the Secretary of State or equivalent state corporation division.

1 Answer | Asked in Business Formation for Maryland on

Q: What is the effective date of an LLC in Maryland? Or, put another way, on what date can you start to transact business?

Cedulie Renee Laumann answered on Apr 23, 2012

An entity is effectively formed the date the SDAT approves the articles of organization. However, a business is generally advised to wait until after it holds its organizational meeting before transacting business.

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