Maryland Business Formation Questions & Answers

Q: Dissolving the partnership

2 Answers | Asked in Business Formation and Business Law for Maryland on
Answered on Oct 25, 2018
Mark Oakley's answer
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 opportunity, but the facts for that action are unclear. You should consult a lawyer about your options. Forcing the one owner out without an agreement with him will more than likely result in dissolution of...

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

1 Answer | Asked in Estate Planning, Business Formation and Business Law for Maryland on
Answered on Sep 19, 2018
Cedulie Renee Laumann's answer
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 as to why an "unincorporated business trust" is desired. Most attorneys would ask whether the Grantor determined the tax liability for conducting a business in a trust vs. through a standard or...

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

1 Answer | Asked in Copyright, Business Formation, Business Law, Gov & Administrative Law and Intellectual Property for Maryland on
Answered on Sep 18, 2018
Cedulie Renee Laumann's answer
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 cannot realistically answer the question. More than likely the agency maintaining the website can answer the question.

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

1 Answer | Asked in Copyright, Products Liability, Business Formation and Trademark for Maryland on
Answered on Apr 19, 2018
Mark Oakley's answer
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 giving up the word. A lot more goes into tradename infringement than one word, unless it’s a unique brand name like “Google.” Have a lawyer respond with a letter that your use of the word is not an...

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

1 Answer | Asked in Business Formation for Maryland on
Answered on Apr 16, 2018
Mark Oakley's answer
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 they have a physical address (not a PO BOX) in the state. If you do not have an address in the state, then you will need to find someone who does who will act as the registered agent. There are...

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.

1 Answer | Asked in Business Law and Business Formation for Maryland on
Answered on Mar 18, 2018
Mark Oakley's answer
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 name for the new activity you can register a trade name under your LLC to accomplish that, and do everything under your existing LLC.

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

1 Answer | Asked in Business Formation for Maryland on
Answered on Jan 27, 2018
Cedulie Renee Laumann's answer
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 employer would have to meet the new minimum wage.

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

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Contracts for Maryland on
Answered on Jan 12, 2018
Cedulie Renee Laumann's answer
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.

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

1 Answer | Asked in Business Formation and Business Law for Maryland on
Answered on Jan 12, 2018
Cedulie Renee Laumann's answer
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, accessible online for free through either Lexis or Westlaw http://bit.ly/2D5NBa1 or even this site Justia. https://law.justia.com/codes/maryland/2016/

Without knowing the situation, an attorney...

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

1 Answer | Asked in Business Formation for Maryland on
Answered on Jan 5, 2018
Cedulie Renee Laumann's answer
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 acts authorized by law and it's members.

Most of the time Articles of Organization only list very bare-bones limited information about a business. Most of the substantive details about the...

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

1 Answer | Asked in Tax Law, Business Formation and Business Law for Maryland on
Answered on Dec 29, 2017
Cedulie Renee Laumann's answer
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 getting an EIN. A sole proprietor can apply for an EIN to pay employees even if they have no separate business entity. That being said, taxes will fall on the individual owner if it is a...

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

1 Answer | Asked in Business Formation, Business Law, Civil Litigation and Contracts for Maryland on
Answered on Nov 21, 2017
Cedulie Renee Laumann's answer
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 with international business law, with questions on the validity of a specific contract.

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?

1 Answer | Asked in Banking, Business Formation, Business Law and Real Estate Law for Maryland on
Answered on Sep 28, 2017
Cedulie Renee Laumann's answer
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 depends." Maryland law licenses mortgage lenders and usually a business cannot make a mortgage loan to any individual if the lender is not licensed. Additionally, mortgages require payment of transfer...

Q: All partners do they have a vote in llc

1 Answer | Asked in Business Formation and Business Law for Maryland on
Answered on Sep 18, 2017
Cedulie Renee Laumann's answer
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 the limited liability company act.

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

1 Answer | Asked in Business Formation and Intellectual Property for Maryland on
Answered on Jan 28, 2017
Cedulie Renee Laumann's answer
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 owner needs to make sure that names and logos it uses do not violate any existing copyright, trademark or tradename and that they are not "misleadingly similar" to an existing name / logo.

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

1 Answer | Asked in Business Formation and Business Law for Maryland on
Answered on Jan 24, 2017
Bennett James Wills' answer
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.

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

1 Answer | Asked in Business Formation for Maryland on
Answered on Jan 4, 2014
Cedulie Renee Laumann's answer
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.

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

1 Answer | Asked in Business Formation for Maryland on
Answered on Apr 23, 2012
Cedulie Renee Laumann's answer
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.

Q: Which of the two states is easier to start a commercial mortgage loan business, Maryland or Nevada?

1 Answer | Asked in Business Law and Business Formation for Maryland on
Answered on Jul 26, 2011
Cedulie Renee Laumann's answer
Determining where to incorporate or form a new business involves a great number of factors and is not easily answered by an online post. That being said, to issue mortgages in the state of Maryland one needs Maryland licensure.

You are encouraged to seek legal counsel before starting any new business. Some areas, such as mortgage banking, are highly regulated and require attention to many specific legal requirements.

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