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...
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...
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.
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...
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...
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.
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.
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.
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/
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...
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...
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.
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...
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.
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.
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.
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.
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.
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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