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Maryland Business Law Questions & Answers

1 Answer | Asked in Business Law for Maryland on

Q: Does a S corporation have to be registered in MD, FL, VA or can it be legal without registration?

Mark Oakley answered on Jul 24, 2019

You’re mixing apples and oranges. First, any business that is not a state-registered entity (corporation, limited liability company, close corporation, etc.), is simply a sole proprietorship and all owners are personally at risk. A registered corporation can elect “Subchapter S” taxing status... Read more »

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

Q: Do I have a Maryland Consumer Loan license to lend a friend $6,000.00 and charge 14% interest for a four year term?

Bruce Alexander Minnick answered on Jun 18, 2019

Say what? How can anyone know whether you "have a Maryland Consumer Loan license" or not? And why do you not know?

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 »

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

Q: I did side work (bookkeeping) without a contract and I'm terminating them. What's the best way to protect myself?

One owner requested I do things that, although are non-reportable but are wrong per the IRS, I won't agree so I'm ceasing the relationship with a termination letter. How do I best word it to protect myself?

Bruce Alexander Minnick answered on Apr 23, 2019

Unless you have a written contract with the company (or person) that says otherwise, you do not have to tell them any reason why you feel the need to terminate the relationship. Therefore, IMPO you should keep your letter of resignation as short as possible, making very sure not to say anything... Read more »

1 Answer | Asked in Business Law for Maryland on

Q: If a synagogue merger requires the approval of two-thirds of its members, does the two-thirds requirement apply only to

If a synagogue merger requires the approval of two-thirds of its members, does the two-thirds requirement apply only to those voting or to the entire membership.

Mark Oakley answered on Apr 2, 2019

Depends what the by-laws or operating agreement specifies. It is common for the majority requirement for passage of resolutions or decisions to be limited to those present at the meeting called for that purpose, but generally there is a “quorum” requirement in that scenario, which is also... Read more »

1 Answer | Asked in Business Law for Maryland on

Q: What is the maximum interest I can charge for a business tenant rent default in Maryland

this is a partial rent default by an offshore tenant

Cedulie Renee Laumann answered on Mar 20, 2019

Maryland's usury laws are fairly complicated. The location of the tenant is likely irrelevant. The general legal rate of interest in MD is 6%. Most of the time people can charge up to 8% so long as there is a written agreement to that effect. However parties can agree in various situations to... Read more »

1 Answer | Asked in Business Law for Maryland on

Q: What section/article of MD Code deals with requirements for non-profit associations re: budget approval by board?

The board of our 501(c)(6) non-profit association is spread out geographically throughout the Eastern and Western Shores of MD, and our budget needs to be approved. We want to know if the State of Maryland Code allows voting on approval of our budget electronically (via email). Thank you.

Mark Oakley answered on Mar 1, 2019

MD Code, Corporations and Associations, § 2-409. Place and notice of meetings

(a) Unless the bylaws of the corporation provide otherwise, a regular or special meeting of the board of directors may be held at any place in or out of the State or by means of remote communication....
Read more »

1 Answer | Asked in Business Law, Insurance Bad Faith and Insurance Defense for Maryland on

Q: My mom owned a cosmetology school. It was under a LLC. The business closed, and the students had to transfer....

Because the students transferred, the insurance my mom had "covered" the expenses of the students tuition and fees. This insurance company is claiming she, the co-owner, and LLC lawyer signed the Indemnity Agreement which makes the owners liable for the damages. The insurance already sent the bill... Read more »

Arnab Kumar Banerjee answered on Jan 29, 2019

i need some more information. what are the terms of indemnity agreement your mother signed ? are they hold her liable ? can you share me the indemnity contract ?

without knowing the exact terms i cannot give you any advice.

1 Answer | Asked in Business Law for Maryland on

Q: What do I need to do to keep my company TM but have it revert from a federally registered one to just a regular TM?

I'd like to do this as cheaply as possible.

Mark Oakley answered on Jan 24, 2019

The federal trademark is a nationally recognized trademark that allows you to potentially block users anywhere from using it under the federal law. However, nobody can block you from using the mark that you have been using prior to any other party's adoption of it. For most small businesses... Read more »

1 Answer | Asked in Copyright, Business Law and Intellectual Property for Maryland on

Q: I am starting my own business. I came up with the name in 2008, but there's a 2017 tv show with the same name...

I invented the name for my business back in 2007-2008 and want to use this name as I am starting my own consulting business. However, in 2017 there was a documentary/TV series created with the same name. Is this copyright infringement if I go forward using the name I'd come up with? It's not really... Read more »

Mark Oakley answered on Jan 2, 2019

As long as you are not creating written or media pieces (film) with the name as a title (assuming the name is unique and identical to the TV show) then there is probably neither copyright nor trademark infringement. But without reviewing the specific title and nature of your business it is... Read more »

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

Q: I paid a contractor for home repair services and he declared bankruptcy. What laws do I cite in an MHIC hearing?

The contractor promised to perform repair and renovation services promptly and failed to do so. After completing only the demolition portion of a major project, he declared personal and business bankruptcy. He owes 89 creditors over $1M. DLLR has referred the case to the Office of Administrative... Read more »

Mark Oakley answered on Dec 27, 2018

You really need to talk to a lawyer. Your question is too broad and general to allow an answer in the space available. I assume you have made a claim against the Guaranty Fund. You need to prove your monetary damages using one of the three formulas allowed under the statute and regulations, and... Read more »

1 Answer | Asked in Business Law and Animal / Dog Law for Maryland on

Q: Can a pet store refuse to sell me a puppy just because I have children?

I drove 2 hours (From centeral VA to MD, to a pet store we've prevuously been to and took our children to) to see a puppy we had our hearts set on only to have the pet store deny us the sale just because we have chikdren. Is that legal? I understand screening potential byers for things like... Read more »

Mark Oakley answered on Dec 11, 2018

It’s a private company so they can do what they want. You’ll find it much easier to adopt the same day at the county animal shelter or the local humane society, who have many rescues looking for a home.

1 Answer | Asked in Business Law for Maryland on

Q: Can I charge anything I want for no-show appointments or is there a limit?

Mark Oakley answered on Nov 30, 2018

The no-show charge policy must be communicated and agreed to up-front (or implicitly agreed to based on clear notice at the time of making an appointment). Only then will you have a legal basis to charge the fee. As far as the amount, there is no stated law on this, but as a rule of thumb most... Read more »

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

Q: Maryland sick/safe law, can you be forceto use your accrued PTO?

Is it permissible for an employer to only allow you to use your sick and/or safe leave if you have the PTO hours to cover said leave? Thus then charging you PTO hours in addition to your sick and/or safe leave hours? This is a job place where the employees are paid predominantly tips, the the tip... Read more »

Joseph D. Allen answered on Nov 12, 2018

As long as the employer's overall PTO policy provides the minimum sick/safe leave, they can require the employee to use earned PTO. However, if the employer does not set aside leave that can only be used for sick/safe purposes, the DLLR guidance states that it "strongly encourages such employers... Read more »

1 Answer | Asked in Business Law for Maryland on

Q: Dissolving of LLC partnership


I have a question regarding dissolving of LLC partnership.

We have LLC with 4 members registered in Maryland. We don’t have operating agreement signed despite the fact that company operates for 3 years already. Recently, we had a conflict situation with one of the members,... Read more »

Mark Oakley answered on Nov 8, 2018

No, dissolution on your facts (no operating agreement providing otherwise), requires either unanimous agreement of the members, or a judicial dissolution upon filing a petition to dissolve the LLC on the grounds that it “is not reasonably practicable to carry on the business in conformity with... 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 Business Law for Maryland on

Q: Can two members of an LLC having 25% ownership each (50% overall ownership) sell the business without the other 50%?

In the state of Maryland

Joseph D. Allen answered on Aug 27, 2018

That depends on what the articles of organization, operating agreement, or other agreements say about who has control over sale of assets of, or membership interests in, or the power to dissolve, the LLC. If you don't have an operating agreement that deals with this, then certain default statutory... Read more »

1 Answer | Asked in Business Law, Contracts and Patents (Intellectual Property) for Maryland on

Q: What can I do if I believe my idea from invention company was stolen?

Beginning in Nov 2003 (approx) I started working with Davison Inventions. I eventually received a prototype of my idea, which I still have to prove that I had this idea and production in the works. We worked on this for quite some time--I have paperwork from Mr Sawyer to 3 different addresses... Read more »

Kevin E. Flynn answered on Jul 10, 2018

It is very serious to accuse someone of stealing an idea. It does happen but you need to have your facts all lined up.

As your fact pattern did not include that you obtained a patent, you cannot sue for patent infringement. (yet).

You need to take all the relevant documents to...
Read more »

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