Kevin Flynn's answer 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 an attorney with the right skill sets. Someone will need to sort out whether someone else simply had the same good idea that you did. Happens all the time. Necessity is the mother of invention and...
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Mark Oakley's answer Ordinarily, no, if the suit is based on a contract or other interaction involving the LLC and its business services/products only. If the owner of the LLC is using it as a sham to commit fraud then it may be possible to pierce the veil of the entity, but that is very fact (and proof) specific. You provide no facts of context for your question, so it is not really possible to give any definitive answer.
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Benton R Patterson III's answer Generally, if you purchase the entire business, the business remains liable for its obligations incurred under prior ownership. I would have an attorney review the sale documents. There may be representations and warranties in the purchase agreement that the business taxes were paid. If so, you may have recourse against the seller. If there are no purchase documents, it is unlikely you will get out of paying the taxes. Although, I would still recommend discussing the situation with a local...
Mark Oakley's answer Yes. If you expect to be doing regular business in the other state, like several transactions per year, then you generally are required to register your "foreign" business in that state--it's not the same as organizing your business there, but you are required to register if you regularly conduct business there.
Richard Sternberg's answer You need an Operating Agreement. Depending what isn’t defined, you may be defectively formed, in which case, the liability veil of the LLC can be pierced by claimants; or you are simply stuck with provisions for your LLC that apply only if there is no provision in the LLC Operating Agreement. Particularly if yours is a two-person show with no means of resolving disputes, your LLC is a train wreck waiting to happen. Forming an LLC can now be done on line for the filing fee in many states or...
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.
Mark Oakley's answer Criminal or civil fraud requires knowledge of the fraud and intentional conduct to perpetrate the fraud, so honest mistake is a complete defense. Stop worrying. Hire a CPA to review your past returns and file any corrected or amended returns for the affected years, as necessary. Any penalties or late fees can be paid or negotiated through your CPA. If you overpaid taxes or mistakenly paid taxes to the wrong taxing authority, you can request a refund, but you may be limited to the past three...
Mark Oakley's answer Perhaps. There is a common law duty of loyalty in the absence of a specific employment contract term, but in the context of an independent contractor that may be very limited if not legally nonexistent. There may be specific facts in your case that change any analysis, so meet with a lawyer to review options.
Bennett James Wills' answer You could choose to file a lawsuit in the Maryland district court (assuming you have jurisdiction) to seek a judgment against the company. Consult a lawyer for your best options.
Cedulie Renee Laumann's answer While an individual can chose to represent themselves, generally a corporation must have a lawyer represent in nearly all matters. Maryland law does have an exception where an officer / owner may represent a corporation only in small claims matters under $5,000. If the amount is over $5,000 the entity needs legal counsel.
See Md. Ann Code, Business Occupations & Professions, 10-206
Mark Oakley's answer Maryland Courts & Judicial Proceedings Code Ann. § 6-103. However, long arm jurisdiction is heavily litigated and the statute is only the starting point. You will have to research many appellate opinions, both Maryland cases and the US Supreme Court, to fully understand the limits and breadth of jurisdiction, and then apply that to the very specific facts of the case.
When you set up a business you do need to follow the state law requirements and pay all your dues. You should have dissolved the business if you weren’t making any money at all for the first year. That doesn’t mean not making a profit. It means literally not making any money.
At this point you may want to speak to Maryland to see if you can negotiate with them to pay less if you don’t have the funds to pay the back fees. Otherwise, just pay them.
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 The bylaws of a non-stock corporation should set the protocol for voting matters. A corporation (including a non-stock one) may elect to have meetings by means other than in-person meetings, for instance by real-time online conference. Generally speaking, all board members / trustees should have the ability to review whatever materials are presented, hear the discussion and speak in real time.
Most bylaws also authorize the passing of specific resolutions by unanimous written consent...
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 You may wish to look at the Commercial Law article, title 14, and in particular statute Md. Ann Code, Commercial Law § 14-1315.
For consumer contracts, late fees may be capped at a certain % (e.g., 1.5% of the amount past due) and/or limited to the number of times imposed (e.g., $5 or 10% late fee but can be imposed no more than 3 times). The law also requires certain disclosures of late fees.
This post does not offer legal advice or attempt to analyze how the law applies to...
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.
Salim U. Shaikh's answer No. What percentage of sharing was agreed? Whether tenant has to pay a fixed amount then showing of bill is not mandatory. If bill sharing is on the basis of usage then bill showing or copy thereof need to be given to tenant.
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