Maryland Business Law Questions & Answers

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

1 Answer | Asked in Business Law, Contracts and Patents (Intellectual Property) for Maryland on
Answered on Jul 10, 2018
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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Q: Is it legally possible to sue the owner of an LLC?

1 Answer | Asked in Business Law for Maryland on
Answered on Jun 26, 2018
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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Q: The state is telling me to pay sales and use tax that was due to be paid by the person that I bought the business from.

2 Answers | Asked in Business Law and Tax Law for Maryland on
Answered on May 8, 2018
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...

Q: Can I do business in a state other than the one I chose to incorporate in?

1 Answer | Asked in Business Law for Maryland on
Answered on Apr 16, 2018
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.

Q: What is the state law for maryland if we do not have an operating agreement?

1 Answer | Asked in Real Estate Law and Business Law for Maryland on
Answered on Apr 7, 2018
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...

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 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: Can I rectify an unintentional fraudulent mistake on past tax returns?

1 Answer | Asked in Tax Law, Business Law and White Collar Crime for Maryland on
Answered on Feb 28, 2018
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...

Q: Company A has sued me for breach of a verbal employment contract, but has now admitted in deposition that

1 Answer | Asked in Business Law, Civil Litigation, Contracts and Employment Law for Maryland on
Answered on Feb 14, 2018
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.

Q: I need advice on what I am able to do about a company who owes me more than $5,000.

1 Answer | Asked in Business Law, Civil Litigation and Consumer Law for Maryland on
Answered on Feb 2, 2018
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.

Q: Is there an exception to MD for corp to be rep by an attorney if the corp is owned by husband & wife in a civil action?

1 Answer | Asked in Small Claims and Business Law for Maryland on
Answered on Jan 29, 2018
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

Q: Which specific statutes govern long arm jurisdiction for liability concerning online sales?

1 Answer | Asked in Business Law, Civil Litigation and Products Liability for Maryland on
Answered on Jan 25, 2018
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.

Q: Do I have to pay Maryland annual back fees for an entity that has never conducted any business?

1 Answer | Asked in Business Law for Maryland on
Answered on Jan 24, 2018
Pawnee Ann Davis' answer
I sympathize with you.

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.

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: Hello. Can a non-profit incorporated in MD vote by email or other electronic or internet procedure?

1 Answer | Asked in Business Law for Maryland on
Answered on Jan 2, 2018
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...

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: as a small business owner is there a limit to the amount of a late fee I can charge for services?

1 Answer | Asked in Business Law and Contracts for Maryland on
Answered on Dec 29, 2017
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...

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 have a new business and would like to know what is the cost for Hiring an attorney for my small business

1 Answer | Asked in Business Law for Maryland on
Answered on Oct 27, 2017
Salim U. Shaikh's answer
Attorney cost depends on the stake and risk so involved in your business and the kind of advice & paperwork so involved...

Q: Is legal for landlords to withhold utility bill from tenants when sharing costs

1 Answer | Asked in Business Law, Civil Litigation, Contracts and Landlord - Tenant for Maryland on
Answered on Oct 13, 2017
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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