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... View More

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.... View More

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... View More

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... View More

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... View More

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.

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... View More

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answered on Jan 24, 2018

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... View More

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.

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,... View More

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... View More

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... View More

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%... View More

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... View More

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... View More

A business owner in Maryland generally has the option of either purchasing Workers Comp for themselves or waiving it. Naturally the business must provide workers comp for all its employees. Typically the LLC members are not true "employees." Any workers compensation carrier should... View More

Generally any available name can be registered so long as it is not "misleadingly similar" to an existing name.

The law generally allows people to agree to whatever terms they chose, whether "reasonable" or not. Maryland has usury laws which prevent excessively high rates of interest. The presumptive "legal rate" of interest in Maryland is 6% but there are numerous exceptions to this... View More

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... View More

"Good standing" means that the corporate entity has filed its annual personal property returns each year. The annual $300 filing fee is waived for non-stock corporations but the entity still must file its returns. The State Department of Assessments and Taxation can give you the... View More