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Massachusetts Business Formation Questions & Answers
1 Answer | Asked in Consumer Law and Business Formation for Massachusetts on
Q: what do i do in this situation

i had work done on an bb gun and told them to limit it to a price of 200 $ and i had to pay 241 and it didn't work so i told them to take there parts out and give me my money back due to faulty parts

Jonathan R. Roth
Jonathan R. Roth
answered on Oct 24, 2017

If they do not comply sue them in small claims court. I assume you can document the instruction and read whatever you signed with respect to the repair.

1 Answer | Asked in Business Formation and Business Law for Massachusetts on
Q: Do I have to register my online business?

I started an online business as a hobby which has now been producing income. Do I have to register my business even though I have no employees? Will I be penalized for producing income without being a registered business? I appreciate your help with this situation. Thank you.

John Espinosa
John Espinosa
answered on Oct 11, 2017

There are both legal and tax implications to consider when engaging in business. You should consult with both an attorney and accountant to discuss the specifics of your business so they can properly advise you.

1 Answer | Asked in Business Formation, Civil Litigation, Contracts and Consumer Law for Massachusetts on
Q: Who and where should I file a lawsuit against a company that is not in my state?

I was wondering who I should contact or just to go through small claims court in regards to a travel agency that promised to refund me and is giving the run-around as to why they can't refund me, after already promising to do so. Any information is greatly appreciated.

Will Blackton
Will Blackton
answered on Aug 29, 2017

If you signed a contract with the travel agency (most likely for your original transaction, not the refund), that contract may contain a provision regarding consent to jurisdiction and governing law. If that provision exists, contact an attorney in the state described in that provision.

If...
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2 Answers | Asked in Banking, Business Formation and Business Law for Massachusetts on
Q: I am an equity partner in a company overseas and want to understand some details

If I am an equity partner in a company incorporated in EU, and that company wants to

1. wants to loan money to a company in US, is that possible/legal?

2. wants to open a bank account in US without incorporating in US, possible? How do I get a tax ID?

3. wants to pay me... View More

Jonathan R. Roth
Jonathan R. Roth
answered on Jul 20, 2017

A EU company depending upon the jurisdiction it is incorporated can loan money to a US corporation. The Amount of money that is required to be withheld will depend upon the tax treaty as well as the amount of tax it is required to pay to the US. The foreign entity will need to apply for and... View More

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1 Answer | Asked in Business Formation for Massachusetts on
Q: Converting from LLC to Inc. with 1 share of stock. Okay to simply put "No restrictions" under Articles IV and V? Thanks!

I'm completing the (MA) Articles of Entity Conversion of a Domestic Other Entity to a Domestic Business Corporation. The LLC has a sole proprietor who wants the corporation to have one share of stock. The new owner/stockholder is President, Treasurer, Secretary, and Director.

Kas DeCarvalho
Kas DeCarvalho
answered on Jul 6, 2017

If I can assume that by, "with one share of stock" you're also suggesting that you're the Sole Shareholder of the (current) corporation, and will be the sole Member of the (new/prospective) LLC...then yes. You are the only party with relevant authority over what restrictions... View More

1 Answer | Asked in Business Formation for Massachusetts on
Q: I live in MA but want to start an LLC in Delaware. What would I pay for taxes / fees to do business in MA and / or RI?
Kas DeCarvalho
Kas DeCarvalho
answered on Jul 6, 2017

Living in one State but forming an LLC in another State isn't the appropriate question to be asking...the right questions have more to do with whether your business has enough of a "nexus" of activity in the non-organizing State to require qualification in the non-organizing State.... View More

1 Answer | Asked in Business Formation, Business Law and Contracts for Massachusetts on
Q: Raising capital for a DE LLC with a Y-Combinator SAFE. Do I file anything to ensure investors are protected by IRC 1244?

The business meets all the qualifications of IRC 1244. I need to know if anything should be filed and with whom to offer the 1244 protection to investors. Also, I need to know what documentation should be retained and ultimately delivered to my investors if a loss is generated.

Jonathan R. Roth
Jonathan R. Roth
answered on May 4, 2017

To The Code also imposes recordkeeping requirements on the corporation relative to its §1244 stock. Among these is requirement that the corporation designate designation, for its transitional year, those of its outstanding shares that qualify for small business stock treatment.

(b)Common...
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2 Answers | Asked in Business Formation and Business Law for Massachusetts on
Q: Can a member of an LLC protect their interest in the company by placing that interest into a Trust?

By placing an LLC into a Trust can the members receive their dividends on a monthly, quarterly or yearly basis?

Jonathan R. Roth
Jonathan R. Roth
answered on Apr 25, 2017

Placing an LLC in a trust does not change when the LLC wants to make distributions and that is determined by the Manager and/or the Members of the LLC. The Trust can provide for distribution of funds on a monthly quarterly or annual basis. It depends how it is drafted. The reason to put a LLC in a... View More

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2 Answers | Asked in Business Formation for Massachusetts on
Q: I'd like to start a business, but the name I want to use is being used by another company in a different state.

Am I still able to use it in my state?

Glenn B. Manishin
Glenn B. Manishin
answered on Jan 18, 2017

Yes. If the name is not used or reserved at the MA secretary of state <https://www.sec.state.ma.us/cor/corsearch.htm>, you can use the name. If the name is already trademarked at the federal level, however, you would be better advised to pick a different business name or some modifier that... View More

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1 Answer | Asked in Business Formation for Massachusetts on
Q: Is there a procedure/certification that allows people to cook and sell food made at their own home? If not, what to do?
Ali Shahrestani,
Ali Shahrestani,
answered on Dec 12, 2016

Have a look: http://www.mass.gov/eohhs/docs/dph/environmental/foodsafety/residential-kitchens-faq-sheet.pdf

The best first step is an Initial Consultation with an Attorney. You can read more about me on my law practice website. This answer does not constitute legal advice; make any...
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