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Virginia Business Law Questions & Answers

1 Answer | Asked in Business Law and Tax Law for Virginia on

Q: I own an LLC, and I have 2 houses which I leave for renting. How can I do taxes for my LLC? Thank you.

Do I need to put 2 these houses into my LLC, or I can leave them separated, and then I still can do taxes for my LLC?

D. Mathew Blackburn answered on May 22, 2019

With no tax elections and no partners the LLC will be reported on Sch C.

The rental should be reported on Sch E if not actively managed or Sch C is actively managed.

If you put the rentals in your LLC you still file them on C or E based on active participation.

The...
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1 Answer | Asked in Business Formation and Business Law for Virginia on

Q: How do I start a sole proprietorship for my online reselling business as a minor?

I am a minor form Virginia who has a fair amount of experience with online sales and ecommerce. However, I know that my next business venture will generate enough money to know longer be considered " A hobby" which saves me the trouble of filing taxes for it. I want to legitimize my business... Read more »

Arnab Kumar Banerjee answered on Jan 29, 2019

you need a parent or guardian to register your business. you have no capacity to enter into any type of contract. so you need a legal guardian.

1 Answer | Asked in Business Formation, Business Law and Civil Litigation for Virginia on

Q: Can we sent out a text to customer third-party site ) to place Food Order - send a thank you and status text

I am Company A - restaurant - would like to use phone number received on order-form from Third-party ( Company ANY) who sends me order to prepare food for a customer who visited their site- I would like to send them text to these customer who are going to be trying and eating my food and tell... Read more »

F. Paul Maloof answered on Jan 29, 2019

The law in Virginia does not allow you or prohibit you from sending such as text as described.

1 Answer | Asked in Business Law and Civil Litigation for Virginia on

Q: What if I purchase a piece of furniture and the merchant proceeds to inform me they the them plus their vendor is out.

Am I entitled to a refund? I love in Virginia

F. Paul Maloof answered on Dec 11, 2018

I am unsure what is your question since the words you used are confusing.

1 Answer | Asked in Arbitration / Mediation Law, Business Law and Internet Law for Virginia on

Q: A website policy is dated 2011 yet the most current policy is dated 2017. Which policy takes legal precedence?

Concerning an auto auction arbitration policy: "NAAA Arbitration Policy" is dated 2017 and covers arbitration rules. The company website lists "Marketplace Policies" that also address arbitration but is dated 2011. The two policies conflict in some areas. Which policy takes precedence?

Timur Akpinar answered on Nov 24, 2018

It could be difficult for an attorney to answer without reading both policies. You could present both policies to an attorney in your state.

Tim Akpinar

1 Answer | Asked in Business Law for Virginia on

Q: My significant other of nine years are now parting ways. How do we transfer ownership of the business we have together?

We never got around to changing the business structure. It is a sole proprietorship in her name. We have vending and a business bank account. Is there an easy way to just change or do we file for new business license and essentially start over completely, applying for vending accounts, etc.? Trying... Read more »

Timothy R Johnson answered on Jul 25, 2018

I know no one likes this answer because it's exactly what you are trying to avoid...but you need to speak with a business attorney directly. While we can give general advice about what you need to do, there's almost always something unique to your situation that can adversely impact your interests... Read more »

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

Q: want to know if the owner is allowed to hold on to my tips if something is not done right.

He has a “to do list” with 10-12 things he wants done, and if one is not he would take 10% each of our tips for the day (cash and extra gratuity tips). He also takes them and holds on to them till Friday and then gives them to us.

Timothy R Johnson answered on Apr 12, 2018

Depends on whether he's at least paying you minimum wage ($7.25). If not, then he can get in some big trouble for that scheme, and you may want to consult an employment law attorney. Employment law attorneys don't typically charge consultation fees, and in some cases, may take some cases on a... Read more »

1 Answer | Asked in Business Law and Business Formation for Virginia on

Q: Is a license/registration required to give a three day Survival Class with one overnight camping required in Virginia?

I want to provide a basic wilderness survival class to minors and adults, age 12+, that involves one day lecture (8 hours) and one day (overnight) practical experience (total of three days) in the wilderness (though, not the backcountry as medical services are readily near). Are there any... Read more »

Timothy R Johnson answered on Mar 29, 2018

I can't possibly think of a department or 'professional license' that this would apply to.

If anything, the bigger issue is working out possible areas of liability such as if someone is injured while hiking or while engaged in any of the survivalist activities. You would probably want to...
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1 Answer | Asked in Contracts and Business Law for Virginia on

Q: My former business partner refuses to give me the Federal tax returns for the last FY that I was co-owner.

My former business partner bought me out of the business, however I am still a guarantor on a large SBA loan. I am trying to determine the financial health of the company in order to assess my vulnerability, but my former partner refuses to provide P&L reports or to acknowledge that I have a legal... Read more »

Timothy R Johnson answered on Mar 22, 2018

The easiest way is to refer to any purchase agreement for the business and see whether there are any terms that can be used for establishing your continuing right to monitor the business's financial health as it relates to the SBA loans. But if the purchase was done via a handshake agreement and... Read more »

1 Answer | Asked in Business Law and Business Formation for Virginia on

Q: I want to open a video gaming cafe that sells fresh, made on the spot pizzas. Is there any law that forbids this?

My husband and I want to open a video-gaming cafe that will have a gaming portion and a small pizzeria portion as well as a snack bar. When looking around for commercial space, a leasing agent commented that someone had tried a similar business model but ran into legal complications. I am currently... Read more »

Timothy R Johnson answered on Mar 16, 2018

I don't see anything particularly concerning about this business model. It's just an updated arcade that serves food. As long as you obtain all proper business permits including health permits, and establish appropriate privacy and internet security safeguards, there shouldn't be anything uniquely... Read more »

2 Answers | Asked in Arbitration / Mediation Law, Business Law and Civil Litigation for Virginia on

Q: I have a potential dispute with an water equipment distributor.

I purchased a dealership from a national distributor. The cost of the business was $ 22,500.00 and I borrowed an additional 25,000 in startup capital. After starting the business, I discovered the distributor made several false claims. They claimed to be a national manufacturer. They are... Read more »

Timothy R Johnson answered on Mar 12, 2018

At face value, it sounds like you might have some valid claims. But the only way to find out with some real certainty and fully assess your legal options is to consult a business/commercial litigation attorney. Attorneys need to review all the pertinent documents, correspondences, marketing... Read more »

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1 Answer | Asked in Business Law for Virginia on

Q: In regards to a VA LLC. Can a P.O.A. Be used to represent any individual listed as a partner in the LLC?

3 member partnership, one member has been deemed incapacitated, can his Atty act on his behalf as power of attorney?

Timothy R Johnson answered on Mar 12, 2018

The articles of organization and the operating agreement cannot limit the use of the power of attorney for members. If there is no prohibition on a non-member being given the POA to act on behalf of a member's part, it is most likely permissible.

(Va. Code § 13.1-1022. Management of...
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1 Answer | Asked in Business Law and Contracts for Virginia on

Q: VA Non Stock Corp. Can a BOD principal appoint a primary AND a secondary proxy simultaneously? ....in same document?

The idea being that if the principal is not in BOD meeting attendance, then the primary is his proxy. If principal AND primary are not in attendance, then secondary is principal's proxy. Proxies are not addressed in Articles or By-Laws.

Also if valid proxies and all other directors are... Read more »

Timothy R Johnson answered on Feb 26, 2018

In theory, sure a director could have alternate proxies based upon availability, but it should very clearly be established in any appointment forms regarding the circumstances when a proxy has the authority to operate on behalf of the principal. I have to stress that it should be VERY clear.... Read more »

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

Q: Virginia Non Stock Corp. Can a BOD director put a non- expiring or maybe an annual proxy in place?

If so, can the proxy specify a prioritized list of directors in meeting attendance to act as proxy?

Also if this can be done, can the directors attending a quorum BOD meeting use the proxy / proxies to unanimously approve resolutions?

Thanks!

Timothy R Johnson answered on Feb 26, 2018

The first thing to check is the entity's articles of incorporation and by-laws to see what, if any, restrictions are placed on proxies. Generally, those rules will control the issue.

If there is nothing limiting the use of proxies, then Virginia's Non-stock Corporation Act rules on proxies...
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1 Answer | Asked in Business Formation and Business Law for Virginia on

Q: Can a not-for-profit organization exist by just donating all of its profit instead of taking specific actions?

We have a for-profit LLC that we wish to convert it into a not-for-profit organization. We sell physical products and donate 100% of our profits already.

We would like to know if it is possible for a not-for-profit organization to be legal and retain its status if instead of doing the... Read more »

Timothy R Johnson answered on Feb 21, 2018

If your question is whether it is legal for a donor non-profit organization to donate any potential "profits" (funds received to be used for the organization's primary service objectives) to donee non-profit organizations, instead of the donor non-profit organization performing activities for their... Read more »

1 Answer | Asked in Business Formation and Business Law for Virginia on

Q: I started a Home Inspection business. Do I need to have a Registered Agent?

I used Legal Zoom to help with the initial paper work for my company and now they say that I need to kepp paying them because I need them to act as my Registered Agent.....

Quote

Registered Agent is the legal contact that receives, signs and forwards any State and legal documents to... Read more »

Timothy R Johnson answered on Feb 21, 2018

What's true is that you do require a registered agent. The registered agent can be just about anyone as long as they are designated by you to receive legal paperwork on your company's behalf. Many entity startup businesses (such as LegalZoom and a ton of "Create a S-Corp in 5 Minutes!" companies)... Read more »

1 Answer | Asked in Contracts, Business Law and Civil Litigation for Virginia on

Q: I live in VA and I worked as a consultant for a company in Florida, and they are not paying me for work performed

I live in VA and I worked as a consultant for a company in Florida, and they are not paying me for work performed totaling over $10k - do I sue them in Virginia or Florida? And if VA which court?

Timothy R Johnson answered on Feb 21, 2018

It's not a clear-cut answer whether you can sue the company in Virginia because it can depend on what the company's contacts are with Virginia.

What is a safe bet that they can be sued in Florida since they are a Florida company, presumably engaging in business in Florida.

But to...
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1 Answer | Asked in Business Law, Divorce, Family Law and Business Formation for Virginia on

Q: I am married & want to start a business. What can I do to ensure that my wife has no claim on it IF there is a divorce.

State: Virginia

Wayne E. Holcomb answered on Feb 13, 2018

About the only way to do that is to have a lawyer write up a Post-Nuptial Agreement for you that you and your wife both endorse. It is a lot like a Pre-Nupt, but after the marriage. If you were to use separate money, and keep it all separate, including the work, that might also work for your... Read more »

1 Answer | Asked in Personal Injury, Products Liability, Business Law and Lemon Law for Virginia on

Q: What can I do if a recall has left my car undrivable for 5 months?

My car failed VA state inspection due to a faulty sensor that is currently under recall by Jeep. However, the replacement part for the recall will not be available until April of 2018 which leaves me paying a car payment for 5 months with a car I cannot legally drive and also adds additional... Read more »

Peter N. Munsing answered on Dec 19, 2017

Contact the Center for Automotive Safety, see if there is any class action or bad faith action for such conduct--they should,at a minimum, authorize a rental.

1 Answer | Asked in Business Law, Consumer Law and Small Claims for Virginia on

Q: I am dealing with a company that I believe is/was false advertising. If I explain more could anyone help?

The company had lots of Black Friday incentives to earn prizes or codes that the company advertised as being able to be used on the promotions that would be offered during Black Friday. I have a screenshot of me winning the game that was titled The Black Friday Dragon Slayer and a printed coupon... Read more »

Robert R Weed answered on Nov 26, 2017

The Virginia Consumer Protection law is a false advertising law. It gives you the right to triple your money back PLUS legal fees. You can read more about that law, here. https://law.lis.virginia.gov/vacodepopularnames/virginia-consumer-protection-act/.

One place to look for lawyers who...
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