Virginia Business Law Questions & Answers

Q: Would an ethics committee have authority to to enforce a decision that does not correlate to a specific rule?

1 Answer | Asked in Appeals / Appellate Law, Business Law and Gov & Administrative Law for Virginia on
Answered on Feb 6, 2017

The question requires clarification. What sort of ethics committee is involved, what industry/occupation and what grounds did the body give for its decision? Is enforcement being sought via the courts or in a private licensing/certification setting? For example, if this were a legal ethics matter, the relevant bar association could impose sanctions, but enforcement such as voiding the respondent's license to practice law would typically require application to and an order from the state supreme...
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Q: If a foreign-based company I own earns income but does not pay any dividends back to me, do I still owe US taxes on it?

1 Answer | Asked in Business Law and Tax Law for Virginia on
Answered on Jan 13, 2017

Definitely find a lawyer who specializes in this area. You don't want to try to guess with taxes. If you need a referral, feel free to contact me. Also, I found this white paper which you may find helpful in understanding the issues from a broad view: https://fas.org/sgp/crs/misc/R40623.pdf
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Q: Business partner is quitting before we launch and I want to buy his ownership of shares for $500. How do I do this?

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 6, 2016

Best to have a lawyer review the situation, advise and document the transaction.

Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is only general information. It is NOT legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I strongly encourage you to consult with a local lawyer to get legal...

Q: In Honolulu, Hawaii, for S Corporation, how many Board of Directors are required by law?

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 4, 2016

I most states only 1, but check with a Hawaii business lawyer.

Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is only general information. It is NOT legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I strongly encourage you to consult with a local lawyer to get legal advice and help with...

Q: What is the easiest and best way to get S corporation law, required board of directors, shareholder rights etc

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 4, 2016

Unclear what you are asking. A local business lawyer can help.

Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is only general information. It is NOT legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I strongly encourage you to consult with a local lawyer to get legal advice and help...

Q: I am a disregarded entity LLC. I have 754 step up. I want to make an S election. What happens to stepped up assets?

1 Answer | Asked in Business Law for Virginia on
Answered on Aug 28, 2015

Talk to a local tax lawyer or CPA.

Please Take Notice: I am not your lawyer unless we enter into an engagement agreement in writing. This is general information that is given for legal education only. It is not legal advice, and it may not work for your specific situation. It is impossible to evaluate a legal problem without a comprehensive consultation and review of all the relevant facts and documents. I strongly encourage you to consult with a local lawyer to get legal advice and...

Q: If you want to ask an attorney for a written response to a question, is that asking him/her for an "opinion" ?

1 Answer | Asked in Business Law for Virginia on
Answered on May 29, 2015

Yes, that is a proper question. Be well.

Q: Can a LLC in a different state buy real estate in the State of Virginia without registering with the State of Virginia

1 Answer | Asked in Business Law for Virginia on
Answered on Dec 10, 2014

The answer is governed by statute. In pertinent part, § 13.1-1059, entitled Transactions not constituting doing business, reads as follows:.

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this article:...

7. Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;

8. Securing or collecting debts or enforcing deeds of trust and...

Q: Is any officer of a purged corporation liable for corporation's debts IN VA

1 Answer | Asked in Business Law for Virginia on
Answered on Apr 25, 2011

This depends in part on when the obligation was entered into (before or after the corporation was purged) and what sort of debts they are. Some debts, particularly obligations to pay certain taxes, can bind officers of a corporation. Also, if the corporation was purged and did not exist at the time the debt was created, the courts can view the business as a partnership where there may well be personal liability.

Q: What are the VA laws governing healing arts practitioners?

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 8, 2011

Most of the professional regulations fall in Title 54.1 of the Virginia code (see http://leg1.state.va.us/cgi-bin/legp504.exe?000+cod+TOC5401000). They are broken down by professions there, with several chapters dedicated to the healing arts, as you put it.

Q: How much can I charge for copies of xrays in VA

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 7, 2011

If this is in response to a subpoena, there is a reasonableness requirement for your charge. There are a lot fewer firm rules about costs and fees than most people think.

Q: May an employee of an institution serve as a trustee on a promissory note from the institution to another employee?

1 Answer | Asked in Business Law for Virginia on
Answered on Feb 5, 2011

Is it allowed, yes, is it advisable is a fact based analysis that depends on the goals of the parties, and especially the trust instrument. Given the level of complexity you are discussing, you are far beyond the point of needing professional paid legal advice, rather than advice trough online forums.

Q: AntitrustIf I lose on a bid, can I ask the party who set up the bid what the winning bidder's price was?

1 Answer | Asked in Business Law for Virginia on
Answered on Jan 26, 2011

If you are talking about a private sector RFP, there is nothing that prohibits you asking. The party who set it up may refuse to answer. If it is a third party that set up the bidding process they may have a contract prohibiting the third party from disclosing any information about other bidders.

If the issue is government contracting, then you may want to involve a government contracts attorney as you may have rights to challenge an award of the contract.

Q: Can two seperate corporations owned by the same people merge

1 Answer | Asked in Business Law for Virginia on
Answered on Jan 16, 2011

The assets and liabilities of two companies can be combined and continue in a one of the two companies. Or they can all be transferred to a new company. Under all circumstances there should be a formal transfer. One of you biggest problems is going to be contracts with third parties to prohibit assignment.

The owners need to do more than just wake up one day and act like the two companies are now the same company. If the two companies are worth continuing, it is worth hiring an...

Q: I signed a contract with an investment education company that has multiple contradictions. Would that make it void?

1 Answer | Asked in Business Law for Virginia on
Answered on Jan 16, 2011

Completely invalidating a contract under Virginia law is difficult. For those portions in which there are contradictions if the other party drafted the contract you will probably receive the most favorable term listed in the contract. If you have been promised something in the contract that you are not receiving you might be able to cancel, sue for breach of contract or sue to have the contract invalidated. Take the contract and a write up fo your facts to an attorney for a thorough analysis.

Q: Does a non-stock corporation need to go to court to change the By-laws from a qurom to 2/3?

1 Answer | Asked in Business Law for Virginia on
Answered on Jan 16, 2011

Generally no, Court is not necessary. Your articles of incorporation, bylaws, or other governing documents will control the situation. In the absence of provisions in those documents the default position allows for the "corporation" to call a special meeting. Votes to change the bylaws can occur at the special meeting. The members/directors seeking the change should consult with an attorney and see if the corporation could pay the legal expenses to advise them, help call the meeting, and...

Q: Is there any way an llc can represent itself without attorney

1 Answer | Asked in Business Law for Virginia on
Answered on Jan 13, 2011

In a court of the Commonwealth of Virginia, generally no. Judges will often give a little leeway at the very first Court appearance, but if you file a case as a plaintiff without an attorney you run a serious risk of dismissal.

For administrative hearings it depends on the rules of the agency.

Q: May a Private corporation in Virginia have non-voting board members?

1 Answer | Asked in Business Law for Virginia on
Answered on Dec 23, 2010

The Virginia law pretty clearly implies that every director has to have the right to vote. Doing otherwise could cause a court to invalidate action taken by the board of directors on a close vote.

Q: Who is an interested party for protest purposes

1 Answer | Asked in Business Law for Virginia on
Answered on Dec 17, 2010

The definition depends on which state or federal law you are looking at. Generally, though, and interested party is one that is directly affected by an action or inaction of the body or office you wish to protest. For instance, for bid protests under the GAO regulations, an interested party is "an actual or prospective bidder or offeror whose direct economic interest would be affected by the award of a contract or by the failure to award a contract."

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