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Virginia Business Law Questions & Answers
1 Answer | Asked in Business Law, Civil Litigation and Employment Law for Virginia on
Q: Would reporting gross incompetence of a company to news outlets outlets be covered under whistleblower
F. Paul Maloof
F. Paul Maloof
answered on Dec 29, 2019

I regret that I do not handle whistleblower matters. Sorry.

1 Answer | Asked in Business Law, Contracts and Employment Law for Virginia on
Q: How Can a firm charge a client for hiring me if I am not their employee, nor have a non compete contract.

I currently obtain part time shifts through a company that declares I am not an employee, I am an independent contractor. Therefor they can not and will not verify that I work through them. One of the facilities I have been providing assistance to wanted to hire me FT. I was interested. They say... View More

Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Nov 27, 2019

If you did not sign any documents or a contract with the employment agency I would be very surprised--because all of them require people like you to do so.

Moreover, if an employment agency or company has been sending you out to work at various places then you can be sure the agency has...
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2 Answers | Asked in Business Law, Civil Litigation and Contracts for Virginia on
Q: What are the potential risks and liabilities a cleaning business can face?
F. Paul Maloof
F. Paul Maloof
answered on Oct 11, 2019

You question is too broad to give you a short answer. If you have a specific question I may be able to answer it.

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1 Answer | Asked in Business Law, Civil Litigation and Contracts for Virginia on
Q: Can a company change the rules to a giveaway the day before the drawing?

I am having a difficult time finding a lawyer for this issue. I began playing at the new Rosie's locations since they opened in May, I started playing there when they launched a Giveaway for cash prizes and a car with a cash option if I did not want the car. I played their locations and... View More

F. Paul Maloof
F. Paul Maloof
answered on Aug 22, 2019

I regret that I do not handle this type of matter. You may want to contact the Office of the Attorney General for Virginia and ask them your questions.

1 Answer | Asked in Contracts, Employment Law, Real Estate Law and Business Law for Virginia on
Q: My mother passed away willing her home to my brothers. The will was notarized, but no witness on it. Is the Will valid?
Tim Akpinar
Tim Akpinar
answered on Aug 18, 2019

I'm very sorry for your loss. Your question was probably overlooked all this time because it wasn't in the Probate or Estate Planning categories, where an attorney knowledgeable about wills might have seen it. 'Sorry for this inconvenience, but you could repost and include those... View More

1 Answer | Asked in Contracts, Business Law and Collections for Virginia on
Q: Can a vendor keep my deposit?

I paid a singer for an event a deposit, the amount was half the cost of his services. There was no form of contract or agreement created detailing services or if the deposit was non-refundable. About a week after he was paid, and over a month before the event, I decided I no longer needed his... View More

Bruce Alexander Minnick
Bruce Alexander Minnick
answered on Jul 8, 2019

This sad incident should convince you--and perhaps teach others who learn about it--to ALWAYS get personal service contracts like this in writing, spelling out all the details. The singer is used to--and happy--to sign contracts; but the singer is probably much happier when folks like you give him... View More

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
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... View More

Arnab Kumar Banerjee
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... View More

F. Paul Maloof
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
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?

Tim Akpinar
Tim 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... View More

Timothy R Johnson
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... View 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
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... View 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... View More

Timothy R Johnson
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...
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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... View More

Timothy R Johnson
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... View 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... View More

Timothy R Johnson
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... View 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... View More

Timothy R Johnson
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... View 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
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... View More

Timothy R Johnson
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.... View 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
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...
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