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Virginia Business Law Questions & Answers
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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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... View More

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

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

Peter N. Munsing
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... View More

Robert R Weed
PREMIUM
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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2 Answers | Asked in Banking, Business Law, Consumer Law and International Law for Virginia on
Q: Is a "bank guarantee" necessary to sell a bar of gold in Ghana?

A lady wants to sell a bar of gold in country of Ghana.She is informed she needs a "bank guarantee" to sell them.She says she has to pay $4000 dollars to gain access to buyers of the gold. Is this valid or not?

Richard Sternberg
Richard Sternberg
answered on Nov 20, 2017

She would be wise to consult a lawyer in Ghana before proceedings. May countries have at many times in history restricted the sale of gold, both to currency security and for fraud prevention. It is not at all unimaginable that Ghana retains such a legal structure. She might prefer to sell the gold... View More

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2 Answers | Asked in Consumer Law, Employment Law and Business Law for Virginia on
Q: false or inarticulate information on your background check by chekr

I drive for uber and uber use third party background check company called chekr . checkr provided wrong and inaccurate information about me to uber then uber suspend my driving privilege. is it possible i held uber and checker liable for their neglect and what is my chances to bring them to... View More

Anthony Rocco Pecora
Anthony Rocco Pecora
answered on Oct 11, 2017

If Chekr is considered a consumer reporting agency it has obligations under the Fair Credit Reporting Act (FCRA) to have reasonable procedures in place to assure maximum possible accuracy of the information reported. Simply put, it should have algorithms or other "If then" formulas in... View More

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1 Answer | Asked in Business Law, Contracts and Consumer Law for Virginia on
Q: Can a contract signed by a canceled LLC be set aside as an invalid transaction?

Sales contract asserted to be fraudulent on several levels was signed by an LLC that that had been canceled under Va. Law five months earlier. Can a plaintiff assert that the contract as written was invalid due to the status of the LLC and as such void the contract or hold parts invalid

John Andrew Maghamez
John Andrew Maghamez
answered on Aug 21, 2017

Yes they can. An LLC must be considered active with the SCC to be able to conduct transactions.

1 Answer | Asked in Business Law for Virginia on
Q: Can I provide independent services to a former client based on this agreement?

Hi,

I am currently working as a tutor for a business. If a client (who I tutored under the business) is no longer receiving services from the business and wants private services from me, will it be a violation of my agreement?

Part of contract:

"Nothing herein precludes... View More

John Andrew Maghamez
John Andrew Maghamez
answered on Aug 9, 2017

This is definitely a situation to be wary about and I would definitely avoid handling this matter privately.

1 Answer | Asked in Business Formation, Business Law and Internet Law for Virginia on
Q: Internet Only business - Does it need to file as a foreign business entity in Virginia?

I live in Virginia, and am interesting in starting a few internet-only and/or mostly internet-only companies. I will be the only owner.

I've read Virginia doesn't offer protections to single member LLCs which is make me look to other states like Delaware, Wyoming, Nevada.... View More

Glenn B. Manishin
Glenn B. Manishin
answered on Aug 4, 2017

To the best of my knowledge, Virgina does allow single-member LLCs. (Single member partnerships are not permitted.)

Your business is conducted online but as the owner you have a physical presence in Virgina, even if just your home. You are therefore required to register as a...
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1 Answer | Asked in Contracts and Business Law for Virginia on
Q: I registered my company with LEGALINC, Can I change the "Registered Agent/Registered Office" address into my office add?

I registered my company with LEGALINC online, and right now I have there info as my "Registered Agent/Registered Office" but I stopped the service with them. Can I change the "Registered Agent/Registered Office" address in the State Corporation Commission profile into my office address?

John Andrew Maghamez
John Andrew Maghamez
answered on Aug 2, 2017

Yes you can. You have to file the appropriate docs with the Virginia SCC

1 Answer | Asked in Business Law, Small Claims, Construction Law and Consumer Law for Virginia on
Q: I hire a company to do repairs to my house .the company started but never finished. Can I hire a lawyer to handle case?

I asked him to give me the materials that was purchase and I will get someone to finish the work. He keep saying he is going to finish it's been since March 2017.. I know he had a few family issuses but I need the work completed. We have a sign contract and he also been paid some money

John Andrew Maghamez
John Andrew Maghamez
answered on Jul 30, 2017

Yes this would be an ideal case to hire an attorney on

1 Answer | Asked in Business Law and Civil Litigation for Virginia on
Q: in Virginia can a county force an 501c3 Corporation to liquidate its assets in a Fire Department that is registered SCC

our fire department was dissolved by the accomack board of supervisors today

F. Paul Maloof
F. Paul Maloof
answered on Jul 20, 2017

Generally, the answer would be: No. However, the final answer may depend on what is the basis for the County's action.

1 Answer | Asked in Business Law for Virginia on
Q: What can I do to run a business whose owner has been arrested?

My friend is a business owner and recently was arrested and is now facing a couple of years in jail. There is no official partner in the business but I know the ins and outs of the company and have been very involved since day one. Is there anyway I could go about running the company until he comes... View More

John Andrew Maghamez
John Andrew Maghamez
answered on Jul 16, 2017

I would attempt to arrange to have him sign a power of attorney to allow you to act on his behalf for as long as he is in jail. If that is not a possibility, you may need to petition the court to be appointed as his guardian while he is in jail. Option a is the best option. Speak to an attorney to... View More

1 Answer | Asked in Business Formation and Business Law for Virginia on
Q: Forming solo proprietorship

I'm looking to start freelance software development part time - I was interested in setting up a solo proprietorship since the work I'll be doing will have no liability and won't benefit from an LLC. I wanted to find out what business licenses\tax forms I would need to apply for.

Sean R Hanover
Sean R Hanover
answered on Jul 11, 2017

I would disagree with your statement about needing to incorporate (or, as you stated, form an LLC). Liability is not just limited to exposure from a potential client. You should definitely speak with a lawyer prior to make any final decision. Taxes are at the (1) federal level (EIN), (2) state... View More

1 Answer | Asked in Civil Litigation and Business Law for Virginia on
Q: When does someone become a shareholder?
F. Paul Maloof
F. Paul Maloof
answered on Jun 20, 2017

A person becomes a shareholder when a stock certificate is issued to that person and they pay at least the par value of the stock.

1 Answer | Asked in Appeals / Appellate Law, Business Law and Gov & Administrative Law for Virginia on
Q: Would an ethics committee have authority to to enforce a decision that does not correlate to a specific rule?

During the recent snow it was declared a state of emergency. When we couldn't attend the event. The host refused to reimburse the fees. Our ethics committee of the athletic association strongly recommended they reimburse. The host refused. We are appealing to the National board of directors.

Glenn B. Manishin
Glenn B. Manishin
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,... View More

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

I am a US citizen (in the state of Virginia) considering opening a business in Estonia, since I was approved as an Estonian e-resident recently. In Estonia, profit retained within a company for re-investment is taxed at 0% and is only taxed at the normal Estonian corporate tax rate when dividends... View More

Brian Lehman
Brian Lehman
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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