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Virginia Business Law Questions & Answers
1 Answer | Asked in Business Law for Virginia on
Q: Business partner is quitting before we launch and I want to buy his ownership of shares for $500. How do I do this?

We are a incorporated as a C-corp but not officially up and running yet. We have no board of directors. Just him and I are "employees", although not taking salaries.

Adam Studnicki
Adam Studnicki
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...
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1 Answer | Asked in Business Law for Virginia on
Q: In Honolulu, Hawaii, for S Corporation, how many Board of Directors are required by law?
Adam Studnicki
Adam Studnicki
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...
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1 Answer | Asked in Business Law for Virginia on
Q: What is the easiest and best way to get S corporation law, required board of directors, shareholder rights etc
Adam Studnicki
Adam Studnicki
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...
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1 Answer | Asked in Business Law for Virginia on
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?

LLC to S corporation

Adam Studnicki
Adam Studnicki
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...
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1 Answer | Asked in Business Law for Virginia on
Q: If you want to ask an attorney for a written response to a question, is that asking him/her for an "opinion" ?

Need to document the chain of reasoning for a commercial decision and that involves asking lawyers for their guidance on a few points, is it correct use of the word "opinion" ? Would it be using the correct terminology to contact an attorney and tell him/her that you have a question you... View More

Adam Studnicki
Adam Studnicki
answered on May 29, 2015

Yes, that is a proper question. Be well.

1 Answer | Asked in Business Law for Virginia on
Q: Can a LLC in a different state buy real estate in the State of Virginia without registering with the State of Virginia
Thomas H. Roberts
Thomas H. Roberts
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...
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1 Answer | Asked in Business Law for Virginia on
Q: Is any officer of a purged corporation liable for corporation's debts IN VA
Mr. Andrew T. Bodoh
Mr. Andrew T. Bodoh
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... View More

1 Answer | Asked in Business Law for Virginia on
Q: What are the VA laws governing healing arts practitioners?

I have a Core energetics 4 year certification and an MSW

Mr. Andrew T. Bodoh
Mr. Andrew T. Bodoh
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.

1 Answer | Asked in Business Law for Virginia on
Q: How much can I charge for copies of xrays in VA
Paul A. Prados
Paul A. Prados
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.

1 Answer | Asked in Business Law for Virginia on
Q: May an employee of an institution serve as a trustee on a promissory note from the institution to another employee?

An employee of an institution is issued a promissory note by the institution and the note is secured by a deed of trust. Real estate owned by the borrower serves as security for the note. Under the Virginia Uniform Custodial Trust Act, may another employee of the institution serve as the trustee... View More

Paul A. Prados
Paul A. Prados
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... View More

1 Answer | Asked in Business Law for Virginia on
Q: AntitrustIf I lose on a bid, can I ask the party who set up the bid what the winning bidder's price was?
Paul A. Prados
Paul A. Prados
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... View More

1 Answer | Asked in Business Law and Mergers & Acquisitions for Virginia on
Q: Can two seperate corporations owned by the same people merge
Paul A. Prados
Paul A. Prados
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... View More

1 Answer | Asked in Business Law and Contracts for Virginia on
Q: I signed a contract with an investment education company that has multiple contradictions. Would that make it void?

The offer was for DVD lessons, charting and access to the website. I understood it to begin when I signed up for charting. They claim the money back guarantee started from date contract signed. They claim only the charting was a delayed start. The contract has many contradictions. One place it... View More

Paul A. Prados
Paul A. Prados
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... View More

1 Answer | Asked in Business Law and Contracts for Virginia on
Q: Does a non-stock corporation need to go to court to change the By-laws from a qurom to 2/3?

The company consists of 10 members. The By-laws reads it takes 2/3 of 11 to call a meeting to order. What if 2 people protest. What legal steps have to be taken to call a meeting and change the Bylaws?

Paul A. Prados
Paul A. Prados
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... View More

1 Answer | Asked in Business Law for Virginia on
Q: Is there any way an llc can represent itself without attorney
Paul A. Prados
Paul A. Prados
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.

1 Answer | Asked in Business Law for Virginia on
Q: May a Private corporation in Virginia have non-voting board members?

May a corporation chartered in Virginia that is privately owned with stockholders designate a board member who is non voting when their corporate documents (By Laws and Articles of Incorporation) do not address voting rights of Directors?

Mr. Andrew T. Bodoh
Mr. Andrew T. Bodoh
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.

1 Answer | Asked in Business Law for Virginia on
Q: Who is an interested party for protest purposes
Mr. Andrew T. Bodoh
Mr. Andrew T. Bodoh
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... View More

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