Washington Business Law Questions & Answers

Q: A foreign company wants to purchase part of my LLC. Do I have to reform as a C-Corp?

1 Answer | Asked in Business Formation, Business Law and Mergers & Acquisitions for Washington on
Answered on Sep 15, 2017

You would have to elect to be taxed as a partnership or as a C-Corp. A foreign entity cannot own part of an S-Corporation. However depending upon the purpose of the investment and the nature of how you want to operate there may be an alternative set of structures to accomplish your goal.
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Q: I bought some sticker logos legally on line. If I apply these logos to hats, can I then sell the logoed hats on ebay?

1 Answer | Asked in Business Law, Contracts, Copyright and Internet Law for Washington on
Answered on Sep 2, 2017

Do you intend to apply the actual logo stickers that you bought? In copyright, there is the First Sale Doctrine that provides that if a person buys an object having copyright protected material, the buyer can do what they want with the object. For example for a book, you could give it away or destroy it. But you may not duplicate/copy it. So while you may be able to sell the actual hats face-to-face with a customer, posting a picture of the hats showing the logo would result in you having...
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Q: is there a law that daycare centers MUST prorate for days the child misses it they are there full time?

1 Answer | Asked in Business Law, Contracts, Family Law and Education Law for Washington on
Answered on Aug 3, 2017

There's no law that I'm aware of. You look at the terms of the contract you signed and agreed to. If the contract says prorate, you prorate. If the contract says it's a fixed rate regardless of days missed, you pay in full. If the contract is silent, there's a decent argument the fee should be prorated because the daycare center is the drafter and ambiguities in a contract are decided favorably for the non-drafting party. Additionally, there are common law theories to contracting your...
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Q: Eat24 or an affiliate marketer made a site "stacias-pizza.com" that makes it look like my client's. Is this legal?

1 Answer | Asked in Copyright, Internet Law, Business Law and Intellectual Property for Washington on
Answered on Jul 7, 2017

Are you saying you're a web designer and you created a website for a pizza place, and someone copied and rebranded that website as Stacia's Gourmet Pizza?

If so, how much of your work was copied? What elements: images, text, html?

Or are you saying that Stacia's Gourmet Pizza is your client and some other company made a website that represents itself to be Stacia's Gourmet Pizza's official website?

Did Stacia's Gourmet Pizza give this other developer permission to...
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Q: Divorcing my spouse & we started a construction company about 25 years ago, suspect corp embezzlement by him & officers

1 Answer | Asked in Criminal Law, Tax Law, Business Law and Divorce for Washington on
Answered on May 3, 2017

You are likely going to need a business attorney in your area to represent you in any dealings with these creditors who are hounding you. The business attorney should be able to advise you on any potential exposure to creditors claims and defend you if any creditors attempt to collect against you for the debts of the business.

It sounds as if you already have divorce counsel to assist you in the divorce proceedings, but if you have not you most certainly need an experienced divorce...
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Q: How can I shield myself from personal liability if my business ends up getting sued?

1 Answer | Asked in Business Law for Washington on
Answered on Mar 30, 2017

The common way is to set up a limited liability or a corporation and to maintain the legal requirement of that entity so that the corporate structure cannot be "pierced." Here is the IRS's guide on LLCs, which I see most often with startups: https://www.irs.gov/businesses/small-businesses-self-employed/limited-liability-company-llc

www.lehmanlawgroup.com
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Q: For a single-person LLC choosing to be taxed as an S-Corp, what if revenue isn't enough to pay a "reasonable salary?"

1 Answer | Asked in Tax Law and Business Law for Washington on
Answered on Jan 26, 2017

To put things in perspective, it's important to remember that an S-Corporation is its own legal person, separate and distinct from its owners. When you, as a single person, elect to turn your LLC into an S-Corporation, you automatically wear two hats - that of a business owner and that of an employee (officer of the corporation). You have to treat yourself (in your employee capacity) as you would any other employee, or the whole thing falls apart. This means that there's the risk that the...
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Q: Can a small business host online raffles/lottos?

1 Answer | Asked in Business Law for Washington on
Answered on Jul 6, 2016

Maybe. Online prize law is not a well developed area of law yet, and involves not only the consumer protection act, but banking and sometimes securities laws as well. The state statute RCW 19.170 (http://app.leg.wa.gov/RCW/default.aspx?cite=19.170&full=true) governs promotions, disclosures and violations with regard to consumer protection. RCW 19.240 (http://app.leg.wa.gov/RCW/default.aspx?cite=19.240&full=true) governs gift certificates. You might want to start there, or consult an attorney...

Q: Is our non-profit corporation writing group in the state of Washington required to have a vice president?

1 Answer | Asked in Business Law for Washington on
Answered on Oct 8, 2015

Frequently, corporations statutes require this, but also provide that certain offices may be shared by the same person. Thus, if the Washington Nonprofit Corporation Act allows it, the offices of president and vice president, for example, could be held by the same person.

Q: Is it illegal for my partner to tell everyone that i am bought out if it is not true?

1 Answer | Asked in Business Law for Washington on
Answered on Aug 29, 2015

More information about specifics is needed. A local lawyer can advise.

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...

Q: Our co-signer took our truck from work. We are not in default on payment

1 Answer | Asked in Business Law for Washington on
Answered on Oct 30, 2012

You asked this question some time ago so perhaps you've already found the answer. The answer to your question depends somewhat on whether the co-signer also had a property interest in the vehicle (i.e., was his name also on the title?). If he is a co-owner then he may have equal rights to possession of the vehicle. If however he's just a co-signor and you are current with your payments I don't see why he would have any legal right to take your vehicle. You should consult with a local...

Q: Where can I find the WA state code that defines the business type "Sole Proprietorship"?

1 Answer | Asked in Business Law for Washington on
Answered on Apr 6, 2011

"'Sole proprietorship' means a legal form of organization owned by one person meeting the requirements of RCW 18.04.195." Wash. Rev. Code Ann. § 18.04.025.

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