How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask jdhaas Your Own Question

jdhaas
jdhaas, Attorney
Category: Business Law
Satisfied Customers: 2998
Experience:  23 years of business law experience
6118667
Type Your Business Law Question Here...
jdhaas is online now
A new question is answered every 9 seconds

I am buyinga 50%share of a business(auto salvage).The ...

Customer Question

I am buyinga 50%share of a business(auto salvage).The seller is proposingto keep 50% of the existing corporation and sell the remaining 50% without establishing a new corp. which I think would be the safest for me.After one year I am buying out the other 50% of the company.The question is how can I protect myself during that one year being a 50% partner from any liabilities that existing corporation may have.   Waldek.           Lantana, Florida
Submitted: 6 years ago.
Category: Business Law
Expert:  jdhaas replied 6 years ago.
The 50% owner has the legal right to make decisions during the time that he or she is the owner just as you have the legal right to make decisions. Thus, if owner A buys a corporate jet, the corporation has bought the jet. If owner B buys a racehorse, then the corporation has bought a racehorse.

The only way to prevent liabilities is to include that in the purchase agreement and the corporate documents. For example, the purchase agreement could say that all purchases over $1000 require agreement from all shareholders, etc. The same language should be in the bylaws.

Since this is an important issue, a corporate lawyer should review this transaction to protect your rights. You can find them by conducting an internet search or by contacting the referral service of the state bar in the state in which the business is located. Good luck.

I hope that I have helped you, answered all of your questions,
and that I have provided you with useful information.
Please ask more questions if I have not answered all of your
questions.

In the future, if you would like to specifically ask me a question,
you can ask for me in the body of the question.


Please be aware that my answer is not legal advice,
it is merely information. The only way that I am legally
responsible for your legal rights is if you have signed
a written retainer agreement with my law firm.
Customer: replied 6 years ago.
Reply to jdhaas's Post: the question is how to protect myself from the liabilities and obligations and debts if there are any, before I entered the company as a partner not the future liabilities
Expert:  jdhaas replied 6 years ago.
The way to resolve this is through the purchase agreement and by laws. In the purchase agreement you need to insert a clause that says that none of the corporate liabilities are going to be your responsibility, that the seller agrees to pay those upon closing.

If this is a significant investment for you, please consult with a lawyer to protect your interests and to draft this agreement so that it will do what you want it to do. This is an important issue and an attorney is indispensable for this.

I hope that I have helped you, answered all of your questions,
and that I have provided you with useful information.
Please ask more questions if I have not answered all of your
questions.

In the future, if you would like to specifically ask me a question,
you can ask for me in the body of the question.


Please be aware that my answer is not legal advice,
it is merely information. The only way that I am legally
responsible for your legal rights is if you have signed
a written retainer agreement with my law firm.
Customer: replied 6 years ago.
I did not get an answer and I did reply an hour ago, but there is no respond.
Expert:  jdhaas replied 6 years ago.
You asked a question and I answered it. Then you asked about the liabilities before purchase and I answered that. Do you have another question?
Customer: replied 6 years ago.
I know I can not expect a legal advices, but answers you gave me, did not explain or clear out anything, so thank you.
Expert:  jdhaas replied 6 years ago.
The only way for you to buy a company and not assume its debts is by drafting a contract that controls that issue. You will need an attorney to write that unless you are capable of writing that yourself.

I hope that I have helped you, answered all of your questions,
and that I have provided you with useful information.
Please ask more questions if I have not answered all of your
questions.

In the future, if you would like to specifically ask me a question,
you can ask for me in the body of the question.


Please be aware that my answer is not legal advice,
it is merely information. The only way that I am legally
responsible for your legal rights is if you have signed
a written retainer agreement with my law firm.
Customer: replied 6 years ago.
Again, the answers you gave me did not help in any way and are not helpful at all, so I will look for help elswere. Thank you.
Expert:  jdhaas replied 6 years ago.
I am sorry that I could not provide that which you wanted. Good luck.

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1767
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1767
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1495
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1174
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    504
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    373
    14 years practicing attorney, MBA
 
 
 

Related Business Law Questions

Chat Now With A Business Lawyer
jdhaas
jdhaas
49 Satisfied Customers
23 years of business law experience