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Recent business law questions
I have a question regarding LLC membership interests. Let's
I have a question regarding LLC membership interests. Let's say there are 2 partners, A & B, who are each getting 50% membership interest in a new LLC.How do I structure the operating agreement such that if the company is acquired by another outside entity in less than 18 months, then Member A shall be earn more from the liquidation?One idea I have is to issue additional X units of capital interests in the LLC to Member A. Is this possible?Thanks.
I'm bringing on a new partner to my S-Corp to have 30%
I'm bringing on a new partner to my S-Corp to have 30% stake in the company. Currently, I own 70%, and the company owns 30%. We'd like to change it to the company = 10%; new partner = 30%; and I = 60%. Is there an easy way to accomplish this? Do I need to sell him 10%, and then have the company sell him 20%? Or is there a method to just do one transaction for him?
I want to start my own transportation service in the
I want to start my own transportation service in the Worcester, MA area. I want to know, the order and steps to acquire specific licenses, permits, insurance I'll need? Where to apply for required items, local city or state offices? I'm holding off on buying the vehicle, small sedan or minibus, until I have the above information because I'd want to know if once the necessary requirements are in place, will the vehicle I purchase qualify as capital and eligible for any tax purposes at year end?JA: Have you talked to a lawyer yet?Customer: No, I'm in my local library researching. Recently I settled a workman comp case, and mentioned this to my lawyer the idea of using settlement to start my own business. I asked him if he could put me in contact with anyone he might know that could help with this, he told me he'd get back to me if he had a lawyer to refer me to.JA: Anything else you think the lawyer should know?Customer: I'm setting up the business to allow me flexibility along with an income, in order to pursue other interests, goals, I'm turning 54 end of the summer and no longer want to work for others.JA: OK. Got it. I'm sending you to a secure page on JustAnswer so you can place the $5 fully-refundable deposit now. While you're filling out that form, I'll tell the Corporate Lawyer about your situation and then connect you two.
Fifth Third Bank has frozen my business checking account. It
Fifth Third Bank has frozen my business checking account. It was a new account. There were seven deposits made in about a two week period totaling about $60,000. Each deposit consisted of only checks, no cash. The deposits each said they had a two week hold because it was a new account. When the first deposit was set to clear, Fifth Third denied me access to my account and has now frozen all funds. They say they are investigating my account and can hold my funds for a period of up to 180 days. Everytime I call in they tell me they have nothing to report and can not even tell me how much I have in my account. What can I do about this? They are not telling me what they are investigating or why? Shouldn't have all the checks cleared by now?
Attorney At Law
Doctor of Law w/ highest honors
I have chosen the sub-heading "Business Law"
I have chosen the sub-heading "Business Law" for this question but please feel free to forward it to the correct dept. if I chose the wrong category.My question has to do with liability. I am the Treasurer of a church in NYC. Our building is about 170 years old. Last week, a rock concert was held in the sanctuary of the church and during the band's rehearsal a piece of plaster fell to the ground from high up the side wall (maybe 35 feet or so). No one was hit or injured by the piece of plaster which was about 6 inches in length.This event has caused something of a crisis amongst the church leadership where one side, led by the rector, advocates closing the sanctuary entirely for the duration of the time it takes to seek a repair to the entire church ceiling in essence spending 100s of thousands of dollars (the sanctuary is the main part of the church - the temple - if you will, there are other parts of the church like the Parish Hall and offices where meetings can be held etc).The other side of the argument, led by me, the Treasurer, feels that this strategy will almost entirely bankrupt the church and that this event, which is notable and worth paying attention to, is not enough to close the church entirely. The folks that support closing say that they must close because of the liability. That should another piece fall and actually hit someone, then the church would be negligent. I am asking if this event has to rise to this level of liability. The church is old. Nothing has fallen from the walls or ceiling for over 15 years. The rock concert was very loud and the volume shook something loose. My gut feeling is that this event shouldn't have to rise to this level of caution. That, yes, we have been alerted to a problem and must begin a capital campaign to raise funds but the proposed solution of closing the church is an over-abundance of caution and will hurt us financially.I am willing to discuss further by phone. How do you weigh liability and determine a rational solution?I realize you can't give me actionable advice. I am seeking a legal consultation to see if my counter argument has any merit.
The original member of a LLC wants out, company has not
The original member of a LLC wants out, company has not transacted business. Need simple forms to record the necessary resolutions in the records books, need to change registered agent with state of florida (where the entity is domestically organized), change primary business address to our business address in NY and mutually release each other (original member of LLC and the company)
I need a sample clause LLC operating agreement (member
I need a sample clause for an LLC operating agreement (member managed) which grants the organizing member an equity interest in the LLC. Four other members will contribute $25K each. The organizer has obtained the location, the conditional use permit and will obtain the dispensary license. The organizer intends to be an equal member (20%) for organizing the LLC and obtaining the necessary permits and licenses.Existing boilerplate wording:NITIAL CONTRIBUTIONS. The Members initially shall contribute to the Company capital at least one share/($X,000.00) and the company shall keep record of the amount each members shareholdings.Please provide sample alternate wording
We are looking advice regarding a startup company. We are
Hello,We are looking for legal advice regarding a startup company. We are determining the ownership percentages for the company and are looking for an opinion based on the following scenario:There are 2 founders of the company who came up with the idea for the business, will be doing what is necessary to get the business started, and will be operating the business full time going forward. The founders negotiated with the only manufacturer of a specialized boat that this manufacturer cannot sell this boat to anyone else for a period of 18 months and that we would have the option of purchasing another boat within this period in order to extend this territory protection clause. It is a 30 mile radius from a restaurant in Tampa, FL. Therefore, nobody else will have the ability to purchase this boat and offer this service in the entire bay area.The necessary startup capital for this business is $340,000. The founders will be each putting up $40,000 for a total of $80,000. There are two silent investors who will each be putting up $130,000.We have discussed a potential 65/35 or 70/30 split between founders and investors. In your opinion, is this fair to both sides or are we off base? Thank you.
I am one of the four founder of healthcare company createdView more business law questions
i am one of the four founder of healthcare company created over more than 3 years now. a year ago 2 individual invested money to the company. however, after a year the company is not making any revenue, and since i relocated an hour away from the company, i decided to resign and work there. now they're accusing me of abandoning the company and they are wanting to sue me and want to get their money back. when they invested i didn't promise to stay with the company and work. its my other partner who presented to them. do they have to right to get their money back since company is going down? can they sue me for not actively working with the company?