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I am one of three members in a new NY LLC. We had a previous

Hello,I am one of three members in a new NY LLC. We had a previous LLC together and made the capital contribution to the new LLC be our shares of the old LLC.My question is: who is now the member of the old LLC? Is it the new LLC and is it now a single member LLC? So we are no longer members in any way of the old LLC?Thanks for the help.

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Richard - Bizlaw

Juris Doctor

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Is the tax treatment any different for short term loss

Is the tax treatment any different for short term loss versus long term loss. I have $11,000.00 in short term losses.

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KJLLAW

Juris Doctorate

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I have a capital loss of $11,000 on my 2016 income tax

I have a capital loss of $11,000 on my 2016 income tax return I am filing married filing separately so I know I can only take $1500 of the loss off my income to arrive at my adjusted gross income but what if I have $4200 in dividend income can I use part of the loss to offset the dividend income when calculating my adjusted gross?

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KJLLAW

Juris Doctorate

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I am a member in a NY LLC. The operating agreement says I am

I am a member in a NY LLC. The operating agreement says I am responsible for "development of [certain] software" and that this is an unpaid position, with no specific obligation of time. I have supported myself through project-based consulting work for the LLC's customers.I recently agreed to a letter from the LLC saying I would be paid $x as Guaranteed Payments on a K-1. It stated my "positions" (exact word) as "head of software development" and "head of consulting". No mention of time commitment. No definition of the positions here or in the operating agreement.My question is: What time effort am I obligated to put in? I am having a disagreement with my partners on various other issues and don't want to make a specific commitment of time.

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Richard - Bizlaw

Juris Doctor

10,860 satisfied customers
Can you please review currently settlement agreement and

Can you please review currently settlement agreement and highlight any clauses that could potentially do harm to the company?

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39,070 satisfied customers
I have an LLC. my business partner and I are 50/50 owners.

I have an LLC. my business partner and I are 50/50 owners. He has done zero to work on the business. I have put some money into it and developed a website but it has not launched yet and I haven't put the website in the company name yet. But I have done all the work and expended some money while my partner has done nothing. No work, no money. The operating agreement won't let me kick him out because it requires a majority vote. Can I just start up a new company without him and let the old LLC die because no one is working it?

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KJLLAW

Juris Doctorate

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What is your feeling about this? And what do you suggest I

What is your feeling about this? And what do you suggest I do with this information? I just Googled and found information that raises more concerns about the IP Attorney. I removed his name below, but he apparently was accused of bribery and racketeering with a major political figure in New Jersey, who was recently found guilty and put in jail for the scandal that this attorney who's the partner is associated with. I had not been told anything about this:From Article in 2015:[IP ATTORNEY PARTNER] isn't a defendant in the federal corruption case against Ferriero, but prosecutors contend he secretly funneled bribes and kickbacks to the former chairman of the Bergen County Democratic Organization based on contracts that a [IP ATTORNEY PARTNER]company, C3 Holdings LLC, won with municipalities for services such as resident notification software. Before [IP ATTORNEY PARTNER] began testifying for the defense, U.S. Judge Esther Salas questioned the attorney on whether he understood his Fifth Amendment rights and the possibility that he could incriminate himself through his answers on the stand.In April 2008, a related [IP ATTORNEY PARTNER]-owned company, Braveside Capital LLC, entered an agreement for “governmental relations consulting services” with a Nevada-incorporated company that Ferriero created, SJC Consulting LLC, that promised Ferriero at least one quarter of gross revenue from contracts. Ferriero's financial involvement with C3 was kept hidden from officials, prosecutors have said.Answering questions from defense attorney Michael Baldassare, [IP ATTORNEY PARTNER] said he didn't view the contract, which was retroactive to the previous September, as a means to buy Ferriero's influence as the BCDO's chairman or secretly provide him with kickbacks."What do you think I should do with this information? It makes me more concerned about having him as a partner.David

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Richard - Bizlaw

Juris Doctor

10,860 satisfied customers
We are two Realtors in the state of Arkansas. We are

We are two Realtors in the state of Arkansas.We are Partners in a C corporation.Each of us hang AR real estate license under a different real estate brokerage firm, in other words we work for two different brokers. But we co list all of our listings.Can we both work for two different Brokers and deposit each Partners Revenue into one C corporation.Would that fall within the letter of the law according to Arkansas real estate law

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I received this explanation of financials from a business

I received this explanation of financials from a business lawyer asking me to work for either cash or equity in a new startup company. I don't understand this. Can someone explain exactly what I am being offered, and what questions I should be asking?There isn't a formal valuation, we put something together in terms of the opportunity last year. The valuation will not be done until the A round. So all the investors, which will be included in the independent contractors that will choose to defer compensation until the A round is when the valuation will be outlined. So the structure will be the following:No 3rd party will own any interest in the company until such time that the A round is place. The instrument that the company will employ is that of a Convertible Note Purchase Agreement. Therefore, no 3rd party will be in the cap table until that time.So, let's go over how that looks in the short term.Step 1: You will provide a proposal with a specific scope of services.Step 2: Let's say that your scope of services is estimated at $50,000.00Step 3: You will make the decision on what level of the income you want to put toward equity at the A round.Step 4: Let's say you decide to take 25k cash and put 25k towards the equity.Step 5: You, David will sign a convertible note purchase agreement with an investment in the amount of 25k.Step 6: There is no valuation until the A round. When the seed round closes, which you will be one of the participants, we will convert all note holders that invested in the seed round at a 25% discount of the A round valuation.Step 7: At the time of the conversion to equity in the future, you will have two options, convert your money into equity at the 25% discount of the future valuation/ or get your money back plus 8%.Let me know if you have any questions. The first thing we will need to do if you want to get involved with the company is this:1. Execute NDA2. Provide Proposal for Scope of Services3. Sign Independent Contractor Agreement with Company – where you decide on the amount of cash/investment4. If investment to any amount – you will be provided with the investment documentation along with the investment deck for you to review and/or execute.5. Once we close out the seed round, we will be working to grow the business and move swiftly to the A Round. Let's say at that time, we are raising money at a valuation of 10 million dollars. Your interest will be converted at a discount valuation of 7.5 million. If the valuation is 1 million dollars at the A round, then your investment will be converted at the discount of 750k.Hopefully this enough for you to digest and clarify your understanding. Let me know if you have any questions.The other third parties – have not yet converted anything since the documentation, investor deck for seed round is not yet prepared. I'm copying my partner on this so he is up to speed as well.Do you have enough to go with to put together a scope of services?

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Richard - Bizlaw

Juris Doctor

10,860 satisfied customers
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