Interested in establishing my film production company as an
Interested in establishing my film production company as an LLC, but unsure where to register it as I live in two states: California and Maryland. For tax purposes, I've been doing research into registering in Wyoming, especially since 95% of my business is performed online (I'm a creative producer, so the bulk of my work is writing on a laptop, as opposed to on an actual film set), so I'm really not "doing intrastate business"; I'm working from home, from my computer. Am I right that a Wyoming-based LLC is a viable option for me, or no?JA: Can you tell me what state the LLC is registered in?Customer: It's not registered anywhere yet. That's what I'm trying to determine...if it's a good idea to set it up in Wyoming, for the tax breaks, or not. Thanks!JA: Has anything been officially filed? If so, what?Customer: No, nothing at all. All I have is the business name, but if hasn't been registered anywhere.JA: Anything else you want the lawyer to know before I connect you?Customer: IT hasn't been registered anywhere...
I have an LLC formed Nov 2012 with operating agreement that
I have an LLC formed Nov 2012 with operating agreement that allows member withdrawal. Is a withdrawal considered a transfer? Member XXX wants to withdraw with no compensation but we signed the following (as a provision of a divorce agreement). I am trying to get out of the following agreement provision, how can I get out of this?Sale or Transfer of Business Interest. XXX will not sell, transfer or encumber all or any portion of his interest in the LLC (or its successor) without YYY's prior written consent, which consent will not be unreasonably withheld or delayed. At least thirty (30) days prior to any proposed sale or transfer, XXX will provide YYY in writing the name of the proposed purchaser or transferee and the terms of the proposed sale or transfer in sufficient detail so that YYY can evaluate the proposed transaction. YYY consent will not be considered unreasonably withheld if (i) XXX is in default of his obligations under this Agreement at the time the request for consent is made; (ii) the proposed transaction or purchaser is not bona fide; (iii) XXX fails to provide YYY with reasonably sufficient information to value the subject LLC interest; (iv) consideration for the sale or transfer is less than the full fair market value of subject LLC interest; or (v) adequate provision is not made for YYY to receive ten percent share of XXX's proceeds from the transaction. The reasons to withhold consent in the foregoing sentence are not exclusive; YYY may also base the withholding of her consent to a proposed sale, transfer, or encumbrance on any other reasonable grounds.
Can anyone refer me to a boilerplate contract release that I
Can anyone refer me to a boilerplate contract release that I can use with a client? I am refunding part of a retainer and releasing this person from our agreement, but in doing so, I am keeping the work I did and in exchange refunding the majority of the retainer. I want to give her something to sign that she agrees to all of this by signing the check. Any language you can forward will be useful. For reference, I work long distance by the project for my clients. This particular client never actually signed the physical agreement, but we moved forward once she sent her check. She did agree by email. I add this just in case it makes any difference in how I proceed with terminating the agreement.
Counselor at Law
I am considering starting a nonprofit in the state of New
I am considering starting a nonprofit in the state of New Jersey. My choice is between a membership NP and a non-membership one. We wish to charge annual dues, but we don't wish to grant governing rights to members or at least want to limit governing rights of members. Is it possible to create a non-membership nonprofit that in fact has dues-paying members? And how might the bylaws limit the governing rights of members in a specifically membership nonprofit?
I just started a digital media agency. One of the services
I just started a digital media agency. One of the services that I will provide is managing and growing their social media presence. I plan on running a contest/giveaway on Facebook (or any social media platform). I want to know what are the laws I should be aware of in the state of South Carolina for promotions/contests? Example, let's say a restaurant has hired me to grow and engage their social media followers. I would run a paid ad on Facebook that will allow a random winner to get "Free Breakfast for a Month". They have to Like and Share the post and tag 5 friends to be eligible to win.
When a company [Company A] goes out of business due to
When a company [Company A] goes out of business due to financial difficulties and sells all its assets and its entire inventory to another company [Company B], the sale including inventory which Company A has purchased on credit and stored but hasn't paid for, have the suppliers of Company A got a valid claim against Company B that Company B should pay them as Company B is the one receiving the consideration for the items from selling it to their customers? Wouldn't it be unjust enrichment if Company B can keep the money for the sales of goods for which the suppliers have not been paid?
My wife and I live in Texas and we are being sued for the
My wife and I live in Texas and we are being sued for the rent of a failed business in Virginia. We made a rookie mistake and signed a very bad deal. One of the many problems is the lease had a personal guarantee and even though we tried to end the lease without it coming to this, I am pretty sure we will be hit with a judgement for $500,000. We don't have anything close to that sort of money but we do have two other businesses. One is a Virginia Corporation that is operational and the other is Texas LLC that is not yet open.As I understand Texas law, if a judgement is won in Virginia, it will need to be transferred to Texas for collection and then Texas law and exemptions will be in effect. We don't own much so I believe all our possessions including wages will be exempt and the Texas LLC is also safe. My concern is for the Virginia Corporation. At this time that is my only source of income.My wife and I are the only shareholders in the Virginia Corporation. The stated value of all shares is $500 The 2016 gross will be around $200,000, we get a salary of $20,000 and there will be a net of $30,000Since the suit is only against my wife and myself and not the corporation, I believe the corporation can operate as normal including selling some or all of its assets. Is this correct?If so, our plan is to sell the assets of the Virginia Corporation. I have a potential buyer and think I can get 80 to 100 thousand. We would pay all the current debts of the corporation then use the rest to pay a salary to my wife and myself (wages are exempt under Texas law). We would then invest that cash in the Texas LLC. The result is someone else owns and is running the Virginia business, we still have a Virginia Corporation but it is out of business and out of money and a Texas LLC that is funded and ready to open for business.Please let me know if this makes sense, if I am missing something or if there is a better path.Thank you for your time and consideration,