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Corporate office bearer C&O question. I am currently own

Corporate office bearer C&O question.I am currently own my own VA LLC which is a single member LLC. I am also a practice manger for my wife's practice, a small healthcare practice.Recently (since Feb 2016) couple of my acquaintances asked me join their VA LLC as partner. It is staffing and IT consulting company. It so happened that when I joined the company I was named as 'Chief Manager' which in LLC terminology runs the company day to day operations. I do not have access to and do not operate financial activities and I do not operate payroll activities either. However, I myself want to be very careful in omission or commission of the company. Are these two (1) Being a partner in the operating agreement and (2) being the chief manager of the company two independent events? That is my first question. Assuming company does some mistake without my knowledge ( this is hypothetical question please) will I be responsible in the context of the above two points? Assuming company does something wrong by misleading me (again hypothetical please) will I be responsible in the context of the above two points?Two partners of the company are H1B non-immigrants. According immigration sources H1B people can own business in US. The original founder is a US citizen, who is considered the President and CEO of the company. Company is trying to replace the original founder with an African American to bring diversity to company management (this is my suggestion), which can give me also a very good opportunity to step down from chief manager position as the new incumbent is willing to take over management. One of my thought processes is to stay as Partner in the operating agreement and step down as chief manager ( I guess it may almost become like a silent partner), I can assume an individual contributor role as Business Development Associate and Facilities Manager (who will take company office and company condo etc). This company works with non-immigrants and often works in the scope of immigration law. So I would like to be even more careful. I am not a business executive by any means, but I am trying to bring expert help to these people. I am asking various consulting experts in the payroll, HR and accounting, and even immigration aspects so that these people will get educated in running the business 'as per law of the land'. I do not tolerate any exception to the law, does not matter what it costs. Even then I want to be careful and do not get involved at levels unnecessary to my risk bearing abilities. I know startup companies do not have enough money to follow every rule. But my way is to raise money by loans and partner contributions and stand out and respect law. i am telling them this exactly and I see they are listening.I need your suggestion what is best for my personal safety legally. They love me to be partner and if possible to lead the company. But they will insist me to be at least partner and a lower level employee (honorary because they may not have enough money to pay me though). Bot***** *****ne I do not want to be in the news because company did something stupid.

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37,602 satisfied customers
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.

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Dwayne B.

Juris Doctor

 
34,088 satisfied customers
Are there any laws in the State of GA that protects a

Are there any laws in the State of GA that protects a co-founder (spouse) from being fired from the Board of Directors and or employment of a non-profit religious organization?

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Lucy, Esq.

Juris Doctor

 
29,202 satisfied customers
I am one of the four founder of healthcare company created

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?

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LawTalk

Attorney at Law

Juris Doctor

 
31,104 satisfied customers
Is a corporation (not publicly traded) free to set price on

Is a corporation (not publicly traded) free to set price on its stock as it wishes?As an example: Person A creates a corporation with initial capital $1 and initially owns 100% of stock. Then he sells 50% of the shares to Person B for $100,000. Now A owns 50% of the shares of the corporation with $100,001 of capital, thereby gaining $50,000 for nothing. Are there any rules prohibiting such scenario?

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Richard - Bizlaw

Juris Doctor

 
9,420 satisfied customers
Its a bit complex....I am the CEO of a start up that has

Hello Pearl- its a bit complex....I am the CEO of a start up that has "almost made it" several times over the last 7 years, including awards and investment. I have a 50-50 partner of high net worth who has board seats only. Anyhow we are launching again with 18 health systems who have bought into our model. My partner had lined up an investor back in August who was going to fund this. The funding delayed and delayed and I expressed my financial and emotional distress that this business has caused. When it all fell apart, I told my partner I could no longer keep this company going, I was bankrupt financially and emotionally and it was impacting my personal life beyond what I could accept. My partner then asks me to outline a plan where he could fund the pillot. I outlined it in detail in emails, email attachments and over 4 conference calls with my partner and his wife. I set a minimum of $55k/5 months with $25k in the first 2 months. This included a salary for me for 4 months, so I could stop the recruiters and job applications. After everything was moving forward my partner sent out a belligerent email to the whole team and I corrected where he was wrong. He is now cutting me out of all communications (the team has to forward things to me because my partner removes my email address everytime he replies and is now paying our contractors outside of the company and in gross violation of the fiduciary agreeements in our Deleware C corp bylaws. He is paying them directly and not paying my agreed salary when he knows I am destitute as a power play. He is deliberately causing emotional damage, and I want to know the scope of my legal alternativesJA: OK. To minimize me, please click the down arrow at the top right corner of this box. OK. To minimize me, please click the down arrow at the top right corner of this box. Because employment law varies from place to place, can you tell me what state this is in?Customer: It is a deleware c-corp, the address is in NY and my partner is in bostonJA: Have you consulted a lawyer yet?Customer: Just a phone call, but the rates prohibited a real discussionJA: Is there anything else important you think the Lawyer should know?Customer: Start-up CEO/founder is a brutal mindscrew. I have had several talks with our advisors for what we deem "talking me off the ledge" because depression, etc are now well documented. My partner is acting with malicous intent, he is that kind of guy, I have emails where he verbally abused vendors etc. He is a surgeon who I believe has a mental disconnect, that rules don't apply to him that apply to "the common man" I know he broke the bylaws, but I am interested in a more serious suit. That siad he is a multi-millinaire orthopedic surgeon who can afford litigation indefinatelyJA: 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 Lawyer about your situation and then connect you two.

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Richard - Bizlaw

Juris Doctor

 
9,420 satisfied customers
I can't find what I want to do in any online sites so maybe

Hi, I can't find what I want to do in any online sites so maybe you can help me. I am a sales rep with Silpada jewelry and I sell through their website and receive 25% profit back on sales. I want to set up a way to give back half of my profit to non profit organizations that order products from my web page at Silpada. I don't know what it is that I'm trying to do other than giving back part of my profit to an organization that promotes to it's members my selling web site. The organizations will all be non-profits. Would I need to set up a foundation or what? Thanks, Suzette

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KJLLAW

Juris Doctorate

 
730 satisfied customers
I am the Project founder, I founded this project several

I am the Project founder, I founded this project several years ago. We had a facility where we were planning to create this event in, there was an Asst. Director for Events which was part of the facility. She sat in most of our meetings and also signed a few contracts of participation because she was going to provide models for the show. When we were going to sign the contract for the facility, The fees had gone up immensely and me and my team decided to hold off on contracting the facility, we negotiated for about 1/2 year more without any success. At that time I had a major family crisis and all my plans were frozen. Recently I've been researching my project to develop my plan. When I surprisingly found my project in full motion, the creator being the Asst.Director of events from the facility where I was planning to have the event. She used my projects name, idea, concept and some of my sponsors.

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Maverick

Doctoral Degree

 
5,262 satisfied customers
Does the attached document transfer any form of liability to

Does the attached document transfer any form of liability to the receiving company? If so, is there a clause that can be added to reduce/eliminate such liability.

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RayAnswers

Lawyer

Doctoral Degree

 
34,004 satisfied customers
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