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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.
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.
I own a LLC that leases rental properties to tenants. I am
I own a LLC that leases rental properties to tenants. I am the registered agent and own the properties in my name. When I started the llc the plan was to move those VA loans under the business umbrella, but I was unable to do that. I would still like to conduct business under the LLC's name with the understanding that I could still be sued. Is there anything illegal about my LLC being the face for the renting my properties?
If a real estate broker/agent working as an LLC registered
If a real estate broker/agent working as an LLC registered with the state and licensed as an LLC with the real estate commission is contracted with a real estate company, does the broker of the company which contracted the LLC have the right to treat the LLC as a statutory non-employees instead of an Independent Contractor, even though there are 2 managing members ( one is not a licensed realtor) and the entity is a company and not an individual worker.
We want to start an LLC company. The other partner only
we want to start an LLC company. The other partner only wants to be able to paid as a contract labor, basically be active in the business but that is all. can that legally be done and is it safe to for us to do so. We need his talents and he needs our office knowledge, etc. we do not want to be sued from his work, what should we do to start a company that is safe legally and financially for us?JA: Can you tell me what state the LLC is registered in?Customer: It will be in TexasJA: Have you talked to a lawyer yet?Customer: no, we would want to file LLC by computer to save start up costs, but to do it correctly.JA: Anything else you think the lawyer should know?Customer: Would it be necessary to add and umbrella policy to our personal policy for protection, or will the liability policy for the LLC be enough?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.
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.
Please direct question ONLY to: GWarren Customer Advocate
Please direct question ONLY to: ***** ***** Advocate (JustAnswer member attorney)My question is similar to one you answered for someone else.I am one of two partners in a LLC founded in 2014 and that converted to a Sub-S for tax filing purposes last year.My partners separate corporation provided contract labor to our LLC and we had a signed agreement as to amount. He later claimed that he should recoup a substantially higher amount which he said he was out-of-pocket for for higher salaries he said he actually paid to the two staffers because they put in significantly more time than anticipated. For several reasons, while we agreed to a provisional amount to be further negotiated and agreed upon, that agreement has not yet been reached due to various points of disagreement over the amounts he actually paid out (he refused to permit our CPA to audit his payroll to confirm amount owed since it was posed as "recoupment") and because I discovered that he had diverted at least three opportunities from the LLC to his separate business.Because of the loss of our major client who did not renew their annual contract as of a few weeks ago, he began to be concerned that the business might fail and he might never collect and began pushing hard for the "debt" (payables) to be paid immediately out of what was left in the bank and the last of the incoming A/R. Because of my findings above and his failure to provide documents that he had agreed to provide to me in a phone consult with myself and an attorney (who unfortunately is currently out of the country), and other issues, my response to his proposals to collect on the receivable was that he needed to provide the promised documentation and to account for the opportunities that were diverted first which he justified regarding the first two and denied in the last instance.I just discovered that on this last Friday he cleaned out most of the cash in the bank (thousands of dollars) which will make it impossible to meet our payroll tax obligations or to fund officer salaries (his and mine). He is an authorized signer on the bank account but I handle the banking, A/P, A/R and payroll as Treasurer. I not only did not authorize this transaction but I was clear, and in writing several times, what the requirements were that he needed to meet in order for a decision to be made on a settlement amount of the payable.What are possible causes of action? If this makes it impossible for the business to continue, or for me to continue in the business, are these damages?
We are buying a company in Nevada. It is a Corporation andView more business law questions
We are buying a company in Nevada. It is a Corporation and we are buying it as a Stock Purchase Agreement. What form do we need to file with the State of Nevada to let them know we are buying the company and to get our LLC name as the owner of the corporation?