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UNDER MASSACHUSETTS LAW: In a closed corp - all family

UNDER MASSACHUSETTS LAW:In a closed corp - all family members (5) ..... can the majority shareholder :force the minority shareholders to sell their stock to him?decide to reduce the shareholder disbursements and hold in reserve without a valid corporate purpose ?

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Richard - Bizlaw

Juris Doctor

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What needs to be in a contract or invoice to give us the

What needs to be in a contract or invoice to give us the business the right to reposes thew vehicle if a stop payment is made or credit card reversed or declined?JA: You just pay a $5 deposit now and the rest only when you get a reply from the Corporate Lawyer. All of this is 100% satisfaction guaranteed, so you can get a refund if you're not happy for any reason.Customer: okJA: What state is this in? And when did the issue begin?Customer: TXJA: Has anything been officially filed? If so, what?Customer: not yet but we are being told by a repossession company that we need to have a clause where the customer initials or signs that gives us the repossession right if they dispute a transaction after repairs have already been completeJA: Anything else you want the lawyer to know before I connect you?Customer: that is all for now

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Richard - Bizlaw

Juris Doctor

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Dear Attorney, I have verbally agreed with the owner of a

Dear Attorney,I have verbally agreed with the owner of a restaurant building in California that I will pay him a non-refundable deposit of $200,000. I will have 5 years to purchase his building (including land) for $5 M in next 5 years by giving him a 90-days' notice. He will own and run the restaurant till I use my option in next 5 years.If I don't use my purchase option, then, I lose my deposit.I am signing a basic LOI today with him.1. Can you advise, are there any specific points I need to include so he can back-track and make it binding after LOI, I will contact an attorney to create a formal agreement.2. Currently I have an S-Corporation which operates my current food business.This restaurant will be owned by a new business entity but I dont know the legal entity type yet. I would like to take a tax-deduction for $200,000 loss if I don't use my option. To avail the tax deduction, do I need to make this purchase under a business by opening an entity now Or personal name is ***** ***** now?3. Would I open an escrow now in this case?Thanks,John

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Richard - Bizlaw

Juris Doctor

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I am domestication my business and they are asking the

I am domestication my business and they are asking the following.Stock must be authorized in Article III. Please provide the amount of stock authorized in Article III. Depending on the amount of shares authorized, the fee may change. The fee provided ($475) is correct for the document authorizing up to and including 275,000 shares of authorized stock. Any amount of shares above 275,000 will incur an additional charge.The issue is in my home state where I originally opened,which I will dissolve states in my articles of organization that I am allowed .0001 shares to gI've. Therefore, I do not know what I need to fill in here on my domestication paperwork. I put 0, but they rejected and wrote the above.

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Richard - Bizlaw

Juris Doctor

9,796 satisfied customers
I have kind of a business arrangement / franchise potential

Hi... I have kind of a business arrangement / franchise potential question. Where I am the franchisor.I have a small chiropractic business I am expanding. I have a guy that is struggling in practice. He is a good chiropractor and great guy but just not business savvy and I have the opportunity to kind of partner up with him (bail him out so to speak) by helping him get his business going by converting it to a franchise location for me or partnering up with him in some way.Advantage to him is he can break even or make money quickly to support family, etc. using my model (well in theory). He is bleeding about 1k a month right now and has been at it 1.5 years with just a 3k month overhead so he aint exactly growing too quickly.Advantage to me is that I can add another location to my company fairly quickly/easily (be our 3rd) in an area I would love to have a location with a doc ready to go... so that is my drive to make this happen.So the question is this. If I move forward with this, I am struggling on ideas of how to arrange the 'deal' with him.Not sure I want to take over his lease for him (1.5 years remaining) because he could of course abandon ship. Could just add my name on to lease and take over his operations and hire and train him. That seems clean only because he is still on hook for lease but why do that if don't have to be on it is my struggle there.Next option I thought is have him sign on as franchisee and just add addendum for no Franchise Fee, No royalties, etc and maybe just defer it all along with paying back any money I spend to get this going (be about $15K initially most likely to get him up to speed and hit marketing hard for several months)I have come up with scenarios and typed them out but didnt want to attach here because feel like it will be too overwhelming to read my potentially terrible scenarios.So my question is... Can you give me some ideas on a way to employ or partner with a guy in a situation like this where it makes the most sense.Perhaps some partnership hybrid where he can't abandon ship if all is not going well. So maybe he stays on lease and we just have an agreement with him that we take over his finances of the office and hire him as 1099 for low wage plus percentage as turns profit.Or perhaps a modified franchise option as mentioned above with a loan to get him going and he starts implementing my systems. Starts paying an amount per month towards these things on a profit level reached.Anyway.. hope this is a reasonable question you can give me some insight on.While I will probably consult an attorney in my area I like checking with this service as well so I can get an affordable second opinion and maybe just ideas of creative fair ways to structure it but most importantly any pitfalls to watch out for that I would not see coming or know about.

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Ely

Counselor at Law

Juris Doctor

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I have a cooperative in NY where there is a dispute over

I have a cooperative in NY where there is a dispute over whether the Lessor cooperative has a secured interest right. I looked at a copy of the share of stock and noticed that it did not meet this requirement:UCC 8-103, entitled "Issuer's Lien," provides that: "A lien upon a security in favor of an issuer thereof is valid against a purchaser only if * * * the security is certificated and the right of the issuer to such lien is noted conspicuously thereon."I got this from a case ALH PROPS. v. 306-100TH ST•86 N.Y.2d 643, 648 (N.Y. 1995)This cooperative does not have a cooperative addendum either filed with a UCC filing.After reading this case and the issue I am having with the cooperative, who I found out does not have a copy of the share or lease agreement am wondering how they can enforce any claim against me on its face alone. Does this not create a question, or questions that the cooperative would have to overcome if it has neither, and if the shares themselves have no codification c;early stating they have a secured interest?

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Damien Bosco

Attorney

Doctoral Degree

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I read that the concept of staggered terms for directors is

I read that the concept of staggered terms for directors is being phased out for publicly-traded corporations. Is that a widespread trend? And does it apply to nonprofits, too.

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Damien Bosco

Attorney

Doctoral Degree

3,066 satisfied customers
I have a CA LLC and I've received 409A valuations in the

Hello,I have a CA LLC and I've received 409A valuations in the past. Now, we have an ex-employee who currently has some "shares" in our company (not public, not options, etc., just some interest in the company) and she is asking to examine our 409A valuation as her "corporate right" under CA Corp Code.I am aware of CA Corp Code for LLCs and how certain books, financial records, and "internal documents" are to be available for examination. But, is a full 409A also included in this requirement? If it is, can you please provide me with a case or statute in CA that explicitly shows this? I will tip for your time.

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Richard - Bizlaw

Juris Doctor

9,796 satisfied customers
I invested $8000 in a personal training business as a silent

I invested $8000 in a personal training business as a silent partner. The actual partner quit and walked away due to her inability to pay the rent. Can I sell the training equipment (which I actually paid for) in order to recoup some of my investment ?

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Damien Bosco

Attorney

Doctoral Degree

3,066 satisfied customers
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