Wow. Are you real? This is my first time to this site. ok.
Wow. Are you real? This is my first time to this site.JA: No. I'm the Lawyer's Assistant. What state are you in? It matters because laws vary by location.Customer: ok. San Antonio, TXJA: Has anything been filed or reported?Customer: No.JA: Anything else you want the lawyer to know before I connect you?Customer: should I ask my question to you? Looking for a corporate lawyer to ask a question about creating a company in dealing with securities
Counselor at Law
Dear expert, I am holding a certificate of restricted stock
Dear expert,I am holding a certificate of restricted stock market shares (please see attachment). Now I would like to remove the restriction and get the shares into my account. Unfortunately, the transfer agent argues that the removal is not possible because the company is not current on their filings and would need a legal opinion to remove the restriction.Is it correct that in this case, it is not possible to remove (the shares are still trading, the shares are exempted from registration with the SEC)? If so, which lawyer can I contact to get a legal opinion?Additional information: The company is called Nutrastar International, legal home state: Nevada, operations in China, shares are trading on OTCBB in the US, ticker NUIN.Please feel free to contact me for additional information.Thank you very much.Many regards,Daniel
I am starting a Bitcoin exchange website, it won't be using
I am starting a Bitcoin exchange website, it won't be using any fiat currencies. Only trading between crypto currencies. I live in Texas. Will that be considered taxable income? Also do I have to obtain any special licenses? Will there be a difference if the site is hosted offshore? I know Bitcoin is not considered money so I believe it is legal to run this business. Please advise, thanks.
I am not a licensed stock broker.
If I want to open a business
I am not a licensed stock broker.If I want to open a business educating people on trading the stock market, do I have to hold any specific "license"? My understanding is that I do not. However, I do have to disclose this. Also that the advice I give is NOT a recommendation to buy or sell anything. I have tried to find this information online, but have had no success. To obtain a stock broker's license, I would then have to be sponsored and then work for that company, which "holds" the license, so that doesn't work.Thanks
I am looking to buy a business and use a big chunk of my retirement
I am looking to buy a business and use a big chunk of my retirement savings. There is a company called Benetrends that essentially allows you to transfer your money into a retirement plan to a C corporation, and that take those funds and purchase a business and issue shares of stock back to the C corp. So essentially you are using funds from your IRA to fund the new business start up. It all seems very complicated to me. I called my attorney and he did not seem familiar with it, but said it sounds plausible. Also, called a CPA and got the same answer. He does not deal with tax matters like that. Do you have any familiarity with this process, and more the company Benetrends. Seems like if it is done incorrectly there are big tax implications. I think the whole process is called a ROBS. It comes under ERISA law.
Employment Technology & Business Lawyer
I joined a startup one year after it had been founded. One
I joined a startup one year after it had been founded. One of the two co-founders decided that he wanted to give me extra stock because I was valuable to the company. He didn't want to issue new options or take from the employee option pool. So he decided he would give me some of his own shares.His shares are "founder's shares" that they issued the day they were founded. He paid something like $300 for them (and owned 50-50 with his partner). So the purchase price was something like $.0001 (typical for founders' shares). The company now has 12MM shares, and he would be giving/selling me approximately 300K shares.The company raised $1MM in January 2010, for a post-money valuation of approximately $2.5MM. Things didn't go well thereafter and in September, 2011, a third-party firm evaluated us and established a share price of $.04 (which means the company was valued at about $500K apparently), with 12MM outstanding shares (full-diluted). It was at that time that the co-founder agreed to give/sell me his shares. We have not executed the agreement since that time. Since then, the company has established a significant partnership with a major corporation. We haven't valued the company recently, but I would guess if we went out to investors, we'd try to say it's a $4MM pre-money valuation. They might value it at $2-3MM pre-money. Just guessing. So now, the co-founder and I have finally organized ourselves to do this transaction. Again, he has 300K shares, fully vested, that he has purchased from the company and now owns.My question is how this transaction works. I assume that he either gives them to me at no cost, I buy them at the share price he paid for them (again, something like $.0001 per share), I buy them at $.04 per share (the most recent, formal valuation and the valuation at the time we agreed to do this), I buy them at whatever we informally guess the current share price to be. Also, what are the tax ramifications for both parties? I assume that if I buy them for anything more than he paid for them, he has a tax obligation for the gain. But, of course, I'm more concerned about my situation. If I get 300K shares, is my tax obligation based on the value as determined by the purchase price I pay to him, or by the current fair market value? Or are those the same number? My guess through all this is that I buy the shares from him at $.04 per share because that was the price when we made the agreement. And then I would need to pay taxes based on the new ownership of 300K shares at $.04, that is $12,000 that I'd need to pay taxes for. Also, is there a way that we can avoid all this and sign an agreement that he will transfer/sell these shares to me upon a liquidity event? I realize that sounds messy, and I don't know how it would work. I also don't know if that we create a tax burden for me now. And, worse, I worry that the contract might not be binding and faced with the ability for him to cash in on his shares through an acquisition (the company won't ever IPO), he might look for ways to negate or dismiss the agreement and then it would be a mess.And are we correct to think that he can make a private sale of these shares to me? There is no obligation for him to return them to the general pool of company shares since they are vested, purchased, and owned by him, correct?Joseph
Subcategory: Gaming Law
Hi, I have a unique idea for an online
Subcategory: Gaming LawHi, I have a unique idea for an online "gaming" site that functions similarly to the stock market. 100% of deposits are distributed among the players through buying and selling of shares and dividends. No fees or commissions are taken. I plan to profit primarily through interest accrued by the collective pot of deposits by the players. It would be running continuously( ie longer than 30 days.) I also believe I can make an argument that, while chance is a factor, skill is the major contributor to player success. I realize every state is different(i'm in minnesota), but is it possible for me to avoid being classified as gambling and stay legal? I'm certainly open to operating from a different state or offshore if i can stay legal. also, is it legal for me to take the interest from the money being held?