Warren Alan Kirshenbaum's Answers

Incorporating Delaware vs. Nevada - privacy and ability to limit personal liability in case of suits.

Given the circumstances and fact pattern that you state in your question, I'm not really convinced that it would be that significant a difference where you incorporate, or that a company of your size would benefit very much from a Delaware or Nevada incorporation, particularly given the additional cost represented by such incorporations. Firstly, in analyzing your position, begin looking at the agreement that you are negotiating with the overseas company. The agreement that you strike...

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What type of partnership do I need to form for my Internet business?

It sounds to me like you may be thinking about going into a partnership with the this new person, and, in that case, you would want to form a limited partnership so as to avoid personal liability. There would need to be a corporate general partner, and you and the new person would be limited partners. The partnership would be governed by a limited partnership agreement, and the corporate general partner would manage the business on a day to day basis, wheras the limited partners would hold...

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Can I file a suit against a business that ruined my laptop after I took it in for a simple repair?

Try and talk to them once more, or send them a letter. If you are still not satisfied with their response, take them to Small Claims Court. It is a relatively simple processs, and is meant for disputes that are under a certain dollar threshold ($2,000 in Massachusetts. That will differ in your jurisdiction). Most likely, you will be able to resolve this dispute prior to, or on the day of the hearing in Small Claims Court. This is an answer to your question, based upon the facts stated....

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I am being sued personally even though a I have an S-CORP and all contracts, payments etc were thru the s-corp. How can they?

The short answer is that you can't prevent someone from taking a shot and suing you. It is a legal tactic, and as so long as it is not frivolous, is always a consideration. You can take precautions, as you have done to enter into relationships using contracts/agreements, and conducting your business utilizing a corporate structure, as you did with the S-Corp. These precautions may enable you to successfully defend against liability in the suit, but the fact that someone is still taking a...

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Repossessing property

It sounds like you sold your business, including the equipment and now the Buyer has filed a Chapter 7 bankruptcy petition. Moreover, the buyer hasn't paid you (in full) yet for purchasing the business. There are more facts that would need to be addressed in order to answer this question, but the general rule is that a bankruptcy filing would take precedence over and stay (i.e. stop) all other actions. Accordingly, you would be prevented from repossessing the business or equipment, as those...

I own a NY Corp. Can I move my principle place of business to NJ?

You can move your principal place of business to New Jersey from NY. You will not need to keep a place of busines in NY, but you will have to designate a NY address to be the address for service of process as you are a NY corporation. If you don't have an address in NY, one of the service companies would allow you to designate their address for an annual fee. NY will, however, still charge you an annual franchise fee for being a NY coroporation, and NY will charge you taxes for income...

Can an llc member start a competing business in nys?

There is a difference between ownership in the LLC and acting as an employee of the company. As a member, you own an equity interest in the LLC, and unless there is a specific provision in the operating agreement, or a separate agreement, a member can compete with the LLC without it affecting them. Correspondingly, you can resign as an employee, you can't just resign as a member of an LLC. You can give up your LLC interest, or you can sell/transfer the interest (depending on the operating...

I own a company that own commercial real estate. So far, I own 100% but I want to raise some private capital.

It sounds like instead of giving up an ownership interest in your company, you are looking to create a separate entity to raise the money, and use the commercial assets assets in your current company to back the investment. That's certainly a workable concept. What you are identifying is the fund concept of raising investor capital to invest in real estate. That is, a strategy that includes successfully completing a private equity offering into a fund-type entity that will utilize its assets...

Llc business partner

It's not necessarily a breach of his fiduciary duties to be working in, or starting a competing business. It may be violative of your operating agreement if you have a provision in there that deals with non-competition issues, also known as a restrictive covenant. Your rights as a manager of the LLC are defined in the operating agreement and/or the NYS LLC Act, but usually, unless there is a restrictive covenant, there will be no definitive right given to you as a manager to take action...

Trying to Terminate my contractor and he's being unreasonable...

In order to adequately assist you in this situation, it would be helpful to be aware of some facts additional facts, such as: 1. Whether you have a contract with this contractor, and if so, what are the notice requirements; 2. Has the contractor sent you a notice of intention to file a mechanics lien; 3. How was the construction funding being disbursed. When you allege misappropriation of funds it sounds like the contractor had direct access to funds, rather than requesting a draw...