Kenneth Allyn Sprang's Answers

Converting a Corporation to an LLC?

In many jurisdictions one can simply file a Certificate of Conversion. Georgia has such a provision whereby you file a Certificate of Conversion: § 14-11-212. Conversion to limited liability company (a) A corporation ... may elect to become a limited liability company. Such election shall require (1) compliance with Code Section 14-2-1109.1 in the case of a Georgia corporation, or (2) the approval of all of its partners, members or shareholders (or such other approval or...

Selected as best answer

Registering as a Foreign LLC in California - how long do I have?

The California Secretary of State information advises that you must register before doing business in California, which is a pretty common rule in most states. Therefore, you should register as a foreign LLC before actually commencing to do business. If you have already started, register immediately. The initial cost is only $70 and you can register through the forms on line.

Selected as best answer

Is it illegal for a farmer to pay workers under the table?

What he has done is clearly unlawful. He is obligated to withhold taxes for employees, etc. The question is whether you paid taxes on the income. To be completely lawful, he should have withheld social security and income taxes and you should have paid taxes on your gross income. If either of those did not happen, and it appears he did nothing, the law has been violated. Although I would encourage you to get your own taxes taken care of if you have not done so so that you are compliant, if...

7 lawyers agreed with this answer

1 person marked this answer as helpful

Live In Maryland but Want To Create a LLC in Nevada

I fear you may have received some unsound advice. There are no tax advantages of any consequence in organizing in Nevada. For many years Delaware has been the state of choice for many companies for both LLC's and corporations, as they are efficient, reasonable in cost, and provide awesome service. They also have good case law when legal issues arise and progressive statutes that favor business. I use Delaware for clients whenever I can. In recent years Nevada has sought to be a...

6 lawyers agreed with this answer

2 people marked this answer as helpful

How are the parties involved in the S.corp Liable if sued?

The idea of an S corporation, a C corporation, or an LLC is to limit the liability of the company to the assets of the company. If you are going to hold specific real property assets, you may wish to consider a separate LLC for each, with the corporation being the LLC member. In that instance, the liability for each building is limited to that building and its LLC. So long as all of your investors are American citizens or resident aliens and none of your owners are corporations or other...

Selected as best answer

How to ensure I have a stake in a future venture/company?

This is a common issue with start up companies. You mentioned counsel for trademarks--I hope you have counsel for the business issues which are likely even bigger. First, you may wish to have an employment agreement with the equivalent of a golden parachute. If you get fired, the company will pay you enough that it will feel the pinch and you will be well paid. Second, if you are given vested equity in the company, you have some protection, though you may wish a shareholders' agreement to...

8 lawyers agreed with this answer

1 person marked this answer as helpful

I am an Indian want to open a LLC in USA,my business will be online services to US citizens what will be tax implications?

I have several Indian clients who are engaged in similar activities and would be happy to speak with you. We provide a "turnkey" structure to make the task as simple as possible for you. For the structure you propose, I would recommend organizing in Delaware. I organize LLC's and corporations regularly and have done that in a number of states. I find Delaware the state of choice for a variety of reasons, which I am happy to explain. Among other things, they are reasonable in...

Selected as best answer

A retail lease I am considering signing lists- my name first, Dba: my business name. We are incorporated so how should it read?

The Lessess should be A1 Jewelery, Inc. all the way through. The signature line should be A1 Jewelry, Inc., by John Doe, President or whatever title you use. The way it is set up now you would be the lessee personally. That means personal liability.

8 lawyers agreed with this answer

How much does it typically cost to register a trademark?

The answer, of course,is it depends. The USPTO fee is $275 to $325 for each mark in each class. In our firm, we charge a flat fee to register the mark, and charge additionally if the USPTO pushes back and requires a great deal of additional time. We charge a modest additional fee for registering additional marks at the same time, since there is an economy of scale in the time needed. I can tell you that in our area the large firms charge on the order of $2500 for a single mark, I am told....

8 lawyers agreed with this answer

Does a 1 person personal trainer biz need to become an LLC to protect personal assets or is having liability insurance enough?

The cost of forming an LLC or an S corporation is quite modest compared with the travesty if your ex spouse ever gets sued. There are tax advantages to an S corporation, but an LLC can be taxed as an S corporation, so the LLC might still work. Moreover, unless she is going to make more money than one would normally earn in that business, the tax advantages of the S corporation may be of no significance. Yes, liability insurance is great. But if a client ever died or if a client were...

6 lawyers agreed with this answer