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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

766 total


  • I need a law firm that can handle immigration, corp set up, importation in NYC

    I need to bring a French retail concept to NYC next year and will require different services from green card immigration, to importation, corporate set-up, contract management - all in NYC.

    Kenneth’s Answer

    Our firm does a great deal of this work. We represent businesses throughout the U.S. and abroad. We also have an affiliation with a firm in Paris for assistance in France and the EU. Several of us in the office are fluent in French and regularly provide correspondence and information in French when necessary.

    My partner Vonda Vandaveer is an immigration lawyer with over 20 years experience.

    We are a full service firm serving businesses. Our niche practice is in fact doing the kind of work you are seeking.

    I would be happy to speak to you at your convenience without cost or obligation.

    With kindest regards,

    Ken Sprang
    Washington International Business Counsel,LLP
    Washington, DC
    ksprang@wibclaw.com

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  • Can I start a business partnership with a foreign national living outside the United States?

    I'm an American citizen, and a small business owner in Baltimore, MD. I have a business partner who is a foreigner residing outside of the U.S. I would like to start a business with him in Baltimore, MD - which I imagine would involve creating som...

    Kenneth’s Answer

    One niche of my practice is working with business persons abroad who want to do business here, Americans who want to do business abroad, and Americans and foreign nationals doing business together.

    Because your partner is a foreign national you have two practical options--either a limited liability company or a C corporation. Generally speaking, depending on long term plans, you are best with the LLC. They are simple to set up and reasonably simple to operate.

    The LLC will have its own tax id number. Your profits will flow through to you and you will pay federal and MD tax. Your partner will be taxed on his/her income here, but should receive a credit at home for tax paid here. The U.S. has tax treaties with many nations which may come into play.

    I would be happy to discuss the matter with you without cost or obligation.

    Kindest regards,

    Ken Sprang
    Washington International Business Counsel
    ksprang@wibclaw.com
    Washington, DC and Bethesda, MD

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  • Can a corporation buy a sole proprietorship and give that sole proprietorship legal protection? If not, what entity can?

    Thank for your time on this. I own an corporation and would like to purchase a sole proprietorship that has a long track record in its service industry. I would like to know what type of protection it would get once I purchase it. Would...

    Kenneth’s Answer

    With the caveat that I do not have all of the background I can tell you the following:

    (1) You should be able to incorporate the sole proprietorship with no problem. I know for certain that one can convert an LLC to a corporation and maintain the same EIN. If in fact the sole proprietorship has an EIN, rather than the Social Security number of its owner, I am reasonably certain you can keep it, though your accountant should be able to confirm that.

    (2) If you acquire the assets of the sole proprietorship you could operate the business as a division of your current corporation, or as a separate corporation or LLC held as a subsidiary of your current company. It sounds like

    In order to enjoy the insulation from liability provided by a corporation or LLC, you must either make this new company a part of your corporation, or create a new entity. If you need the new company to continue its existence under its EIN, then my first inclination is to convert to an LLC or corporation and let your corporation hold the equity.

    If the ongoing issue were not present, I would say acquire assets and then continue the business.

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  • Which state is best to open company - to Save Tax or Tax Free: Taxes, Registration, Income taxes, Sales Texas?

    We all are living in NY...but we are ready to open company in any state----so which state is best to open company to save taxes? Example : If we open company in texas, then do we need phycial location or P.Obox is fine and have a branch in New...

    Kenneth’s Answer

    There is a common misconception about registration and taxes. If you are resident in New York and your are doing business in New York, e.g., you have a mailing address in NY and you are making money here, you are going to have to register your compatny in New York as a foreign company even if you do not first register it in NY. Personally I like Delaware for its service, its laws, and a few other things. However, unless one lives in a state that has no income tax, some state is going to tax you.

    I work with many startups. Whether you register in NY or elsewhere depends on your near and long term goals. If you are going to be a smail company serving a local or regional market, registering in New York is fine. If you want to be a big company and do business nationally or internationally, the modest additional cost of organizing in Delaware might be worthwhile.

    I should also note that in most states you must actually have a physical presence there to organize there. Hence Texas is not a viable choice since no one lives there. Texas is also expensive for registration.

    New York has a high priced publishing requirement, but the price depends on where in NY you business is located.

    Best regards,

    Ken Sprang

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  • I'm the owner of a recently incorporated C-Company in Delaware, why should I hire an attorney?

    The company has been just incorporated and we haven't issued stock yet. My question is which are the key points I'll need an attorney to work on?

    Kenneth’s Answer

    I do not know whether you turned to Legal Zoom or another third party or registered your C corporation yourself. Chances are pretty good either way, however, that your Certificate of Incorporation has only the state minimum requirements and none of the provisions an attorney usually adds to protect directors, etc.

    Another question in my mind is why you have a C corporation, unless you intend to file to be taxed as an S corporation. Of course, I do not know the business or your long term plans.

    If there are to be additional shareholders, then a shareholders agreement is all but imperative. Likewise there are decisions to be made about bylaws. There are stock bylaws but rarely does one size fit all.

    Those are just the beginning matters. I represent many start up companies and I regularly establish them in Delaware. When I work with a startup, however, I spend time with clients determining near and long term goals. We discuss corporate governance, how to minimize tax liability, etc. I also tend to direct clients to other resources they need, e.g., CPA, import-export expertise, etc.

    In my experience what commonly happens when people act without counsel is that some of the corporate essentials, e.g., adequate capitalization and record keeping, are overlooked. Few laypersons are going to read the entire Delaware Corporation Law. I also use a registered agent whose charges are a fraction of that charged by competitors.

    I understand your reluctance. I hate paying realtors and others for services I think I can handle on my own. However, inevitably I have found over several decades of practicing law (and buying and selling houses), that letting professionals do what they know how to do and what they do day in and day out is usually, at the end of the day, a more cost effective choice.

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  • Can an attorney be hired to represent an LLC member during mediation? I am one of two equal members in an LLC.

    The LLC is a very small business incorporated in Deleware. Our business is in Texas. LLC agreement stipulates the use of mediation for any member disputes.

    Kenneth’s Answer

    It is quite common for persons in mediation to be represented by counsel. So long as the operating agreement (or any other agreement) does not prohibit representation, the members or either of them should be able to have representation.

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  • What is the best way for a Foreign Company to set up an LLC in the NYC?

    This is a Brazilian Company and they need to set up quickly.

    Kenneth’s Answer

    I do a great deal of this work throughout the U.S. and I have a number of clients in New York. My firm has created a niche serving foreign nationals and foreign companies wishing to do business in the U.S.

    First, you must determine whether an LLC or a C corporation is the best structure. The question at the end of the day is a tax question. We work with a CPA firm that has extensive experience in dealing with foreign companies, transfer pricing and the like. The critical issue is to assure that you are not taxed twice on income generate by the American subsidiary.

    Further, I would want to discuss with you whether organization is preferable in Delaware or New York.

    I would be happy to speak to you without cost or obligation to discuss your options. We can do that with Skype or I am happy to ring you if you wish.

    We also, by the way, work with a freight forwarder and other outside resources to assure assistance in any import or export issues.

    Kindest regards,

    Ken Sprang
    Washington International Business Counsel, LLP
    Washington, DC

    ksprang@wibclaw.com

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  • Do I need to incorporate, create an LLC for a consulting business?

    Like a lot of folks, I'm "in between" jobs. I have some offers for consulting work and believe that might be my niche for the near term. Do I need to create a corporation or LLC? My work would mostly be web content, marketing and business strategy...

    Kenneth’s Answer

    I would strongly recommend that you create an S corporation or an LLC for three reasons. (I favor S corps for some tax savings, but at this point it may not matter much). First, it does provide liability for personal assets should any client become unhappy. Second, it helps to clearly establish you as an independent contractor with your clients. Finally, by setting up your business you may be able to take advantage of some desirable plans for saving money, plans superior to the garden variety 401(k). The cost of setting up the LLC is modest particularly when measured against the benefits.

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  • Import/Export Attorney for consultation in Chicago/ IL

    Hello, first of all my apologies as this is not a question. I'm requesting for help as I couldn't find any results while searching for business attorneys for import/export . Looking for an attorney in Chicago area who could provide overall consu...

    Kenneth’s Answer

    • Selected as best answer

    Our firm does a great deal of work both with start-ups and with clients engaged in importing and exporting in the U.S. Our clients are coast to coast here and an increasing number abroad. My experience has been that a good freight forwarder can usually meet your needs at lower cost. You need a good accountant experienced in international transactions to advise regarding tax and related issues, and you need corporate counsel for your set up. Depending on the goods and services you are dealing with you may well find all your needs in import and export can be met by the CPA and freight forwarder.

    I would be happy to pass on the names of the CPA and freight forwarder to which I refer my clients.

    Best regards,

    Ken Sprang
    Washington International Business Counsel
    Washington, DC
    ksprang@wibclaw.com

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  • When an LLC gives away a portion of the company (either through sweat equity or investment), is everyone's percentage diluted?

    Does this new owner also get his shares diluted? For example, let's say we agreed to give him 40% for sweat equity (vested of course). He doesn't actually get 40% right because his shares would also be diluted? Also, does it matter whethe...

    Kenneth’s Answer

    The answer for the most part depends on how the company is structured. . If you promise someone 40% that would normally mean that only 60% is available to others. If one person or group of persons holds 60% of the authorized shares (or membership units for an LLC) then the new person will hold 40% and no more.

    Having said that, if you had 100,000 authorized shares and the new person received 20,000 shares while other owners held 50,000 shares, with 50,000 unissued, the new owner would have 40% of the company so long as no more shares were issued. Ownership is determined by issued and outstanding shares or membership units.

    When dilution occurs because of someone investing capital, the value of the remaining shares or units typically stays the same or increases. Here, of course, with no capital investment, dilution of value is a very real, indeed probable, result.

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