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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

759 total


  • Canadian with AZ LLC, no partners, holding IL rentals. How can I restructure for max tax + estate planning benefits?

    Considering restructure to LLLP with brother for estate planning purposes. No properties in AZ - just IL. Want to avoid liability + tax for bro and minimize my tax burden to US + CDN gov'ts. Bro lives in USA, I live in CAN. Bro is not investing...

    Kenneth’s Answer

    • Selected as best answer

    Your question has multiple issues. First, what business are you in that led you to use an LLP rather than an LLC? I am inferring real estate but I am not certain.

    Second, the best vehicle for estate planning is a trust. I would structure the trust under the law of the state where the trustee, e.g., your brother, lives. That is a much better way for estate planning given that any will you create will be probated in Canada in all likelihood.

    There are enough moving parts here that your question requires a conversation. Who gets your property in the event of your death? Have you other family to include. Will the business continue after death. Are there other goals to accomplish? The answer is likely rather straightforward, once one knows that totality of your goals and needs. Among other things you also need a partnership agreement in your current configuration or an operating agreement for an LLC.

    I am happy to discuss if you like. Our firm does a great deal of work with foreign nationals with businesses in the U.S.

    Ken Sprang
    Washington International Business Counsel
    ksprang@wibclaw.com

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  • What are the requirements and steps to carry a small business to the US.

    I am a resident if Jamaica and living in Jamaica. Looking to take a business preferably in Florida.

    Kenneth’s Answer

    I work a lot with foreign nationals seek to set up businesses in the U.S. Are you seeking to launch a new business or to buy an existing business? Are you intending to operate it from Jamaica or is your long term goal to emigrate to the U.S.

    It is relatively simple to launch a new LLC for you here if that is your goal. However, you cannot come to the U.S. and earn money working for the company without the proper visa.

    In short it depends on what your near and long term goals are. I am happy to discuss the matter with you if you like. Of course, you will need to have adequate funding to establish and capitalize a new business.

    Best regards,

    Ken Sprang
    Washington International Business Counsel
    ksprang@wibclaw.com

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  • Contracts for hiring interns

    I am the founder of a startup looking to hire my first intern. I have a contract that was drafted to hire contractors (this was done by lawyer). Can i use the same contract when hiring an intern

    Kenneth’s Answer

    When you say you are going to hire an intern, if you mean you are going to pay the intern at least minimum wage, then the intern is an independent contractor as well. I want to raise two caveats, however.

    First, unless an intern's work is a true part of his or her curriculum and it provides little or no value to your company, you must pay the intern. There has been a big crackdown on interns who are essentially free labor to a company.

    Second, there is a question whether your contractors or your interns are really "independent contractors." Whether one is a contractor or an employee is an issue of definition by the IRS or the Department of Labor. If you assert substantial dominion and control over these people they are employees. Failure to treat them as such opens you to potentially huge state and federal liability.

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  • Need an attorney specializing in contracts for partnering up, medical/ cosmetic field.

    I am a business owner in a beauty/medical/cosmetic spa. I am looking to expand and partner up with another individual and need an attorney specializing in contracts of that sort. What kind of an attorney should I go with?

    Kenneth’s Answer

    There are a couple of things to consider from the beginning. First, are you looking for an investor or are you looking to bring on a colleague to help run the business. If you are in a recognized profession, e.g., medicine, you may be able to explore a professional corporation in which all members belong to the same profession. However, you may be able to use a garden variety LLC or corporation as well to address your needs.

    My firm and I do a great deal of work with small businesses, including setting up new LLC's and corporations, advising in situations like yours, etc. We serve several clients in New York. I would be happy to speak with you about your needs without charge or obligation.

    Sincerely,

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

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  • What is the best legal entity (e.g. C Corp., LLC, etc.) to share profits with a foreign partner?

    I sell tourist packages to other countries and I have a partner with whom I have to share profits. I'm sending American clients to do the trips and we are supposed to split the profits in half and be owners of our business in equal parts. How shou...

    Kenneth’s Answer

    I do a great deal of work with companies where one owner is an American and the other is a foreign national. Your foreign partner can only own an interest in an LLC or a C corporation. There is no problem with the two of you having interest in the same U.S. company. He will have to file a tax return in the U.S. for income earned through the company, but should get a write off in his home country. The decision to use an LLC or a corporation in this instance is primarily a tax question.

    I use an accountant with expertise in these matters to assure clients regarding the tax issues, I would be happy to discuss the options with you if you like. There is no charge for an initial consultation.

    Best regards,

    Ken Sprang
    Washington International Business Counsel
    ksprang@wibclaw.com

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  • We formed a Delaware LLC thinking there would not be a lot of extra fees and permits even though we live and do business in Cali

    when e first looked into LLC formed in Ca the fees were much higher than forming one in Delaware. We have fees and permits that we have to pay since we do business in Ca. We also have to pay for an agent in Delaware each year because of our format...

    Kenneth’s Answer

    I represent a number of private companies and Delaware is always my jurisdiction of choice when possible. There are numerous advantages to Delaware including simple procedures, extraordinary service, and reasonable fees. Annual fee for an LLC is $250.

    Unfortunately California charges a minimum $800 annual fee to every company, including those organized elsewhere as well as those organized in California. From a purely financial perspective the question is whether the $250 additional annual fee in Delaware is worth the advantages of Delaware.

    If a company intends to grow and go public or be sold, I think the cost is well worthwhile. I much prefer dealing with Delaware in these matters. However, if you intend to be California focused and not necessarily grow exponentially, you may be well served in California alone as the Delaware advantages may not be pertinent to your business.

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  • Import business attorney

    What type of attorney specializes in import laws and rules? Starting a small business and want to make sure all areas are covered

    Kenneth’s Answer

    I work with several clients who import goods from abroad. Many times a freight forwarder can meet your needs and will be less costly than an attorney. So long at you are not importing unusual goods or the like you should be fine.

    I am a business and transaction lawyer who specializes in working with foreign companies that want to do business in the U.S. and U.S. companies that want to do business abroad. In my experience often a freight forwarder can meet the needs of an importing or exporting business, absent unusual circumstances. Similarly a knowledgeable accountant can provide information on relevant tax issues at lower cost than a lawyer. Here again if there are unusual issues, a knowledgeable tax attorney is a necessity.

    Best regards,

    Ken Sprang
    Washington, DC

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  • Can anyone is allowed to run own company with partners along with his/her full time job in USA ?

    Can anyone is allowed to run own company with partners along with his/her full time job in USA ? This person will be working as a silent partner.

    Kenneth’s Answer

    An American citizen or someone with a green card could work for one company and own and operate another. Someone in the U.S. on an H1-B or similar visa is prohibited from working for anyone other than the sponsoring employer..

    You reference this person as a "silent partner." However "run own company" and being a "silent partner" are contradictory. You can work for Company A and be a silent investor in Company B. But you cannot help run Company B.

    This is a question for experienced immigration counsel. My colleague practices in that area.

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  • How can I remove a Director of my corporation?

    The corporation is a rental cars dealer and we want to remove one of our director based on the corporations statutes and Florida statutes. I am not sure about how to proceed? Is there any other way to remove a director? Please advise

    Kenneth’s Answer

    Directors are elected by shareholders. Unless your bylaws say otherwise, a majority of shareholders or rather those holding the majority of shares of the corporation should be able to remove a director. Note, however, that bylaws or Articles sometimes set a high bar for removal. Florida law provides:

    607.0808 Removal of directors by shareholders.—
    (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
    (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.
    (3) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulate voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her.
    (4) A director may be removed by the shareholders at a meeting of shareholders, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the director.

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  • Need Immigration Attorney

    We started a new sister company in CA which owned by our main company in India. It's consulting and staffing company and we are looking for an Immigration attorney to work with us. Need details about the charges like H1B transfers, GC filings etc.

    Kenneth’s Answer

    Our firm specializes in working with international companies doing business in the United States.My own area of specialization is corporate, business and labor and employment matters. However, my partner Vonda Vandaveer is an outstanding immigration attorney. We generally represent businesses only dealing with H1-B issues and the like.

    If we can be helpful, I am happy to put you in touch with Vonda.

    Best regards,

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

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