Kenneth Allyn Sprang’s Answers

Kenneth Allyn Sprang

Washington Business Attorney.

Contributor Level 15
  1. Converting a Corporation to an LLC?

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Kevin M. Veler
    3. Phillip Monroe Smith
    3 lawyer answers

    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

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

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Rosana G Herrera
    3. Dana Howard Shultz
    4. Andrew Kevin Jacobson
    5. Kevin Arnold Spainhour
    5 lawyer answers

    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

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

    Answered 12 months ago.

    1. Kenneth Allyn Sprang
    2. Michael Charles Doland
    3. Felix Wayne Loya
    4. Dana Howard Shultz
    5. Codi Morris Dada
    5 lawyer answers

    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...

    11 lawyers agreed with this answer

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

    Answered over 2 years ago.

    1. Frank Wei-Hong Chen
    2. Kenneth Allyn Sprang
    3. Brandon Kavanagh
    4. Scott Wesley Williams
    5. Bruce Allan Wilson
    5 lawyer answers

    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.

    10 lawyers agreed with this answer

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

    Answered over 2 years ago.

    1. Anthony B. Cartee
    2. Andrew Kevin Jacobson
    3. Kenneth Allyn Sprang
    4. Robert John Murillo
    4 lawyer answers

    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...

    9 lawyers agreed with this answer

    1 person marked this answer as helpful

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

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Jan Matthew Tamanini
    3. Joel Jay Kofsky
    3 lawyer answers

    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

  7. After incorporating an s-corp, are there any mandatory steps?

    Answered over 2 years ago.

    1. Dana Howard Shultz
    2. Kenneth Allyn Sprang
    3. Michael Charles Doland
    4. Shawn Regis Jackson
    5. Bradley Richard Thompson
    5 lawyer answers

    You said you have incorporated an S corporation. However, one simply establishes a corporation. All corporations begin life as a C corporation. An "S corporation" is really a status for tax purpose. If you want to be taxed as an S corporation, you must file an IRS Form 553 with the IRS within 75 days of commencement of your business or within 75 days of the beginning of a new tax year. You should consult with your accountant for details. You can get a great deal of information form IRS....

    9 lawyers agreed with this answer

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

    Answered 12 months ago.

    1. Kenneth Allyn Sprang
    2. Ryan Michael Davidson
    3. Kirk Tyler Klett
    4. Todd Brian Nurick
    5. Michael Charles Doland
    6. ···
    6 lawyer answers

    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...

    7 lawyers agreed with this answer

  9. Live In Maryland but Want To Create a LLC in Nevada

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Phillip Monroe Smith
    3. Theodore B Godfrey
    3 lawyer answers

    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

  10. Import/Export Attorney for consultation in Chicago/ IL

    Answered 12 months ago.

    1. Kenneth Allyn Sprang
    2. Bruce E. Burdick
    3. Michael Charles Doland
    4. Alan James Brinkmeier
    4 lawyer answers

    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...

    Selected as best answer