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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

764 total


  • US online company hiring a foreign citizen , for remote work. not a US citizen, what is the process?What type of attorney?

    "My US online company wants to hire a foreign citizen as an employee, work would be performed outside of the US” remotely. since he is not a US citizen, what is the process to do this? What type of attorney would handle this?" What paperwork is ne...

    Kenneth’s Answer

    You may wish to hire the individual as an independent contractor as another attorney has suggested. In that instance you simply pay him and he has the responsibility of reporting income to the Nepal government. On the other hand, you could make him an employee of the company. The challenge there is in addressing issues like withholding for FICA and the like.

    You might want to explore whether it would be advantageous to the individual to form his own company in Nepal and contract with your company. In the U.S. when hiring an independent contractor, that is often a valuable option. Of course, I am uncertain of the issues in Nepal.

    My colleagues and I do a great deal of work in this area, both assisting U.S. firms who are doing business abroad and foreign firms seeking to do business abroad. Although not immediately relevant to your circumstances, we also do immigration work for employers. My own expertise is in labor and employment law and general business matters.

    I would be happy to discuss the matter with you with no obligation to you.

    Kindest regards,

    Ken Sprang
    ksprang@wibclaw.com
    Washington, DC

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  • Does an email between two companies make a valid contract?

    I am a us based company that will be doing some work with a Singapore company. We have agreed to 50/50 profit share in the work together. I have sent them an email stating we are 50/50, and they replied they agree to. Is that a valid binding contr...

    Kenneth’s Answer

    Generally under U.S. law a binding contract can be created by email. In 2000 the Electronic Signatures in Global and National Commerce Act passed setting standards for emails becoming contracts. Many courts have upheld contracts created by email.

    One question is whether the emails contain the critical elements of a contract. Is there an offer of some kind and an acceptance and is there consideration that is paid. Those are the building blocks. Beyond that though what happens if there is a disagreement. Are you going to litigate in Singapore or New York or did you provide for international arbitration. Who is going to be in charge of what appears to be an implied joint venture.

    In short, you may well have a contract created by your emails, depending on what the emails contain. However, if you have not laid out all the terms and conditions of your arrangement, you might have some headaches down the road.

    Best regards,

    Ken

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  • The best advice for winning a MEDIATION?

    I have a breach of contract mediation coming up in Denver. The owner of a Hotel signed an agreement to sell his hotel to me, and promised in the purchase contract that he would do all necessary things to sell the hotel to me. One duty he had was ...

    Kenneth’s Answer

    First, remember that a mediation is an attempt to settle a case. You will not get a binding decision from the mediator.

    Second, your task is to convince the mediator that you are right and your seller wrong by providing all of your evidence of his breach. If the mediator thinks you are legally right, he is more likely to seek to convince the seller that he stands in a bad place legally and should settle.

    Then the issue of damages arises. How much in total have you lost? What remedy do you want? Could the deal still be saved with his performance? If not, and this is about money, then determine what you are willing to accept. Factor in that litigation takes time and money. Consequently taking less than you are owed could save you money.

    Best of luck to you.

    Ken

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  • Should I be concerned about this solar contract?

    I'm considering leasing solar panels. I have received a few quotes, and am considering moving forward on one of them, but after reviewing the contract, this statement has me concerned..."(Company name) works with banks, large companies and other s...

    Kenneth’s Answer

    I infer from your note that you will be the lessee, that is you will get the panels from the vendor. Many companies offer financing, but they do not wish to remain in the financing business. Therefore they sell the financing agreement to a third party. So if Solar Company leases panels to you for a period of time under specific terms, they might sell that contract to a third company, e.g., ABC Leasing. ABC is much better set up to handle leasing matters. The terms of your lease will not change, but all of the file will not go to ABC Leasing. If you read your lease agreement you will almost certainly find language allowing the solar panel company to assign the contract to a third party, even though the same document may prohibit you from doing so.

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  • Opening a branch of my indian company in indiana USA OR Open a new company in USA .

    I am one of the owners in a Indian PVT.LTD company in INDIA and i am a US Resident with Green card. My company wants to do Business in USA .We have Import /Export licence number in India .We will import Goods in USA and sell them through websi...

    Kenneth’s Answer

    Our firm does a great deal of work with foreign nationals wishing to do business in the U.S. and U.S. nationals doing business abroad. Many of our clients have situations similar to your own. For example, one client company imports shoes from India. It is owned by a U.S. citizen and an Indian citizen in India.

    There are three major things to consider. First, what company structure should you use. With your green card if you are the only owner, you can pretty much choose whatever structure you want, i.e., S corp, C corp, LLC. Second are tax issues. You will be taxed here and and you want to avoid any double taxation. Finally, if you have any desire to have the other owners come to the U.S. from time to time, you must consider immigration factors--the expertise of my partner.

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

    With kindest regards,

    Ken Sprang

    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    P.O. Box 27317
    Washington, DC 20038-7317
    ksprang@wibclaw.com

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  • Can an export agent handle sale for companies without involving the bank?

    I want to start a home based business as an export agent.I have contacted companies who are ready to trade with each other.I don't have a bank account.Is it possible to handle the sale for them?Once I earn the money then I can open one and buy oth...

    Kenneth’s Answer

    Entering into the business you suggest is much more complex than you suggest. It is not difficult--one just needs to consider a number of factors. It is relatively simple to set up a limited liability company or corporation, obtain a tax id number for it and open a bank account with a modest amount of money. You are going to need the services of a freight forwarder or similar person to help you maneuver export regulations. You need adequate insurance, determination of whether you ship FOB or otherwise and a number of other things.

    It is not clear to me how you will finance your business based upon your question.

    Our firm works with many companies engaged in exporting from the U.S. abroad as well as working with foreign entities and persons seeking to do business in the U.S.

    I would be happy to discuss your options without cost or obligation if you like.

    Best regards,

    Ken Sprang
    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    6700 Melville Place
    Chevy Chase, MD 20815
    ksprang@wibclaw.com

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  • Director / employee of Canadian company wants to do business / work in US. What needs to happen?

    I'm one of 3 directors of a Canadian company. I would like to live in the US while being employed by my company. In terms of immigration (L or E visas), business, and tax laws, what steps must I and/or the Canadian company take in order to allow t...

    Kenneth’s Answer

    I concur with Ms. Vandaveer. The first question I ask clients is to identify their long term goals. That answer informs the option. It may be that setting up a subsidiary in the U.S. would facilitate your goal, depending upon all of the circumstances.

    Our firm does a great deal of work with foreign companies and foreign nationals who wish to do business in the U.S. as well as those in the U.S. who wish to do business abroad. I would be happy to discuss your needs without cost or obligation.

    Best regards,

    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    P.O. Box 27317
    Washington, DC 20038-7317
    ksprang@wibclaw.com

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  • Can a foreign national own part of a C-type Corporation?

    Is there anything preventing a Belgium national from owning part of a C-type corporation and acting on the board of directors?

    Kenneth’s Answer

    There are no restrictions at all when there is a C corporation. There may be concerns about taxes here or there, or more precisely minimizing taxes across the board. I think with a foreign national that careful crafting of corporate documents takes on heightened importance.

    Our firm does a great deal of work with companies where one or more owners is a foreign company or foreign national, and with foreign nationals or companies who wish to do business in the U.S. and U.S. persons wishing to do business abroad. I would be happy to discuss the matter with you without cost or obligation if you like.

    Best regards,

    Ken Sprang

    Kenneth A. Sprang
    Washington International Business Counsel, LLP
    P.O. Box 27317
    Washington, DC 20038-7317
    ksprang@wibclaw.com

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  • I'm starting a LLC with a foreign national planning to get a visa to move to the US. What steps should I take to protect myself?

    Are there any legal implications other than the obvious tax liabilities associated with running a business with someone located outside of the country? We are both putting equipment as initial capital into the business and are going 50/50 partners.

    Kenneth’s Answer

    There are two fundamental issues at hand. First, is how best to structure your business, where to organize it, etc. That decision should be informed by multiple factors including your target market, long term goals, etc. Second, how will you assure that your foreign colleague is taxed only once. His or her earnings from the U.S. entity will be taxed here, but he will likely get a credit at home.

    Immigration comes to play if your colleague wishes to come to the U.S. from time to time with respect to the business, and even more so if your colleague desires to emigrate to the U.S. at some point.

    One significant niche of our practice is assisting clients who have a co-owner abroad, as well as foreign nationals or companies wishing to do business in the U.S. and U.S. individuals or companies wishing to do business abroad. I would be happy to speak with you without cost or obligation if that would be helpful.

    Best regards,

    Kenneth A. Sprang

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  • What entity filing status is best for our business formation to achieve asset protection and limit taxation?

    I'm about to form a 3 person business partnership and would like personal asset protection. I am a married female (husband will not be involved in the company) living in the state of CA. My partners are a married couple (married to each other) l...

    Kenneth’s Answer

    Let's begin by abandoning the terms "partner" or "partnership." I understand what you mean, of course, but a partnership is a particular kind of legal relationship which generally does not provide the protection you are seeking. Your choices are (1) a limited liability company (LLC), (2) a C corporation or (3) an S corporation (which is a C corporation for which the shareholders elect taxation under Subchapter S of the Internal Revenue Code). Assuming you are all citizens of the U.S. or resident aliens, and depending upon your income from other sources, the S corporation may have some tax advantages for you.

    Any of those three structures will insulate the members of an LLC or the shareholders of a corporation from personal liability so long as (1) the company is adequately capitalized and (2) you operate it like a business with minutes, separate bank accounts and similar formalities.

    Where will your nominal business center or headquarters be? You can register your company in NE or CA. If you register in NE and do business in CA, you will still have to register as a foreign entity in CA, subjecting you to a minimum $800 annual fee. If you register in CA and are doing business in NE, you will likely have to register in NE as well and face a likely annual fee, hopefully less than the fee in CA. I have a strong preference for registering companies in Delaware, but given your potential presence in NE and CA, it is likely preferable for you to choose one of those states.

    Finally, whether you have an LLC or a corporation, generally members and shareholders have no right to assert claims against one another, unless one member or shareholder breaches her duty to other members or shareholders, e.g., takes money from the company, keeps a corporate opportunity for herself, etc.

    A final note. With an LLC you have to determine whether you will be member managed or manager managed. With a corporation, the Board of Directors has primary authority. Those decision should reflect the nature of your relationship with the couple in NE. You might want to consider a 51%-49% structure to give you control. Otherwise you need to devise a way to break any deadlock in decision making.

    In sum, you can protect your assets with a properly run LLC or corporation. You will likely wish to from the company in CA or NE. In choosing the LLC or the corporation, give thought to governance and decision making so that you avoid internal conflicts going forward. Those details must be in a well crafted operating agreement, if an LLC, and well crafted bylaws and a shareholders' agreement if a corporation--a task for an experienced business lawyer.

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