Kenneth Allyn Sprang’s Answers

Kenneth Allyn Sprang

Washington Business Attorney.

Contributor Level 15
  1. If i own no stock in a corporation but am an officer that signed a personal guarentee, am i liable for the debt ?

    Answered over 2 years ago.

    1. Robert Forman Smith
    2. L. Maxwell Taylor
    3. Kenneth Allyn Sprang
    4. Sean Anthony Brady
    4 lawyer answers

    If you signed the guarantees personally for the corporation, more than likely you are liable if the corporation does not pay. I am assuming that you executed the guarantee saying something like "I, John Smith, guarantee the debt of XYZ Corporation."

    7 lawyers agreed with this answer

  2. What are my options?

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Mark William Oakley
    3. Robert John Murillo
    3 lawyer answers

    As a general rule, the creator of a tangible medium, e.g., a video, owns the copyright to that video. Therefore, use by another infringes upon the copyright. Assuming you can show the rights in you and show that none were granted to her, you would be entitled to recover damages in the sense of lost profits, i.e., probably money she has made using the video. You could seek injunctive relief against her from the court, i.e., a court order to cease and desist until the matter is resolved....

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  3. Dear Sir or Madam, what is recommended amount of capital contribution for a sole member LLC in the US (PA)? Thank you!

    Answered over 2 years ago.

    1. Tyler Benjamin Christ
    2. Kenneth Allyn Sprang
    3. Jan Matthew Tamanini
    3 lawyer answers

    I work with many start up organizations. The answer to your question is largely "it depends on your business." If you are manufacturing dynamite or disposing of nuclear waste, e.g., activiteis that are very dangerous and in which liability is likely at some point, you need a lot of capital. If, on the other hand, you are opening a retail store, it could be modest. Essentially you need enough to get started. There was a time when corporations required some level of stated capital, but not...

    5 lawyers agreed with this answer

  4. Should Investment group use an LLC or LP to invest in a new service venture being operated as an LLC?

    Answered over 2 years ago.

    1. Nancy L. Lanard
    2. Michael J. Brooks
    3. Kenneth Allyn Sprang
    4. Robert V Cornish Jr.
    4 lawyer answers

    There are a number of factors that may ultimately affect your decision, e.g., nature of the business, long term plans, etc. However, looking at it broadly, I believe that if you have chosen to operate the new venture as an LLC, then an LLC may be the best mechanism for your investment group. I infer that they are not yet organized formally and that they do not wish to hold an interest as individual persons or entities. With the limited partnership there is a general partner that does have...

    5 lawyers agreed with this answer

  5. What is a good legal entity for a business that will have a subdivision in a different industry?

    Answered about 1 year ago.

    1. Brian Haksoon Lee
    2. John P Corrigan
    3. Romy B Jurado
    4. Kenneth Allyn Sprang
    5. Oscar Javier Ornelas
    6. ···
    7 lawyer answers

    You have three basic options. Either you create a single company which has two divisions, a trucking division and a brokerage division, or you create a trucking company which has a subsidiary in the brokerage business (or vice -versa). You could also have a single holding company which owns a trucking company and a brokerage company. Any of those structures will likely give you the insulation from liability you want. The threshhold question is a tax question. Which structure serves you...

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  6. Two LLC's working together

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Robert John Murillo
    3. Richard W Beck
    3 lawyer answers

    I believe the simplest model would be (1) the client enters into an agreement with on LLC; (2) the first LLC subcontracts for services of the second LLC. I would suggest that your LLC have the contract with the client since absent good shooting the video is worthless. Create a simple subcontract between the two LLC's in which the friend agrees to edit, but the friend's client is your LLC. You really are best served by determining compensation, at least minimum compensation in advance. For...

    6 lawyers agreed with this answer

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  7. I would like to add my husband's name to my property. I fear if anything happens to him, his daughter will seek monetary value

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Paula Brown Sinclair
    3. Alan D. Walton
    3 lawyer answers

    My understanding is that you own property in your own name. You want to have your husband share title with you. You fear, however, that if he dies, his daughter will seek his interest in the property. If that is correct, you have multiple options. The simplest is to convey to yourself and your husband as tenants by the entireties or as joint tenants with right of survivorship. In either case, if your husband dies the property passes directly to you as a matter of law. The daughter can...

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  8. ABC LLC registered in NY, can I register ABC Inc in CA?

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Michael Charles Doland
    3. Nina Yablok
    3 lawyer answers

    If I follow you correctly, someone resident in NY has created ABC, LLC. You would like to create ABC, Inc. in California. With regard to the corporation, it depends on the guidelines of the Secretary of State. Some jurisdictions will let you register ABC LLC and ABC, Inc. owned by different persons. Other states, e.g., NY, will not allow it. You should go to the California Secretary of State website and search for names to see if ABC, Inc. is available. As to the trademark, if you use...

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  9. What happens to the assets of an LLC that has not been operational for 4 or more years.

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Glenn M. Lyon
    2 lawyer answers

    Your experience is one of the reasons I often advise clients to use something other than an LLC. In my view, LLC's are not designed for more than a few members. Unless you have an operating agreement with a manger or managing member you get governance by committee and the problem you have experienced. As the story goes they went to create a horse by committee and ended up with a camel. The owner cannot simply take back the patent, unless there was an agreement allowing that. It sounds...

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  10. Giving away a majority % of an s corp in exchange for a % of the net profit

    Answered over 2 years ago.

    1. Michael Charles Doland
    2. Jeremiah Kent Jarmin
    3. Kenneth Allyn Sprang
    4. George William Wolff
    4 lawyer answers

    With the caveat that there are doubtless many facts not laid out here, this sounds like a very bad idea. If I understand correctly, two people have been running the business. At the moment you own 100%. The plan has been to give each of the other two 40% of the business with ou retaining 20% of the equity and 20% of the profits. In my view, absent several modifications, this is potentially a disaster waiting to happen. The threshold question is what are you trying to accomplish? Why are...

    6 lawyers agreed with this answer