Kenneth Allyn Sprang’s Answers

Kenneth Allyn Sprang

Washington Business Attorney.

Contributor Level 15
  1. What would be the most advantageous legal capacity to incorporate as a wholly-owned US subsidiary of a small privately held UK c

    Answered over 2 years ago.

    1. Phillip Monroe Smith
    2. Michael Charles Doland
    3. Dana Howard Shultz
    4. Mark Joseph Guay
    5. Kenneth Allyn Sprang
    5 lawyer answers

    I do a lot of this wrok. My recommendation for a European company is to incorporate or create an LLC in Delaware. No physical presence in DE is required and there are numerous advantages. Several of my foreign clients have organized LLC's or corporations in DE.

    6 lawyers agreed with this answer

  2. How do I remove the cfo and secretary, same person, of my s corp legally? He owns 18% , and I am the ceo and the other board

    Answered almost 3 years ago.

    1. Nina Yablok
    2. Robin Mashal
    3. Kenneth Allyn Sprang
    4. Curtis Lamar Harrington Jr
    4 lawyer answers

    Absent an unusual provision in your bylaws or organizational documents, the Board of directors can remove any officer. Officers usually serve at the pleasure of the board. Typically a simple majority vote of directors is enough, unless the corporate documents say otherwise.

    6 lawyers agreed with this answer

  3. In California, can the shareholders of a close Corp agree to give a 40 percent shareholder a 50 percent voting power?

    Answered almost 3 years ago.

    1. Phillip Monroe Smith
    2. Kenneth Allyn Sprang
    3. Robert John Murillo
    3 lawyer answers

    You may be able to accomplish this through agreement, but I would be inclined to issue different classes of stock. You cannot do that as an S corporation, though. I would prefer that your voting power once established not be subject to continued approval of your fellow shareholders. However, if you cannot issue different classes, a shareholders agreement may work. You might also use a voting trust or similar agreement which guarantees you 50% of the votes.

    6 lawyers agreed with this answer

  4. Who represents company A " an LLC " to a shareholders meeting of another LLC (company B) where it is a shareholder?

    Answered almost 3 years ago.

    1. Michael Charles Doland
    2. Keith Edward Ganey
    3. Kenneth Allyn Sprang
    3 lawyer answers

    First, there are no shareholders in an LLC--only members. I know that probably sounds like legal nitpicking, but the distinction is a very important one in many circumstances. The Operating Agreement and the Articles or Certificate of Organization will control. Absent directives from those documents, here is a general answer to your question. First, with regard to Company A, does the Operating Agreement give the General Manager absolute authority, i.e., is he truly the manager of the...

    6 lawyers agreed with this answer

  5. How does a C corporation pay tax for non-US residents, living in their own country?

    Answered almost 3 years ago.

    1. Christopher Michael Larson
    2. Kenneth Allyn Sprang
    3. Joseph T Ostrowski
    3 lawyer answers

    Many, though not all, countries have treaties with the U.S. that address these issues so that one does not pay tax to two countries. I assume the foreign national works here in the U.S. If that is the case, then you will likely have to withhold federal income tax. Check with your accountant, as there may be an exemption with regard to FICA (Social Security and Medicare). An accountant who deals with companies paying foreign nationals regularly or a tax attorney should be able to guide you.

    6 lawyers agreed with this answer

  6. Tax laws for LLC

    Answered almost 3 years ago.

    1. Christopher Michael Larson
    2. Bryant Keith Martin
    3. Phillip Monroe Smith
    4. Kenneth Allyn Sprang
    5. James H Sutton Jr.
    5 lawyer answers

    An LLC can elect to be taxed as an S corporation, and I do not believe that single member LLC's are excluded. However, as my accountant advises, if you want to be taxed as an S corporation, why not be an S corporation rather than an LLC. Unfortunately, LLC's have become the darling of entrepreneurs and they are not always the best option. So, you can elect to be taxed as an S corporation or convert to an S corporation. Then you pay yourself a salary reasonable for the work done and the...

    6 lawyers agreed with this answer

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

    Answered over 1 year ago.

    1. Kenneth Allyn Sprang
    2. Paul Rutledge Durr III
    3. John P Corrigan
    3 lawyer answers

    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...

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  8. Limited-liability-company-llc-

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Robert John Murillo
    3. Phillip Monroe Smith
    3 lawyer answers

    I would be inclined to recommend an S corporation unless he agrees that in an LLC you are the sole manager. Absent agreement for a manager managed LLC, everyone has a right to vote on everything. You could create an Ohio subsidiary that is autonomous for the most part in which you hold a majority interest. If he is shareholder (which occurs only in a corporation--LLC owners are members) then he owns part of the company, but you can maintain control. You could arrange even for him to...

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  9. Non Disclosure Agreements

    Answered almost 3 years ago.

    1. Bryant Keith Martin
    2. Kenneth Allyn Sprang
    3. Michael Charles Doland
    3 lawyer answers

    Often a promissory note is signed only by the debtor and not the creditor. If so it may not be treated as a contractual agreement. Typically a promissory note merely states terms that are contained in a binding loan agreement. You could include a proper NDA in the note. If so, make sure that you use traditional NDA contractual language and that you both sign the agreement. Title it Promissory Note and NDA. As to breach, you need to write in the effect of a breach of the NDA. You...

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  10. How do we open in US a subsidiary of our Russian company?

    Answered over 2 years ago.

    1. Curtis Lamar Harrington Jr
    2. Kenneth Allyn Sprang
    3. Pradnya Pradhan Desh
    3 lawyer answers

    I do a great deal of work with foreign companies seeking to do business in the United States. First, as to the structure, you can only operate an LLC or a C corporation. As foreign nationals you can hold the equity in either entity. Second, how will you run the company? Do you envision hiring American employees or will members of the company travel here which, of course, raises issues of visas. As to taxation, money earned in the U.S. is taxed here. All earnings from an LLC are...

    5 lawyers agreed with this answer

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