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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

767 total


  • 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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  • I have started an LLC and listed five people as members in the articles of organization. One member will not sign the operating

    I have started an LLC and listed five people as members in the articles of organization. One member will not sign the operating agreement, as we have a dispute over percentages. The other four members are willing to agree to my terms, however. If ...

    Kenneth’s Answer

    Assuming the fifth member has not invested capital or otherwise tied himself into the LLC, I would suggest you amend the Articles of Organization first or file a Statement of Correction. The one thing you want to avoid is having this fifth person come back later and insist on sharing in your success. This experience should also inform the content of your operating agreement.

    The problem is that such amendments require the consent of all members. Consequently the question arises whether this fifth person is in fact a member at this juncture. To determine that, I strongly recommend consultation with experienced business counsel so that this issue is definitively resolved now and not later.

    I am assuming that you created the company yourself and have used a routine agreement or used a company of some sort to create the company. If that is the case, i would just raise the caveat more for others reading this than anyone else, that in general business persons are well served to retain competent, reasonably priced counsel t the beginning. In the long run it will save you money.

    Best regards,

    Ken

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  • Hi, I am starting a cleaning business here in Lawrenceville, GA. I wanted to know the steps (legally) to start. Thank you.

    Cleaning. Business. Commercial Cleaning. Residential Cleaning. Office cleaning business. Business license. Tax ID. Register. Insurance. Trade name. LLC.

    Kenneth’s Answer

    • Selected as best answer

    (1) Establish an LLC or S corporation
    (2) obtain a federal tax id number (EIN)
    (3) Establishing the LLC or corporation requires creation of an operating agreement or bylaws an some record keeping, though not an arduous amount
    (4) Determine whether there is sales tax charged for your work and if so obtain a state number for sales tax
    (5) Obtain insurance against any mishaps that might occur
    (6) Preferably seek to be bonded so your clients feel they are protected should employees steal, etc.
    (7) Identify a competent and reasonably priced CPA, as you will have to submit payroll taxes and withholding for employees
    (8) You will need skill with Quckbooks or similar program or you will need to retain a bookkeeper (on an as needed basis)
    (8) You may wish to register your trademark with the USPTO

    There are a few other elements depending on the number of employees, how you will staff, etc.

    I am happy to discuss if you like.

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