Kenneth Allyn Sprang’s Answers

Kenneth Allyn Sprang

Washington Business Attorney.

Contributor Level 15
  1. Please comment on Sherman Antitrust Act

    Answered over 2 years ago.

    1. Travis J. Jacobs
    2. Kenneth Allyn Sprang
    3. Robert John Murillo
    3 lawyer answers

    I think the greater concern is the Robinson Patman Act. The Sherman Antitrust Act prevents activities in restraint of trade generally. My first inquiry is why are you selling at different prices? If you simply negotiated a better deal with one than another, there is likely no violation. Moreover, that differential is probably not relevant as to Sherman Act violations. The Robinson Patman Act prohibits discrimination in pricing to equally-situated distributors when the effect of the...

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  2. Internet business

    Answered over 2 years ago.

    1. Sean Anthony Brady
    2. David Thien Tran
    3. Barry Franklin Poulson
    4. Kenneth Allyn Sprang
    4 lawyer answers

    Although on the surface, this looks like a business that should not be exposed to a great deal of liability, I still suggest that you set yourself up as a single member LLC. (You could structure an S corporation as well, but for this purpose your LLC might work fine.) You can get forms and information for California at http://www.sos.ca.gov/business/be/, though having competent counsel do it is preferable, just to make sure i's are dotted and t's crossed. By setting up this business...

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  3. How do I conduct my ecommerce business legally without incorporating ( LLC , S Corp etc) it just yet?

    Answered over 2 years ago.

    1. Brian S Wayson
    2. Bryant Keith Martin
    3. Kenneth Allyn Sprang
    3 lawyer answers

    You are free to operate as a sole proprietor. However, I generally do not advise doing so as you gain insulation from liability within an LLC or S corporation that you do not have as an individual. Of course, in either situation you should obtain insurance in case of harm to other persons or property. My first question is why would you wait to set up your entity given the modest cost of doing so? If you know to which state you will move, you might be able to arrange a temporary address...

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  4. Can I and/or for what specifically can I sue my S corp business partner?

    Answered over 2 years ago.

    1. Kenneth Allyn Sprang
    2. Michael David Siegel
    3. Bryant Keith Martin
    3 lawyer answers

    You clearly have a claim against the other member of your LLC for the converted funds. Essentially he has taken funds belonging to the LLC and converted them to his own use. That could rise to the level of a criminal act of theft, at least in theory, but more to the point he would be liable to the business for conversion or civil theft. The easiest resolution might be to take steps to buy out the other member or dissolve the LLC and account for the monies taken in determining your share of...

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  5. Dissolution of LLC

    Answered over 2 years ago.

    1. Frank Wei-Hong Chen
    2. Rosana G Herrera
    3. Kenneth Allyn Sprang
    4. Mark Joseph Guay
    4 lawyer answers

    In the absence of an operating agreement, the statute controls. The statute addresses your concerns, I think, at least generally: (a) Pursuant to an action filed by any manager or by any member or members, a court of competent jurisdiction may decree the dissolution of a limited liability company whenever any of the following occurs: (2) Dissolution is reasonably necessary for the protection of the rights or interests of the complaining members. (4) The management of the limited...

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  6. Can I operate a massage therapy business out of my home, do I have to worry about zoning laws and getting a business license

    Answered over 5 years ago.

    1. Kenneth Allyn Sprang
    2. Elena Rivkin Franz
    3. Thuong-Tri Nguyen
    3 lawyer answers

    First, resolve the zoning issue. You cannot operate your massage service if it will violate either zoning laws or any covenants in the deed to your home. It is not imperative that you use an LLC, but it is not a bad idea. The LLC insulates you from liability, at least liability not related to the actual massage. For example, if a client falls off the massage bed and is injured, you are probably personally insulated. If you err in the massage, you may not be able to escape liability,...

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  7. I have a micro IT staffing/recruiting management company offshore . can i provide service to USA from Asia?

    Answered 11 months ago.

    1. Kenneth Allyn Sprang
    2. Christian Frederick Paul
    3. Bruce Givner
    3 lawyer answers

    I have a number of clients who are based abroad and do business here in the U.S. Often it is prudent to create an LLC here in the U.S. (Delaware is my state of choice). There is no problem providing your service from abroad. There are questions though if you are using people in the U.S. for any of the staffing. In my experience, licenses are generally not required, though that varies from state to state. As to taxes, if you earn money in the U.S. you will pay U.S. taxes. However, you...

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  8. What should I do?

    Answered over 2 years ago.

    1. Michael Charles Doland
    2. Kenneth Allyn Sprang
    3. Curtis Lamar Harrington Jr
    3 lawyer answers

    This action may constitute criminal activity, if you wish to pursue that avenue. That requires conversation with your district attorney or the equivalent. Beyond that, your fellow member has breached his or her fiduciary duty to the company is should be liable to the company for all of the excess monies taken. To the extent that this diversion of funds caused inaccurate tax returns to be filed, you may need to amend returns. I would further advise curtailing this member' access to...

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  9. I'm the owner of a recently incorporated C-Company in Delaware, why should I hire an attorney?

    Answered 10 months ago.

    1. Kenneth Allyn Sprang
    2. John P Corrigan
    3. Eric J Camm
    3 lawyer answers

    I do not know whether you turned to Legal Zoom or another third party or registered your C corporation yourself. Chances are pretty good either way, however, that your Certificate of Incorporation has only the state minimum requirements and none of the provisions an attorney usually adds to protect directors, etc. Another question in my mind is why you have a C corporation, unless you intend to file to be taxed as an S corporation. Of course, I do not know the business or your long term...

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  10. Am I entitled for money from my company for working extra hours?

    Answered over 2 years ago.

    1. Paul Y. Lee
    2. Frank Wei-Hong Chen
    3. Kenneth Allyn Sprang
    4. Brian Coleman Kelly
    4 lawyer answers

    As a manager you may be an "exempt" employee. That means you are not entitled to overtime pay. However, it also means that if work a few hours in a day you get paid for the entire day, though vacation pay and sick time may be applied if you have it. There are reasonably clear definitions of exempt employee on the website of the U.S. Dept. of Labor (dol.gov). Three categories are exempt: professional, executive and administrative. That is a start for you to determine whether you should...

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