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Kenneth Allyn Sprang

Kenneth Sprang’s Answers

758 total


  • I'm planning to form an LLC with my two children as partners, what are advantages/ disadvantages in making them as my partners?

    Is this a good idea? All my assets are under Revocable Trust being me as the trustor and trustee , my two children are my beneficiaries. Are my assets protected?

    Kenneth’s Answer

    There are a host of questions to be answered to address your question. Broadly speaking, however, with your children as fellow members of the LLC, you could within you operating agreement provide what happens to your interest upon your death. You could have your interest held by your trust, in which case upon your death your children would have the entire LLC.

    As long as the LLC is adequately capitalized and operated properly, you should all enjoy the liability insulation that comes with an LLC. The other question is who is going to operate the company? Can you and your children agree on strategy, operation, etc. Are you going to run it or are they and if so how will votes be handled. Will this be member managed or manager managed.

    In short, whether it is a good idea depends on your management plans, long term goals, and similar factors. If those all align, and you put your interest in your revocable trust, this could be a valuable strategy.

    Best regards,

    Ken

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  • Company start

    Can i start a small business or company in b1 b2 visitor visa? How much minimum investment needed and any requirements? Can i get green card through it?

    Kenneth’s Answer

    You can start a company even as a resident of another country, though you are limited to an LLC or a C corporation. However, you cannot work for the company absent a proper visa. If you want to actually reside in the U.S. and be employed by the company, you will need a different type of visa.

    If you have $1 million to invest, or $500,000 in some locations, and will employ 10 people within two years, you would likely qualify for an EB5 visa.

    My colleague is a skilled immigration attorney and can provide more information.

    Best regards,

    Ken Sprang
    Washington International Business Counsel
    www.wibclaw.com

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  • What do I do if I lost my corporate book and stock certificate?

    Do I just purchase another corporate kit?

    Kenneth’s Answer

    If you cannot find the book, you can certainly purchase a new one and replicate the minutes, if you do not have backup copies. You can issue new certificates cancelling the old ones. You should have a Board resolution memorializing all that.

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  • We are an internet startup Delaware c corp operating in CA with no revenue. Do we have to file Taxes with California also?

    We have filed with Delaware and also are about to file IRS form 1120.

    Kenneth’s Answer

    You will pay not taxes in Delaware, except for annual franchise taxes and fees which will be a minimum of $400 annually. You must register as a foreign entity in California and the annual fee there is $800 per year, regardless of income. You will, of course, have to pay income taxes in California once you make money.

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  • I have an inactive LLC in Delaware . Do I have to pay any state , local or any tax if the LLC does not have any operation ?

    This LLC has a subsidiary in Mexico and the subsidiary pays all taxes applicable in Mexico . I would say that the LLC is the holding of this subsidiary .

    Kenneth’s Answer

    Check with Delaware to see if your LLC is still in good standing. You must pay Delaware an annual fee of $250. It is a franchise fee, not a tax. There is no tax on earnings in DE if you are not actually operating there. LLC's are disregarded entities, so you should be taxed on any earnings in Mexico if you are living in the U,S., at least at the federal level. However, if the DE LLC holds the membership interest of the Mexican company, you may well be liable for income tax on the earnings in the U.S. and your home state.

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  • Can I use an on line incorporation to form an LL and then use an attorney to create an Operating Agreement ?

    I am a young entrepreneur with only a few bundles in saving to jump start my new venture . Can I use an on line incorporation to file for an LL formation in NJ and then go to an attorney to create an Operating Agreement ? I also will need help i...

    Kenneth’s Answer

    You can do that certainly. On the other hand, it may be just as easy and inexpensive to have the same attorney do the organization as the operating agreement. Also an LLC may or may not be the best format.

    I have a major client in Hoboken, so have created a numbeer of NJ LLC's and would be happy to speak with you.

    Kindest regards,

    Ken Sprang
    Washington International Business Counsel
    3 Bethesda Metro Center, Suite 700
    Bethesda, MD 20814 (Washington, DC
    ksprang@wibclaw.com

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  • Corporate veil and copyright infringement protection.

    If I have a corporation registered in Nevada does that provide a corporate veil to it's members as far as copyright Infringement of protected images is concerned or is that type of protection easily pierced?

    Kenneth’s Answer

    It is true that shareholders are insulated from liability with a corporate structure, so long as corporate formalities are observed and the company is properly capitalized. If your question is whether the company alone is liable for infringement, assuming the company alone infringed, the answer is yes. However, you should be aware that penalties for infringement can be severe--as much as $150,000 per infraction of the owner is entitled to statutory damages and the infringement is willful, as it would appear to be based on your inquiry.

    It may be that you believe your use is proper but want to be certain if you are wrong that you are protected. In that case your corporation probably works. However, I urge you to do some serious due diligence to determine whether there is a risk of infringement and if there is, do not use the work. A good copyright infringement case could shut down your business financially in a hurry.

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  • Hi, I am from India and I am very much interested starting a US IT staffing company. However, I have done my home work for setti

    I am planning to start a US IT staffing company and want to incorporate either in Delware or in NJ. I am Very confused about the bank account since I will be needing the US Bank Account for wire trasnfer and for so many other business related reasons

    Kenneth’s Answer

    I represetnt several foreign nationals starting businesses in the U.S., including Indian citizens. Once you create the corporation in the U.S., and I strongly recommend Delaware for that purpose, you can open a bank account. We merely obtain a tax identification number for the corporation and open the account. It is a fairly simple process.

    Because of the ramifications of 9/11 there may be more disclosure required regarding you personally, but even that is failrly simple.

    I am happy to discuss if you like.

    Kindest regards,

    Ken Sprang
    ksprang@wibclaw.com
    www.wibclaw.com
    Washington, DC

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  • How to withdraw from a C Corp partnership

    We are incorporated in Michigan. One of the three partners wants to withdraw from the partnership. He owns a third of the shares. He wants nothing from the company. He just wants to be clear of the whole deal. The partnership agreement states...

    Kenneth’s Answer

    First, let me clarify your structure. You used both corporate and partnership terms in your note. I do not mean that observation to be crticial, but the details are imporant in accomplshing what you want. I infer you are indeed a C corporation and not a partnership. One of your sharehlders wants out of the corporation. He does not want anything from the Company.

    There are a few things you can do. First, if you have not actually issued shares to anyone, you can just issue shares to the remaining shareholders and do nothing else. On the other hand, if you have issued shares to the withdrawing shareholder, he can sell the shares to the corporation for some nominal fee, e.g., $10, or perhaps sell them for nothing in exchange for a relase of any liability that may exist (even though none may be known). You could then hold the shares as treasury shares or retire them.

    In sum there are a couple of options depending on what you have done so far. If you are releasing him from the obligtions of a shareholders' agreement, you need to memorialize that with a shareholder meeting and minutes or minutes in lieu of a meeting.

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  • Shouldnt i be compensated if a company is providing my music without my consent?

    a wireless company has my music, without my knowledge.

    Kenneth’s Answer

    You own the copyright on the music from the moment you created it. However, in order to get statutory damages and in order to bring a claim, you must register it. You can do tht your self by going to copyright.gov, though you may be well served to have an attorney do it. Then you need an attorney who does copyright litigation or you need an experienced federal court litigator who will consult with a copyright attorney.

    You can recover attorneys fees as well if you win, and if you can prove infringement you should win.

    The catch is that any usage prior to registration, is subject only to actual damages, i.e., money you lost and profits the company gained, while infringement after registration allows you to recover statutory damages. Depending on whether the violation is willful or unintentional and other factors, those can run from $200 to $150,000.

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