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Clifford J. Lawrence

Clifford Lawrence’s Answers

4 total

  • I have just recently registered my LLC with S. Carolina. I now want to start companies under it. How do I go about doing this?

    I started a LLC for entertainment. I am now ready to start different businesses under it. I want to have a record label, a publishing company (one for music and one for media), a management company, and a media company (film, TV, etc.) How do I ge...

    Clifford’s Answer

    It sounds like you intend for the LLC you just created to act as a holding company for various other entities. One way to do this is for each other entity to be formed as an LLC with the holding company LLC being a member and manager, and likely the sole member and manager. This relationship will be documented in the articles of organization filed with the South Carolina Secretary of State and each LLC’s operating agreement. There may also be other contractual relationships between the LLCs such as a management agreement, sublease agreement, employee leasing agreement, etc.

    However, a complicated structure like I just described is not necessarily required in your situation. Many LLCs engage in multiple business lines. The need for separate entities to operate each business line usually results from one or more of the following: (i) a desire to isolate liabilities of one business from the others; (ii) different ownership structures of the businesses; or (iii) one entity being in a regulated industry that prevents it from engaging in the business of another entity.

    I usually counsel clients that are starting a business to avoid complicated structures like you described unless there is a real need and benefit. The idea being that it is more important to focus on growing the business than to spend a lot of time and money administering a complicated structure.

    Regardless, I agree with Steve Fromm’s comment that you should consult with an experienced attorney.

    DISCLAIMER—This answer is for informational purposes and is subject to the Avvo.com terms and conditions of use. It discusses general legal principles and is not intended as specific legal advice regarding your question. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship.

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  • Do I have to reregister my LLC from NJ to SC?

    I started an LLC 10 yrs ago in NJ, did some office work in NJ but traveled all over. Now I live in SC, with a home office. I still travel all over for business. Do I have to reregister my LLC in SC? I file income under my personal income tax. I n...

    Clifford’s Answer

    You will need to apply for a certificate of authority from the South Carolina Secretary of State if your LLC in considered “transacting business” in South Carolina. Section 33-44-1003 of the South Carolina Limited Liability Company Act provides a list of activities that are not considered transacting business. The list includes the following

    (1) maintaining, defending, or settling an action or proceeding;
    (2) holding meetings of members or managers or carrying on other activity concerning its internal affairs;
    (3) maintaining bank accounts;
    (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign company’s own securities or maintaining trustees or depositories with respect to those securities;
    (5) selling through independent contractors;
    (6) soliciting or obtaining orders, by mail or through employees or agents or otherwise, if the orders require acceptance outside South Carolina before they become contracts;
    (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
    (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
    (9) conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions of a like manner;
    (10) transacting business in interstate commerce; and
    (11) owning, without more, an interest in a limited liability company organized or transacting business in South Carolina.

    DISCLAIMER—This answer is for informational purposes and is subject to the Avvo.com terms and conditions of use. It discusses general legal principles and is not intended as specific legal advice regarding your question. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship.

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  • My partner, 45% ownership in our LLC started a competing business. Can I fire him for conflict of interest?

    Do I have to close the LLC or can I remain open and simply let him retain his 45% with no say so in the daily operations?

    Clifford’s Answer

    A careful review of your articles of organization, operating agreement and the facts are necessary to determine the proper course of action for you and the company. The South Carolina Limited Liability Company Act prohibits a member from competing against the company. See Section 33-44-409(b)(3). However, unless your operating agreement provides otherwise, you can't simply "fire" him. Removing a member for violating this Section requires going to court and getting a judicial determination that the member violated his duties to the company. Then, the company would be required to purchase the member’s interest at fair value. The operating agreement may provide for a quicker method of removing and compensating the member.

    DISCLAIMER—This answer is for informational purposes and is subject to the Avvo.com terms and conditions of use. It discusses general legal principles and is not intended as specific legal advice regarding your question. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship.

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  • My HOA is violating the By-Laws. What can we do?

    I live in a neighborhood with an HOA . My question is really in 3 parts. First, the board has, on atleast 2 occasions I can confirm, violated the By-Laws by entering in contracts that significantly exceed the max amount allowed without the necess...

    Clifford’s Answer

    Disputes involving homeowners and their associations can be time-consuming and expensive to resolve. As a threshold question you really have to decide whether or not it is worth your time and money to get involved in this dispute. If you really want to proceed you have two main options.

    First, you can seek to replace the board. You and your like-minded neighbors would nominate yourselves to be on the board. If you receive enough votes at the next annual meeting then you will be able to control the board and ensure the association acts in accordance with its bylaws.

    Second, you could seek an injunction against the board’s actions. You would sue the board and ask a judge to prevent them from taking actions that are not in conformity with the bylaws.

    Most likely your covenants do not allow you to “opt-out” of the association.

    DISCLAIMER—This answer is for informational purposes and is subject to the Avvo.com terms and conditions of use. It discusses general legal principles and is not intended as specific legal advice regarding your question. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship.

    DISCLAIMER—This answer is for informational purposes and is subject to the Avvo.com terms and conditions of use. It discusses general legal principles and is not intended as specific legal advice regarding your question. Full evaluation of your legal situation would require personal consultation permitting an understanding of all the facts and circumstances. This answer does not establish an attorney client relationship.

    See question