Thomas L. McLain's Answers

I am starting a business with a exit plan through merger or aquisition, which business structure should i use?

You have gotten many wonderful answers and, by now, should understand that there are numerous factors to consider in selecting a business structure. Since your question focused specifically on the exit, it is important to understand that the type of entity can limit options at the time of exit. For example, in a merger, one of the deal structures that has favorable tax consequences for the seller is a structure that involves receiving stock in the acquiring company. Properly structured,...

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How to legally start a business

There are several structures that can be employed to start a business. Who could operate as a sole proprietorship, but then you would be personally liable for the obligations of the business. Most single owner businesses organize as a Subchapter S corporation or as an LLC because both those entities insulate the owner from the obligations of the business. Which form you select will depend on your long-term plans for the business and other factors relating to your personal situation....

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Huge client asking us for an opt out clause in our contract could put us in a vulnerable situation

Unfortunately, this is the sort of question that is almost impossible to answer in the abstract. Any attorney is going to need to dig into the particular facts in order to give you any worthwhile advise, Having said that, if by "opt out clause," you mean that your client wants to be able to pull the plug on its involvement the project, then that right should not come without restrictions. Perhaps require them to make a final decision by a certain date or use an escaliting fee that they are...

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Business ventures

Most of my clients who have opened restaurants have opted to be structured as a coporation or an LLC as opposed to a partnership (a sole proprietorship would not work with joint ownership). The reason for this is corporations and LLC's provide some protection to the owners of the company, from liability for the obligations of the company. In other words, the obligations of the restaurant would not necessarily be obligations of you and your husband personally. Both an LLC and a corporation...

Starting A Business (Atlanta Area)

This will be highly dependent on local ordinances, so I suggest that you find an attorney in Jonesboro who can help you understand what local and/or county ordinances will impact your planned business.

Can I convert my LLC to a corporation, what is the procedure for doing this

You need to proceed carefully in this arena because the way a conversion is structured could lead to a deemed liquidation of the LLC and generate a taxable event. I agree with Kevin, you should work with an tax advisor and/or an attorney with expereince in choice of business entities in determining whether you should continue as an LLC or use a C-coporation or S-corporation. You may also want to consider leaving the LLC in place and having the membership interests aquired by a new C-...

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Why do some contracts print your name in all capital letters

Its merely a matter of personal preference. Legally speaking, it makes no difference.

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CA corporate and LLC laws, liability of taxs for LLC and personal income, sole member LLC tax liability

An LLC is known as a "pass through" entity for tax purposes. This means that there is no separate corporate tax. Instead, it is usually taxed like a partnership.

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Employer with question about "Employment Agreement"

First, let me comment initially that you need to involve a Connecticut attorney (I assume that's where the business is) in connection with your employment contract questions. Nevertheless, I can give you some general answers (which you should not act on without consulting a Connecticut attorney). The language quoted for the term creates what is known as an evergreen contract. Thus, unless you act in the time frame provided, the contract keeps automatically extending itself. To get rid of...

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Leasing space in side of mt business

The answer to your question is going to depend on whether you have an agreement with the sub-tenant and Ohio law. Depending on those factors, you are likely to have several options. You really need to meet with an Ohio attorney.

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