David M. Walker's Answers

Can a LLC have two Managing Partners under GA state LLC laws

Yes, however the rights and obligations of each Managing Partner should be described in an Operating Agreement.

What Laws are Needed to Buy Offshore Business Assets?

When doing any international deal it is important to retain legal counsel in each of the respective countries to truly protect your interest in the deal. So I would advise engaging Chinese legal counsel as well as US legal counsel. With respect to the transaction itself, any asset deal needs to have specific terms and conditions that are contingent upon certain conditions. To make this transition smoother, I would suggest a letter of intent or term sheet that highlights some of the critical...

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What should I be looking for when we draw up papers or what things should I be thinking about that I want out of the contract?

When you are investing in a business, you need to consider whether you can bringing added customers or markets to the business or are you relying on the seller to maintain the business and its current customer base. If you have customers or a market that will add to the business, then you should focus more on the infrastruacture (or assets of the business), like whether the assets are owned outright and whether the employees are going to stay. In this scenario, you tend to care less about the...

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What are the procedures for setting up a LLC under CA business laws

I always recommend to my clients to hold each of their businesses and properties in an LLC. Each business/property should have its own LLC ,and you personally should have an LLC holding company that holds the interest in each of the LLCs. I usually recommend an LLC instead of a corporation, because an LLC has less corporate formality than a corporation, which require shareholder meetings, director meetings, and other corporate governance to maintain its protections. An LLC on the other hand...

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Business Contract

In your contract for commission, there should be a clause by which you can request an audit. There is usually a paragraph or two in which you have the right to inspect the books of the company or at least have the right to an accounting of the records. I would use this paragraph to enforce your rights. If your contract does not have any language about an audit or accounting, then I would contact a local attorney to enforce the terms and provisions of your commission agreement.

I am a single member LLC that has not filed personal income taxes for over 4 year what are possible consequences with IRS

To find out if your EIN is still active, you can call or write the IRS. They will tell you the status of the EIN. Depending on the tax treatment of your LLC, your LLC's taxes and personal taxes are seperate isssues.

What are the tax liabilities for a South Carolina LLC that does business in New York state as a foreign LLC

If the full time work you do is for an employee for another company, then no that income will not be taxed under your LLC. As an employee, you will receive a W-2 at the end of the year, which goes on your personal income tax, not your business. If, on the other hand, your full time work hires you as an independent contractor and they issue you a 1099 instead of a W-2, then it will be included as income to your LLC. So the sole question is whether your full time is as an employee or as an...

Can I sue the seller of a small business for fraud, he inflated the revenue figures to increase selling price

This issue will fall squarely on the language of your asset purchase or stock purchase agreement. The seller should have had a section that may have been titled "representations and warranties" and in that section the seller would have made certain representations as to the financial statements of the company. If the seller has represented that the business made a certain amount of revenue per year while they owned the business, then you would have a claim if in fact that the business did not...

Can I operate a small business out of my home in north hampton county, PA

This is a question for your local govermental authority (city and/or county), but usually its ok to have a home office in which you have a desk and work from home. The issue you have is that as a massage therapist, you will likely have a business operation at your home, which is much different than an office. A business operation in which the public comes in and out of your house, can create issues with zoning laws and your neighbors. You might also look at your homeowner's insurance coverage...