Lev Konstantyn Martyniuk's Answers

What entitlement does a 49% member suing the 51% member for LLC assets have when the 49% member made no capital contributions?

I am not your attorney. The information I am providing is merely educational in nature. You need to speak to a lawyer in your state about whether an LLC Member has a right to withdraw under your state's LLC statute. Many states permit this but then hold the departing member liable for damages to the LLC resulting from the disassociation. Also, some require substantial notice or prohibit it. The 49% Member could sue for judicial dissolution if he or she can prove that it is not...

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Can I use a well-known logo (Disney) on a self-designed T-shirt for personal use by members of my family on a family vacation?

Copying is copying under the Copyright Act unless it is excused by the "Fair Use" exemption. While this may very well fall into the Fair Use exemption of the Copyright Act that is only a DEFENSE to copyright infringement. That means that once you get into trouble you'll have to raise that defense. You will also have a problem with the company that will reproduce the logo on the T shirt. They'll have you sign an Indemnity if they get sued. Also, you may have a problem when you go to...

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How to start a non- profit organization

I am not your attorney and the information I am providing is educational only. You need to speak to a lawyer in your community about this matter. Go see a lawyer first. Or wing it and file articles of incorporation for your non-profit with the Ohio Secretary of State. Then you'll need a Tax ID no. to open bank accounts (IRS Form SS-4). Next you'll have to decide if you want to be a real non-profit (and whether you can qualify to be one for Tax purposes). If so, you'll need to file lots...

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Do series LLC's provide adequate liability protection?

I am not admitted to practice in your state. The following is provided for information only and is not provided as legal advice in your specific situation. Short answer: pretty safe if you only do business in either (1) the state of organization of your series LLC or (b) another state that has a series LLC statute. If outsdie of those parameters it is uncertain whether creditors/courts/bankruptcy judges in another state (like mine, Ohio) will recognize the series protection or collapse...

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Do I need to register company in all states?

No. Just incorporate it in PA. If you start to do business in each state AND you have a physicial presence (an office, factory, warehouse, etc.) in that state then you would want to register as a foreign corp in that other state. Disclaimer. I am not your lawyer. The information provided is merely for educational use. Contact a lawyer in your state.

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Can someone garnish assets from an LLC for a personal debt that has nothing to do with the LLC

If the debt is a true personal debt of a member owner of the LLC the creditor would only be able to get a charging order. This order requires the LLC to pay over all profit and capital distributions owed to the LLC member directly to the creditor. A garnishment works only as against wages. The creditor has no right to pursue a judgment against the LLC member by seizing assets of the LLC. BUT if the LLC is only owned by the person against whom the judgment was granted the creditor may...

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Are there limits on the use of prospective customer’s company logos in marketing products to them?

Your question is an excellent one. I haven't dealt with this directly before in my IP practice. For copyright purposes the law does not distinguish between types of copying. It only creates legal excuses to liability. I suppose one answer would be that under copyright law your copying of the logo (which can be copyrighted) falls within the "fair use" defense to infreingement. If the logos are trademarked you should be on better ground as you are not "passing off" the goods as your own....

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A trademark i want to use for tshirt printing was abandoned in 1994 per trademark office. Is there a way to purchase old mark?

You can file your own Trademark Application. If the mark has been abandoned for good you would not need to purchase it from anybody as it would have passed into the public domain for anyone to grab. If the prior owner failed to prosecute the Application or allowed the trademark registration to become abandoned, you would still not need the owner's permission. It's yours to take but that prior owner would have the right to use the mark in its current geographic and product state(s). Cost...

What is best way to start a small business, an LLC, LLP, LLcorp?

Mr. Hasson is right. There are lots of variables to consider. But generally for most people in most states operating in a non-regulated industry (no professional liceses required) and not owning real estate the best option is an LLC with an S corp election. If it's with a spouse and you absolutely do not want to incorporate or organize a business (that is, you want to be a sole proprietorship) you can elect to be treated as a qualifed joint venture. I wouldn't suggest it unless you have a...

Is it possible to create an LLC and sell your house to the LLC as is without worring about passing an inspection?

You can assign the real property + house to the LLC which you would first need to set up. As long as you own the LLC and house there shouldn't be any transfer tax to convey the property. You will have to file a deed + change the tax id on the property. It won't get you out of your obligations to pass an inspection. You can't rent property that's not habitable. And if the property has been cited for ordinance violations the action will continue against the property and not its owner....