Markus May’s Answers

Markus May

Naperville Business Attorney.

Contributor Level 9
  1. I need a consultation on what is the best way to divide business between two partners

    Answered 12 months ago.

    1. Gary Roger Waitzman
    2. Fedor Kozlov
    3. Markus May
    4. Juliet E. Boyd
    5. Frank A. Natoli
    5 lawyer answers

    If this truly is a partnership, as opposed to an LLC or corporation, and you don't have a written partnership agreement, you go to general partnership law to see what it says about dissolving a partnership. If it is an LLC or corporation and assuming no operating agreement or buy sell agreement, you go to the applicable statutes for those entities. Dealing with owner deadlock can be very difficult and stressful. Generally it is best to either (1) sell the business; (2) for one person to buy...

    3 lawyers agreed with this answer

  2. I do have two dental practice in Illinois which are operating under one C corporation. How can I divide them to two corp?

    Answered over 1 year ago.

    1. Markus May
    2. James Di Bella
    3. Michael Charles Doland
    4. Alan James Brinkmeier
    5. John P Corrigan
    5 lawyer answers

    There are probably a number of different ways to accomplish what is desired. However the first thing will be to determine why you want to split into two separate entities. Then, the planning should also be done with the end in mind. For example you state you are operating as a C Corporation. You're probably avoiding double taxation by bonusing all income out at the end of the year which could be a potential issue if ever audited by the IRS. Further, if you are looking at an exit event where you...

    3 lawyers agreed with this answer

  3. Is it possible to draw up a contract to ''lease' a business (brand, assets, client base etc.) from owner to another LLC?

    Answered 7 months ago.

    1. Robert Allen Shipley
    2. Markus May
    3. Stephen Samuel Messutta
    4. Alan James Brinkmeier
    5. Ronald J Cappuccio
    5 lawyer answers

    It probably wouldn't be a "lease", but certainly some kind of agreement can be created to accomplish what is desired. My question is who would enter into such an agreement if they don't get rewarded for their efforts - e.g. if your client can cancel at any time, the person would just be building up your brother's brand. So is this really some kind of employment agreement with this person to just run the company for x% of the profits? Your brother really needs to explain what is trying to be...

    2 lawyers agreed with this answer

    1 person marked this answer as helpful

  4. How to reinstate an association corporation?

    Answered about 1 year ago.

    1. Markus May
    2. Judy A. Goldstein
    3. Jennifer Lynn Mozwecz
    3 lawyer answers

    Generally speaking, just call the Illinois Secretary of State - business services section - find out the full amount due (they will be happy to tell you the amount), and then fill out the form and send in the check. This will generally reinstate a corporation. If this is all that is required, with no legal advice as to related matters, an attorney may not even be necessary.

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    1 person marked this answer as helpful

  5. Can I convert an Arizona LLC to a Delaware Corp, for example?

    Answered 7 months ago.

    1. Markus May
    2. Judy A. Goldstein
    3. Karen Jackson Porter
    4. Robert Allen Shipley
    4 lawyer answers

    Your father knows the law well? Then you should ask him. You definitely shouldn't ask Illinois attorneys to opine on Arizona law. I know Illinois LLCs can convert to Delaware corps as I have done that. Probably can be done by an AZ LLC as well. If the company operates in Illinois, you will still need to register here even though AZ law controls the company internal affairs - so you will need to pay for 2 states' registration fees. You may be more interested in comparing the various state LLC...

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  6. Is it okay to trademark a brand name if there is a current brand whose name may sound somewhat similar to my proposed name?

    Answered 2 months ago.

    1. Markus May
    2. Michael Charles Doland
    3. Andra Marie Vaccaro
    3 lawyer answers

    If there is a likelihood of confusion, you will probably be in violation of the other company's trademark - which comes via common law usage and does not need to be registered. Sounds like you have already laid out a case for them that is pretty good since you would sell similar products. I think I would be confused and that could lead to liability. Suggestion - come up with another name.

    2 lawyers agreed with this answer

  7. How do I change the shareholders for an LLC?

    Answered 6 months ago.

    1. Markus May
    2. Alan James Brinkmeier
    3. Jeff Ray Hawkins
    4. Ronald J Cappuccio
    4 lawyer answers

    The owners of an LLC are called members. They own LLC interests and not shares. It appears you haven't used an attorney to help set up the LLC and don't have an operating agreement. Technically this isn't required and the statutory provisions will control. You should read the LLC Act to make sure you know how to run the company properly. However, most business owners are better at running businesses than they are at interpreting statutes. Further an operating agreement is usually desired...

    2 lawyers agreed with this answer

  8. How does an online business connect to an existing S-Corp??

    Answered 8 months ago.

    1. Elizabeth Abouchar Homsy
    2. Thomas O. Moens
    3. Bruce E. Burdick
    4. Markus May
    5. Maurice N Ross
    5 lawyer answers

    Good points by all the above attorneys. A simple answer if you are using an existing S corporation that doesn't do anything at this time (e.g. a shell) then you can just do a name change or file a dba with the state - subject to all the intellectual property concerns mentioned earlier. If XYZ is an existing working business you should probably sit down with a good business attorney to figure out if you want to separate the two businesses or not and the pros and cons of the various different...

    2 lawyers agreed with this answer

  9. Hello my question is if I want to start up my own printing book business in my garage what do I need to do to make it legal

    Answered 10 months ago.

    1. Judy A. Goldstein
    2. Sarah Elizabeth Buck
    3. Markus May
    3 lawyer answers

    As mentioned by other posters, there is a lot that goes into starting a business. A good resource to start with is the state's guide on starting a business which has lots of links. It can be found at: https://www.illinois.gov/dceo/BizDevelopment/Pages/StepByStepGuide.aspx I suggest looking at the contacts in Section 6 and contacting an SBDC, SCORE or the SBA where you can get some free or low cost help. Ultimately, good legal and accounting advice may be advisable to help you with your...

    2 lawyers agreed with this answer

  10. Does the S-Corp entity have to be registered as DBA as the Dot com business ?

    Answered 10 months ago.

    1. Roman J. Seckel
    2. Markus May
    3. Evan D. Coobs
    4. Stephen Hayes Edwards Jr
    4 lawyer answers

    Others answered #1. As to #2, if you were my client, I would generally advise that you file a dba for the second dot com as well. However, before you get to that you need to consider whether you want to do that business in the same entity or a different entity. I suggest sitting down with a good business attorney to go through those issues as there are lots of implications for the future (e.g. what if one part of the business is to be sold, goes bankrupt, etc).

    2 lawyers agreed with this answer

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