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Justin Michael Copeland

Justin Copeland’s Answers

8 total

  • Copyright Issues for a How-To Book on Communication (Steps to consider, etc) now another claims I copied his ideas and book.

    I wrote a book dealing with the issue of interpersonal communication. I received correspondence that another authors claims my book was just a modified version of his and he wants compensation. Although I had never read this book, I did--after ge...

    Justin’s Answer

    I know it's not what you want to hear, but you will need to hire an IP lawyer with copyright infringement defense experience to help you evaluate the situation. Your work will need to be compared to the complaining author's work, along with a review of the demand letter you received. Your situation is very fact specific and will need to be reviewed in an effort to find a valid defense to the infringement claim (fair use, invalid claim, etc.).

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  • What are my rights as a 33% stockholder of an s-corporation

    I have been a minority stockholder in an s-corporation for the past 10 years. I own 33% of the shares with the majority stockholder owning 66%. During these ten years, I have had no involvement in any of the company's interests. I would like to ap...

    Justin’s Answer

    Many of your rights as a shareholder will be governed by the various corporate governance documents of the company. If you do not already have them, you should start out by obtaining copies of the Articles of Incorporation, Bylaws, and Shareholders Agreements. These documents may help spell out some of your rights, so read them over. If you have questions about your rights contained in these documents you should take them to get reviewed by a local business lawyer.

    Once you obtain the corporate governance documents and familiarize yourself with them you should start by having a friendly conversation with the majority owner and express your desire to get more involved. If this does not go well, you might explore further legal options that depend upon your shareholder rights as laid out in the documents.

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  • How do I form a 2 member LLC in TX when one of the members will be a foreign Corporation?

    I'd like to form a 2-member LLC in the state of TX that will be providing IT consulting services and reselling software. The members will be: * “UPI”: Domestic (TX) Corporation (Subchapter S) with a single shareholder * “PSS”: Foreign ...

    Justin’s Answer

    1. To form an LLC you will need to file the Certificate of Formation for a Limited Liability Company paperwork with the Secretary of State. The LLC forms located on the Secretary of State website were drafted with simpler formations than yours in mind. When forming a company like yours with issues outside of the norm, you should really contact a local business attorney to assist you in drafting the Certificate of Formation and the Operating Agreement.

    2. & 3. The profits and losses of a Texas limited liability company are allocated to each member based on the formula set forth in the operating agreement for that particular LLC. In the absence of an operating agreement, the default law states that distributions shall be based on the relative value of the contributions made by each member to the LLC.

    While it is permissible to alter the default rule by having a different formula in the Operating Agreement, it is important to check with your accountant and/or tax attorney because there may be some limitations under Federal tax laws when it comes to altering standard methods of profit and loss distributions. Additionally, LLCs can elect to be taxed in a few different ways, further complicating the issue.

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  • Who could draw up paperwork to convert a single legal description w/homestead into two condos w/2 legal descriptions?

    I purchased as lot w/home the moved that home to rear of lot...a moved a 2nd home to the front of lot which is my homestead. I now owe roughly $160K on a $400K property and seeking to refi w/some cash out. I now learn that if I have a "rental" ...

    Justin’s Answer

    This is something I can help you with; however, I need additional information about your project. The process is fairly complex and can take approximately a month from start to finish depending on the specifics of the project. You will need to research zoning restrictions, obtain a condo certified survey, and address a myriad of other issues.

    If you would like to setup a free consultation please call 512-850-4529 or email jcopeland@jcopelandlaw.com.

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  • What is the first step of starting an online business?

    I have a website that I started with two friends and it gets pretty good traffic. We live in three different states- TX, PA, & MD. We haven't made any money but we're considering taking on advertisers. How should we move forward? Should we become ...

    Justin’s Answer

    When starting a business there are many different factors to consider when choosing an entity type. Factors include: tax consequences, owner liability issues, management issues, ability to raise capital, transfer of ownership, and many others. To make things even more complicated, each state has different corporate and tax laws.

    When I sit down to meet with a new client starting a business, I like to find out as much as I can about the current business partners, their goals, and the business they are starting. From these answers we can work through the various factors listed above and decide on the appropriate entity type. But don't worry too much about it, you can always convert entity types at a later date, but it will cost you additional filing and legal fees.

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  • What is the first step of starting an online business?

    I have a website that I started with two friends and it gets pretty good traffic. We live in three different states- TX, PA, & MD. We haven't made any money but we're considering taking on advertisers. How should we move forward? Should we become ...

    Justin’s Answer

    When starting a business there are many different factors to consider when choosing an entity type. Factors include: tax consequences, owner liability issues, management issues, ability to raise capital, transfer of ownership, and many others. To make things even more complicated, each state has different corporate and tax laws.

    When I sit down to meet with a new client starting a business, I like to find out as much as I can about the current business partners, their goals, and the business they are starting. From these answers we can work through the various factors listed above and decide on the appropriate entity type. But don't worry too much about it, you can always convert entity types at a later date, but it will cost you additional filing and legal fees.

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  • Business Lease in Texas a burden, how do I get out?

    I own a sole member LLC in Texas. I did not sign a personal guarantee on the 3 year lease. I have been in the unit for 6 months, and I can't continue to pay rent. What is the best way to break the lease? I have exhausted literally all of my savin...

    Justin’s Answer

    When attempting to terminate a commercial lease you have a few options including negotiating an early termination with the landlord, arranging for a sublease, abandonment, or a termination for cause / landlord default. Each option has pros and cons that need to weighed in light of your present circumstances and your future plans.

    Outright abandonment of the lease can result in a breach of contract action against you with damages resulting in the value of the balance of the lease, plus attorney's fees, court costs, and any other related expenses. Whether the landlord would ever be able to collect on a judgment against the LLC is another story and depends on more facts than are available in your question above.

    You should immediately contact an attorney in your area to setup a consultation and have your lease and business reviewed. You have many legal issues (commercial lease termination, potential business bankruptcy, LLC wind down, etc.) that are interrelated. Helping you make an informed decision requires more information and input and is beyond the scope of this reply.

    If you would like to speak further, please call my office at 512-782-4402 or visit us online at www.jcopelandlaw.com.

    Nothing contained herein should be considered legal advice and is merely my opinion on the question asked. For legal advice please hire an attorney.

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  • TX real estate law, property code 92.0561

    We contacted the office at our complex regarding a dead animal in the wall, making us sick to our stomachs. We physically went in and wrote two notices. It has been three weeks. Can we terminate our lease under Property Code 92.056? (this is the l...

    Justin’s Answer

    To fully and accurately answer your question I would need more facts and would need to see a copy of your lease, but potentially you could terminate your lease so long as the dead animal in the wall is a "condition that materially affects the physical health ... of an ordinary tenant" and that this condition was not caused by you or your guests. A call to the local health inspector may get you a report in your favor, so would an opinion from a doctor stating that your ailments are caused by decaying animal parts inside of your wall. Has the landlord contacted you at all regarding this incident? Have they responded in any form to your two written notices? If they have not, you may be entitled to terminate the lease under 92.056(e)(1), but if I were you I would not do so until contacting an attorney and having everything thoroughly reviewed for your individual case.

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