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Jessica Tasse Olmon

Jessica Olmon’s Answers

11 total


  • Best state for small corporation?

    Most business activities will be conducted in Los Angeles county. 10 or fewer employees. Net annual income about 1M USD. May receive payments from sources outside the United States.

    Jessica’s Answer

    If you are planning to build a successful business, you should work with a lawyer to determine which state to form your company and which type of company to form. A good business attorney will take into account legal, tax and growth considerations and should also confer with your CPA before making a final decision. I've seen companies lose tens of thousands of dollars because they didn't work with professionals in making this important decision.

    Big picture, a good attorney will also help you build your company and will cost you a fraction of what he/she can add to the security and growth of your business.

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  • I own a small restaurant in Southern California. If I have my employees sign non disclosure forms will they hold up in court?

    My accountant told me that non disclosure forms will not hold up in court. I own a small mom and pop restaurant and our family recipes are somewhat secret. We would like to make ensure that our employees will not take our recipes and run. Will a n...

    Jessica’s Answer

    Your recipes would be considered trade secrets, and your employees are not allowed to use your trade secrets for any purpose other than your business. The document they need to sign would be a Confidentiality & Non-Disclosure Agreement. This would hold up in court, but the most important part of having this agreement signed is that your employees will know that you are serious about protecting your trade secrets. Work with your business attorney to make sure you have a form that is easy for the employees to understand what they are signing.

    (I think your accountant was referring to a non-competition agreement, which is unenforceable in almost all circumstances.)

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  • Can my law practice operate as a dba of my California sub s corp?

    I operate now as a sole proprietor under my own name.

    Jessica’s Answer

    You can only operate a law practice as a professional corporation (which can be taxed as a C or S corporation), a flexible purpose corporation, a public benefit corporation or a nonprofit corporation. As far as the fictitious business name, you will need to register the corporation with the State Bar if you use a name that is something other than your actual name.

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  • What does my equity amount mean?

    Hello I am joining a start-up without putting money but in exchange for my work I am offered salary and 200,000 equity. I have no clue what that amount means as for equity. Let's say if I want to sell this stock later, what would this mean for me...

    Jessica’s Answer

    Equity is an ownership interest in the company you are working for. 200,000 shares doesn't mean anything until it is compared to the total amount of shares outstanding. If there are only 200,000 shares outstanding, you would own the entire company. If there are 2 million shares outstanding, you would own 10% of the company. I suggest contacting a business attorney to help you negotiate your agreement with the company. They will make sure that you are being properly compensated for your work and that you are protected as an employee and owner of the company.

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  • Subcontractor Agreement and Contracting Agreement?

    I am starting an LLC for office cleaning services. I plan to do all the marketing, sales, customer service, and project management work while subcontracting out all the actual labor to a fully licensed cleaning business. I have a good idea of al...

    Jessica’s Answer

    • Selected as best answer

    You will most likely need an Independent Contractor Agreement between you and your contractors and a Services Agreement between your company and your customers. Here are some of the points that an Independent Contractor Agreement should include: (1) the services your contractors will provide, (2) how and when you are going to pay them, (3) what types of insurance they are required to have, (4) how your liability is limited, (5) that they contractor is a contractor and not an employee (and why), (6) termination and (7) confidentiality/non-circumvention/non-solicitation of your clients. These are the big-picture points that should be included, but a lawyer will draft an agreement to make sure that you are protected as much as possible under these agreements and also that the deal between you and your clients/contracts is clearly defined.

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  • As a former CFO of a start-up, am I responsible for start-up owner's debt? Details below

    From January 2012 to June 2012 I was employed as the CFO of a family member's start-up. Prior to May 1, 2012 the start up was a DBA. The owner had me register it as a corp on May 1, 2012. When I joined, the firm was in a downward spiral, and as ...

    Jessica’s Answer

    As long as you did not sign anything guaranteeing an obligation of the company (either when it was unincorporated or after it was incorporated) or sign anything as an individual (rather than as an officer of the company), you probably do not have personal liability. These are somewhat complex issues related to the content of any documents you signed on behalf of the company and how you signed those documents.

    I would recommend that you speak with an attorney who can review all relevant documents and give you a more certain answer. From there, you would be in a better position to respond to the law firm requesting payment on the debt.

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  • Should I continue to file as an S-Corp or Sole Proprietorship?

    I have a small part - time Private Practice ( mental health ) that brings in about 15K annually in gross income . My expenses are about 13K related to my business . Is it worth paying the extra $ 1100 per year to file as an S - Corp or shou...

    Jessica’s Answer

    As a sole proprietor, you are responsible for the debts and obligations of your business. The benefit of forming an S-corporation (assuming you form and run the company properly) is that you can protect your personal assets from business debts and obligations such as personal injury at your office, employee lawsuits, etc.

    With that being said, commercial liability insurance also protects your business. So the real benefit of the S-corporation is for any liability above and beyond the amount of insurance you have. For example, let's say you have a commercial liability policy for $100,000. If a patient gets hurt in your office and gets a judgment against you for $150,000, your business would be responsible for the additional $50,000. If you are a sole proprietor, the patient could sue you personally to collect the $50,000 from your bank accounts, home equity, etc. If you have a properly formed and operated S-corporation, only the company would be responsible for that $50,000.

    Therefore, the answer to your question boils down to this: what is your commercial liability policy limit and are you willing to personally take on the risk for any potential liability above that amount? If you choose not to take on this risk, you will want to operate your business as an S-corporation.

    If you decide to form an S-corporation, I suggest you contact a business attorney. You will probably need a professional corporation, depending on your credentials, and you will want to confirm that an S-corporation is the proper entity.

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  • Can LLC members names be kept private from public?

    Basically- to start an LLC and keep the members names 100% private from any public view, including internet search engines, business websites...e.t.c

    Jessica’s Answer

    • Selected as best answer

    If you form a manager-managed LLC in California, you do not have to disclose the members' names in the Articles of Organization or the Statement of Information. These are the documents that are publicly filed with the Secretary of State. It is up to you whether you disclose the members' names on any websites or in the course of business.

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  • Can a 50/50 LLC itself buy its Member's 50% interest?

    I am a member of a two-member (50/50% interest) LLC. Another member agreed to sell me her 50% but I do not want personal liability for the promissory note I'd have to give. Can the LLC itself buy that 50% interest from the other member? It seems l...

    Jessica’s Answer

    If you have a California LLC, the LLC can buy an interest from one of the members. First, you should check your operating agreement to confirm that the transfer of a 50% interest in the company does not dissolve the company. Second, check your operating agreement to see if the sale of a member interest is addressed. It is important to follow the process laid out in your operating agreement (and document it in writing), even though it only seems like a formality. If your agreement does not describe the process the sale of a member interest, you will have to agree on the terms with the selling member (whether she will sell to the company itself without a promissory note from you personally, timeframe for payment, etc.) If you have any questions or if you are ready to move forward with the purchase/sale of interest in the LLC, please consider speaking with an attorney so that your interests are protected.

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