Skip to main content
Michael Bernard Rover

Michael Rover’s Answers

46 total

  • Open new business in California with registered company from Florida

    My companies base location is in Florida (FL). I have some retail gift stores in some biggest malls in Miami. So, I have opportunity to open new shop in Los Angeles CA. I have no idea about all regulations, registrations, laws etc. Do I have regis...

    Michael’s Answer

    You can use your Florida LLC, but it must qualify with the California Secretary of State's office and designatate a California-based Agent for Service of Process (like a registered agent). You will also need to file with the California Franchise Tax Board and--since you will be collecting sales tax--with the California Board of Equalization. All of this is pretty straight forward stuff. Good luck.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • I opened another business inside a gym business I opened with a partner.

    I opend a gym business 7 years ago with 3 partners.1 of then have 40 percent of the business and the other 2 have 5 percent of the business each.I recenlty opened another business a juice bar inside the gym business we opened 7 years ago.My partne...

    Michael’s Answer

    Right now while everyone is friendly, a verbal agreement is fine. But, because everything is friendly, this is the best time to reach a WRITTEN agreement about what is and is not part of the partnership business. Once disagreements start, no one can agree on anything and no one remembers the termsof the vebal agreement. You are setting yourself up for a breach of fiduciary duty and usurpation of partnership opportunity claim. Avoid future headaches by entering into a written agreement with your partners.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • What can a small business owner do to collect money lost in a conflict of interest case?

    An employee of mine was doing side jobs while working his 40 hr. week for me, and I found out he was trying to start his own business doing the same trade as he did for me. He bid a job that I had already bid (for a builder I had done all previou...

    Michael’s Answer

    There is little you can do for your former employee's failure to work during the hours he was employed by you. However, you may be able to pursue the business tort of Interference with Buisness Relationship. Remeber though, that proving damages much be sufficiently certain to identify money that you would have otherwise earned "but for" his interference. If you give my office a call, I'd be happy to discuss this with you since we're both in Palm Desert.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • Can I register a restaurant as a business even though I make the food from home and deliver it?

    Do I need a specific license or certification to do this?

    Michael’s Answer

    If you are "selling food," you probably are required to obtain food handling permits and comply with County Department of Health requirements. You may want to anonymously contact your County's health department and ask a few questions.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • Can I have a for profit and non profit business with the same name?

    Started a business as sole proprietor. I want to use the same name for both or swtich all to the non profit status. Can I do this?

    Michael’s Answer

    While you may be able to have the two businesses with the same name, it is an extremely poor idea and a big red flag to the taxing authorities. The ability to convert payments to the for-profit business into tax exempt donations to the non-profit is too big a risk to go unchecked. You'll be asking a for a detailed audit. I had a client that did this and it was not well received. At the same time, your reason for doing this may be valid, but it will be assumed to be calculated to lead to fraud on the taxing authorities and contributors.

    See question 
  • If my partner and I split our business, can he claim more than 50% if he had the name before?

    My partner and I are starting a custom shirt business (example name: ABC). 2 years before, he had his own site called "ABC Designs" but it just features his work of illustrations. I suggested we get together in business to sell his illustrations o...

    Michael’s Answer

    If you solidify these issues in a written partnership agreement prior to starting, your rights will be protected by whatever the agreement states. However, I would encourage you to consider other entitiy forms such as a corporation of LLC--better structure, better protection from company liabilities, and clarification of who has authority to do what. And it will clarify who owns what tangible and intangible property. Stay away from online legal resources for entity formation. Most of the decision making process is deciding what type of entity to be. Consult a good business attorney. There are plenty in the Loang Beach area.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • LLC or Corporation for many different businesses? We'd like to have it all under one entity if possible.

    My husband and I would like to form a business entity. We live in California. I have a green card, and he has an EAD. We have an IT consulting business, and a vacation rental business. Originally we thought of just doing an LLC for the consult...

    Michael’s Answer

    What you are proposing is legal, but may not be practical. For example, i assume you have errors and ommisions insurance for the IT consulting business. You E&O insurance carrier may balk at the idea of having a completely unrelated business, such as a vacation rental business, operate under the same corporation. That's just one example that may become a problem. I recommend you consult with a gray-haired business attorney before taking any further steps.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • A business partner changed pass codes and was steeling money from a company account, (about 60K) what to do?

    the person was transfering money to outside accounts that required two signitures and was frorging the second authorization henece implmenting me in the crime

    Michael’s Answer

    I would move immediately with legal action for breach of fiduciary duty, accounting, etc. If you know about $60,000, you're probably out substantially more than that. Stop what you're doing and get a strong lawyer on board immediately. Be sure the attorney has handled contested business dissolution previously. BTW, ask the attorney about the bank's potential liability for processing the checks. Also, put the bank on notice that your partner has been forging your signature to avoid further damage. Enough reading, call your lawyer now!

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • Do I need to register another business name for my retail shop if it's different from my start up company name (LLC)?

    I am going to start a little cafe which will be named differently from my registered company name (in LLC). Do I need to file cafe business name with secretary of state, while filing business name?

    Michael’s Answer

    You can form another entity,operate the cafe as a sole proprietorship (not recommended), or file a fictitious business name statement (DBA) under the LLC identifying the cafe name e.g. "ABC, LLC dba Mary's Cafe."

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question 
  • Can I name my business XXXX inc. without filing the articles?

    Dear sir or madam, I am setting up a business, a DBA in California. I want to name it as XXXX inc. Do I have to file the articles of incorporation with the state? If I don’t, I cannot have the word “Inc.” in my business or entity’s name, right...

    Michael’s Answer

    Under the California Corporations Code, only a corporation can have the words "Inc.," "Incorporated," "Ltd.," or "Corporation" in its name. Likewise, only a limited liability company can have "LLC" or "Limited Liability Company" in its name. however, a corporation's name is not required to contain those terms whereas an LLC's name must contain the term.

    Attention: This response is based upon general legal theories and may or may not specifically address issues that affect your individual legal matter or situation. It should not be relied upon outside of the jurisdiction(s) in which the attorney is licensed to practice as each state has different laws. Each situation is fact specific and requires comprehensive legal evaluation following a thorough consultation and review of all the facts and evidence available. This response does not create an attorney-client relationship between the asking and answering parties.

    See question