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Jeff Hoang Pham

Jeff Pham’s Answers

124 total


  • I am planning to open an LLC (treat as S-corp) for my software consulting business.

    I am planning to open an LLC (treat as S-corp) for my software consulting business. This business is mainly about hiring people, and recruit them to work for other companies. Is this ok or an llc s-corp cannot run consulting business? ...

    Jeff’s Answer

    Either an LLC or S-corporation should suffice for the operation of your consulting business. Both can be well-suited to protect your personal assets from the company's liabilities, and the choice of entity form will come down to your particular goals and circumstances.

    I encourage you to consult with an attorney in your area to ensure that, whichever entity form you choose, it is set up properly so as to provide maximum protection.

    Best of luck.

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  • Is there an exception to paying amount on Contract for reserved room if had to cancel event.

    Reserved room at hotel for wedding next month. reserved it 3 weeks ago. Fiance called off wedding. Hotel wants me to pay 75% per contract including service charge and tax. Is this not a Force Majure as it is beyond my control or are their exce...

    Jeff’s Answer

    Sorry about your situation.

    You're generally bound to the terms of the contracts that you sign. If the agreement allows the hotel to charge these fees per its termination provisions, then I'm afraid you'll be obligated to pay. And force majeure clauses would not generally apply in a situation like this.

    There may be other language in the agreement that you could leverage to cancel the contract without penalty, but a full review would be needed to properly assess your options.

    Best of luck.

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  • Can I be sued if I walk away from a LLC ?

    I am a CA resident and was a partner in a NV LLC. LLC developed and sells software product. I resigned from the LLC and took nothing. No compensation, gave my shares back to the other owner. Owner is now threatening to sue me if I start up ano...

    Jeff’s Answer

    You haven't quite provided enough facts to evaluate your situation.

    You indicated that the LLC did not have an operating agreement, but did you sign any other agreements with the LLC? Perhaps an employment agreement, or another contract containing a noncompete provision? If not, then it doesn't appear that your former partner/the LLC would have any basis upon which to prevent you from starting up another company (as long as you don't misappropriate the LLC's trade secrets in doing so).

    Even assuming that you did sign an agreement with a noncompete clause, these provisions are generally unenforceable in California (subject to certain exceptions, one of which applies in the context of the sale of one's interest in the company). But it isn't clear that California law applies here, since this was a Nevada LLC. Nevada is a bit friendlier than California with respect to enforcing noncompete provisions.

    Given the situation, I would advise you to consult with an attorney in your area for additional guidance. Best of luck to you.

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  • Need advice on the best business structure to manage a small community airport.

    I am an experienced business manager and pilot submitting a proposal to lease and manage a very small city-owned airport (gross revenues under $100K/year). Is an LLC the best business structure to limit liability for a one-person part-time busine...

    Jeff’s Answer

    I agree with my colleagues. For limiting personal liability, either an LLC or corporation should suffice (assuming of course that they are properly organized/incorporated and managed). But there are also tax consequences to consider, so you should seek guidance from your tax advisor to determine which entity type makes the most sense given your unique circumstances.

    Once you've decided on an entity type, consult with an attorney in your area to form the entity and get your business started on a strong legal foundation.

    Best of luck to you.

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  • Can I have an S corporation take out debt at the entity level, or do I take it out as a SH and give a loan to the S corp?

    I have a small S corp, 5 shareholders, and we are looking to raise some cash through debt. Is there any way to do this at the entity level, or would we have to personally back a loan at the personal level and then give a loan to the S corp. Also, ...

    Jeff’s Answer

    Yes, a corporation can certainly take on a loan at the entity level (thus sparing the shareholders from personal exposure on the note). This is not at all uncommon.

    However, unless the loan is secured by the corporation's assets, lenders will frequently require the shareholders to personally guarantee the obligation. This is especially true where the corporation is relatively unestablished and/or has not yet developed a strong credit history of its own.

    Best of luck.

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  • How much fee do I send for LLC-12 (Statement of Information)? Can I pay without a check?

    Hi there, For California - I need to file LLC-12 (Statement of Information). How much fee should I attach? Can I pay without a check? Thanks.

    Jeff’s Answer

    • Selected as best answer

    The filing fee for an LLC-12 is $20. Though corporations can file their statements of information online through the CA Secretary of State's website and pay the fee by credit card, LLCs unfortunately cannot file online. You'll therefore have to mail the completed statement of information to the Secretary of State along with a check, money order, or cashier's check.

    Please see page 2 of the following link for LLC-12 instructions: http://www.sos.ca.gov/business/llc/forms/llc-12.pdf

    Good luck to you.

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  • Who can sign as incorporator on California form ARTS-GS?

    We are forming a California general stock corporation and are filling out the ARTS-GS. The name of the corporation is reserved to my brother. He will be 100% owner of the corporation. Can I sign the ARTS-GS as the incorporator, or does he have to ...

    Jeff’s Answer

    Ordinarily it wouldn't matter too much who signs as incorporator, as that person needs not be an intended shareholder, officer, director, etc. (though if using the ARTS-GS form, it should be someone who you trust enough to resign as incorporator and appoint the initial directors, or else there could be issues).

    But in this instance, since your brother reserved the corporate name, he should be the one to sign as incorporator. Delays are almost certain if name of the person who reserved the corporate name and that of the incorporator do not match.

    Best of luck.

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  • My friend owes me money & he gave me his passport to hold on to until he paid me. now he is threatening 2call police what do i d

    he owes me about 200 and is threatening me what can i do

    Jeff’s Answer

    There aren't really enough facts here to answer your question. You loaned money to your friend and are holding his passport as collateral. What exactly is claiming that you've done wrong, where he would call the police? Is he claiming that you stole his passport?

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  • Completing a DBA first before dissolving an LLC?

    Hi, I currently have a business, MY IT HELPER (in California), which is registered as an LLC. I want to dissolve that LLC, but register as a DBA instead for my company. It won't be under the LLC. We're not closing our business, we just want to ...

    Jeff’s Answer

    Yes, you can certainly apply for the DBA prior to dissolving your LLC.

    With respect to your follow-up question: I firmly believe that a properly organized and managed LLC is a very effective mechanism for limiting the personal liability of its owners. An LLC, properly set up, will protect its members from personal liability for the LLC's debts. For example, if the LLC is sued and cannot pay the judgment, each member's liability is limited to the amount of their investment in the LLC. The creditor could not satisfy its judgment by attaching the personal assets of the LLC's members. Contrast this with a sole proprietorship, where there is no distinction between the business and yourself. If the business incurs debts it cannot pay, you as the owner are directly on the hook.

    I agree that insurance is also a great way to limit one's liability, but insurance has its own flaws (deductibles, coverage exclusions, etc.). It's really a false dilemma though: you don't need to choose between having an LLC or having a good insurance policy. The best way to cover yourself is to have both.

    Best of luck.

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  • My mom currently lives in senior retirement community. She lives in studio apt.and has been living there for 1year independently

    We now feels she needs to live in assisted living. The place she is in now offer assisted living but we do not feel the level of care there is good we want to move her to a assisted facility that we feel is better for her. The place she is in ha...

    Jeff’s Answer

    You're generally bound to the terms of the contracts that you sign (absent fraud, duress, incapacity, and other limited circumstances).

    If the agreement requires the tenant to give a specific amount of advance notice in order to terminate the lease, then the tenant must provide such notice accordingly. Thus, based only on the facts that you've given, it unfortunately looks like the landlord is within its rights to enforce the 60 day notice provision on you.

    This answer is based only on the facts you've provided; you may want to consult with an attorney in your area for a more comprehensive analysis of the lease. Best of luck.

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