Skip to main content
Gahram Kang

Gahram Kang’s Answers

48 total

  • Purchase Agreement on an Existing Business

    I'm considering buying a clothing alterations business. Current owner has not reported sales taxes and I plan to report sales taxes. Not knowing how much back taxes she owes, should I still proceed with the purchase? Is there a way to structure t...

    Gahram’s Answer

    Your questions reflect that you understand the risks you are getting into; and the simple answer is yes, there are safeguards you can put in place to ensure that you are not liable for the past debts of the business, but the best way would be to structure this as an asset purchase, as you suggested. You should not purchase the stock/ ownership of a business if you already know that there are back taxes (of any kind) that weren't paid properly. I believe that sales tax is a state issue, so it wouldn't be the IRS you would be dealing with, but the state agency in Tennessee that collects sales taxes .

    You should also definitely spell out in the purchase agreement with the current owner what you just said: that any back taxes she owes and liabilities that the business has incurred as a result of her actions in the past (prior to the closing of this sale/ purchase transaction) will be her responsibility, not yours. You should hire a business attorney to represent you in this transaction, so that they can assist you with the due diligence aspect of finding out exactly how large the sales tax liabilities are, and any other potential red flags in this business, as well as drafting the purchase agreement in such a way that protects you.

    See question 
  • What type of lawyer do I hire for issues with Bank of America?

    I'm trying to get me credit cleaned. It was tarnished based on a home modification program that I participated in. They cleaned up half and left the other half on the report. The modification is still pending and has not been completed. I would li...

    Gahram’s Answer

    It sounds like a bankruptcy attorney, or those specializing in debtor/ creditor issues would be your best choice. They would know how to clean up your credit, and help you to update the report to reflect the latest activity. It's not necessarily dependent on dealing with Bank of America - the answer would be the same if it were any other bank. Your main goal is to clean up your credit and to get the bank (who was the creditor) to update the information in your credit report.

    See question 
  • How do i get my money from ex business partner

    my ex partner and i bought lawn equipment together for our business. he is in possession of all of the equipment.

    Gahram’s Answer

    In addition to what my colleagues raised, I would ask yourself questions like: whose names are on the title of ownership for the lawn equipment? If there is some kind of partnership agreement in place, and the partnership owns the equipment (on the title), then you still have some rights of ownership. Is the business still operating? Is he still using the equipment to operate the business? Is the business still in both of your names?

    It sounds like you are trying to get out, and force your partner to buy you out, for your half of the investment into the lawn equipment. Depending on if there is a partnership agreement that spells out what happens in cases like this, you should consult with a local business attorney to determine what your goals are and what your next steps should be.

    See question 
  • Can I legally be compinsated for a business I invested 50 plus hours a week in with the promise of being compinsated later?

    While living with my boyfriend, I invested 50 plus hours a week in building a business for a future together, I was not on any of the legal documents but he ordered business cards with my name on them that state I am owner.. It is a consrtruction ...

    Gahram’s Answer

    Yes, you have a chance. It depends on the labor and employment laws in Oklahoma. As my colleague stated above, if you have a record of the time you spent, you may be able to file a claim for unpaid wages at the Department of Labor/ Labor Commissioner.

    I'm not sure how it works in Oklahoma, but in California, if you approach your local office in the county where you live, the state's Department of Labor will file and pursue your unpaid wages claim at no cost to you. It's worth it to look into how to go about doing so, and you would have to have some idea of what your time is worth - in other words, what would be a fair hourly wage for the 50 hours you spent each week.

    You should consult with a plaintiff-side employment lawyer to provide concrete answers. Hope this is helpful.

    See question 
  • Will i go to jail?

    I got a title loan on my car in South Carolina. My car broke down and was broken down for a while and my boyfriend at the time scapped the vehicle when I wasn't home one day without my consent. (I know you are not supposed to be able to do this wi...

    Gahram’s Answer

    I agree with my colleague. I am not familiar with the term "scapped the vehicle", so I don't know what you mean.

    However, you cannot go to jail for not making a car payment. It will negatively impact your credit rating, and depending on how long you are unable to make payments, the car may eventually get repossessed or you could get sued by the lender, but as my colleague stated, you won't be penalized criminally for this situation.

    See question 
  • California Corp Question

    Can a President/Director (there are 2 directors, one stockholder. Each has an equal 1/3 share in the company stock) in a small privatly held family California Corp also be the Secretary? Could the other director be nominated Secretary and the Pres...

    Gahram’s Answer

    As my colleague stated above, the same person can hold two different offices: President and Secretary. Typically, the Secretary signs the meeting minutes for annual and special meetings, so I'm not sure why assistant Secretary would be needed.

    Since the Treasurer is an elected officer (who is elected by the Board of Directors each year), the Board would vote on that position. It doesn't matter who is a stockholder, b/c the directors participating on the Board are elected by the stockholders. To make it less confusing: shareholders appoint directors for the Board, then the Board elects the officers (such as Treasurer), who may not be directors or shareholders, like you said.

    If "one director is in a divorce proceeding with the other", it sounds like you are asking if the majority of the Board (2 director votes) can remove a director/shareholder/officer? I believe the answer is generally yes, but your question is confusing, so I would recommend that you obtain specific legal advice from a local corporate lawyer to address your specific situation.

    See question 
  • I would like to incorporate myself to take contract work in the investment banking industry

    I have worked for Societe Generale for 14 years before I was laid off. I have received several job offers for contractual work and I have very little understanding on what is needed to incorporate myself to take the contract. Please shed some in...

    Gahram’s Answer

    It sounds like they are proposing that you serve as a consultant, which could be on an independent contractor basis, where you are paid a consulting fee (as opposed to a salary), and then you are responsible for paying your own income taxes. You don't need to be incorporated in order to work on a "contract" basis, b/c this simply means that you are not working as a full-time employee, but as a contractor. I hope that makes sense.

    One concern is that the financial services and banking industries are very heavily regulated, so I would assume that investment banking has some strict rules and regulations as well. You will want to look into those before proceeding to work as an outside consultant.

    Unfortunately, I am not licensed in New York, so I cannot answer your question on how to incorporate yourself in New York, and how much it will cost.

    See question 
  • Do I need to change my business name?

    I live in Illinois, and have recently started a photography business. I recieved a call today froma man in California who owns a glass design business, both have the same name, mine with photography behind it, and his with desgin behind it. I have...

    Gahram’s Answer

    I completely agree with my colleagues. One thing to consider is whether there would be a "likelihood of confusion" from the public. Since you are using the name/ word with "photography" behind it, and he is using that word/ name with "design" after it, and you are doing business in two different states, I don't see how the public could confuse your two companies, since you are providing completely different services. But please defer to my first colleague above, since he has the resources to assist you with your analysis of this trade name issue.

    See question 
  • How to set up a language school in California for foreign students?

    Dear professionals, I want to invest and set up a language school in California for foreign students, which means I can issue I-20 for them. My questions are: 1. What is the general procedure or requirements? 2. Do I need to set up a cor...

    Gahram’s Answer

    I agree with my colleagues that you will first and foremost need to consult with a business formations attorney in order to adequately answer your questions. The answers to your questions will depend on many factors, and simply put, yes, I would recommend that you set up a corporation, or some type of limited liability entity for your language school prior to registering with any state or government agency. However, you should look into whether your language school business can be an LLC as opposed to a corporation. A consultation meeting with an experienced business formations attorney should be able to answer these questions for you, and that person will be able to ask you the right questions to help guide you to the most accurate conclusion for your new business.

    Some of the issues that your business attorney can address are which state agencies will regulate your new business, and determining whether this language school would be considered a learning institute, an after-school program, or some other type of educational institution that is governed by a special set of rules and regulations.

    Since starting a new business is a very exciting and significant endeavor, which will take a lot of time, money and effort, I would strongly recommend that you start off correctly, by taking the time to consult with a business attorney who can assist you from the beginning AND throughout the process of establishing your new language school. You do not want to skip this step in order to save costs, because it will cost you much more in time, expenses & emotional energy to have to redo something if it is not set up correctly from the beginning.

    See question 
  • Trademark Attorney Questions

    I would like to ask the lawyers on this forum, that what is the guarantee that once an intellectual/trademark attorney gives the green light to a trademark, it's not opposed or thrown back by the court? Also is there an industry standard fee per ...

    Gahram’s Answer

    I don't know what you mean by "gives the green light to a trademark". Once you have a name/idea/ logo that you have been using to describe a service or product that you offer, or maybe it's even your company name, you should definitely take steps to register that trademark with the U.S. Patent & Trademark Office (USPTO) in order to obtain maximum protection. The USPTO has staff attorneys of their own to analyze each application, to compare it with those marks that have been registered, in their review process to determine whether they should award you with a registered trademark. As my colleague stated earlier, there is no guarantee that the attorney you hire will know how the USPTO will respond to your application.

    However, there are probably millions of marks out there that are being used, which have not been registered with the USPTO, so a simple Google search should be able to reveal if your mark has any competition that you should be concerned with, prior to applying for registration.

    As my colleague has stated, the "counseling fee" for attorneys in any field in any state will vary by attorney. Please consult with someone in your locale who is an expert in this area, so that you can ensure that your intellectual property (IP) is properly protected. Sometimes that trademark/ IP is your company's most valuable asset (brand recognition/ reputation).

    See question