I know the guy who has several Realty projects (and will have more in the future). I know another guy (deep pocket developer) who can buy most of his projects (and will buy more in the future). If I introduce them to each other, can I secure my po...
You should check both professional rules governing attorneys and also real estate related rules. At times, how a certain activity is interpreted by the regulators is at variance with what we may think is permitted. Also, if securities are involved, you should consider limitations imposed by securities laws on "finders" fees. For instance, depending on how the finder's fee is earned/paid, you may be required to have certain licenses before you may legally accept such a fee.See question
1) Could LLC sign payroll contracts with consultants (lawyers, marketing, site managers) with flexible salary depending on actual preliminary agreed load during month? 2) Should I have lease agreement for physical office premises for L1 visa ...
Your queries would require a detailed consultation, but following are some quick thoughts:
1) I'm not clear what you are trying to do -- payroll is run only for employees and not consultants. Also is this a US LLC or overseas? What is this preliminary loan about?
2) Actual lease agreement will be required, even if it is a small office. Promise of a future lease may not work.
3) The L1 petitioner should show her/his relationship with the immediate employer and then may trace ownership through an organizational chart and additional documentation if there are multiple entities. Whether or not a "simple partnership agreement" works would depend on the foreign laws under which each LLC and the proposed partnership agreement are governed. Also, such a partnership agreement, if permitted, would have to be reviewed by US counsel to ensure that it complies with US corporate laws and could be used for L1 purposes.
Please engage an experienced US attorney (both corporate and immigration), and someone familiar with the foreign laws you refer, to help you through this. You may also need foreign counsel for some of the above work. Queries on Avvo or DIY will not suffice for this complicated structure.See question
Good morning! I'm trying to become a 1M dollar investor and apply for an EB5 visa. However, because I'm a Chinese citizen there is currently a wait time of approximately a year until a visa is available. In the meantime, I really want to bring my ...
A new commercial enterprise for EB-5 purposes need not be a "new" entity. We could set up a subsidiary now which would be your vehicle for obtaining L-1 and then, depending on how your parent company is set up in China and how the business is set up here in the US, we may need to restructure your US subsidiary for EB-5 purposes. It is possible to do both L-1 and EB-5 through a single entity, but it will require some corporate work and restructuring at the initial L-1 stage as well as subsequently at EB-5 stage. In other words, you will need a good corporate lawyer in addition to an immigration/EB-5 lawyer to help you through this.See question
My business partner is based in Colorado. I'm based in California. We've informally entered into a partnership to develop and sell a set of How-To e-books, and now we're formalizing. He already registered a sole-proprietor LLC in Colorado under a ...
You should definitely register a new entity for the e-books business, which may be an LLC or a corp. You do not want to expose yourself to additional business risks by joining the existing LLC under which your partner is doing other business activities over which you may not have any control, or even any information. If you set up an LLC, an operating agreement will detail rights and responsibilities of both parties. Shareholders' agreement has the same functionality for a corp. Please work with a business attorney to help identify what entity and state is best to incorporate and to draft the agreement between you partners. You will need to register the entity in both states at a minimum. Good luck!See question
Do I need a separate DBA for the website product name? Eventually I will look to incorporate and want to do so just under original DBA and then jar the product websites within that corporation. This is in Los Angeles, CA. The website is a...
The 3 founders would get 2m shares each at a price of 0.005. 2 of the founders would bring in their IP as asset. 1 founder would pay 10k for the 2m shares.
Yes, think of the start value (i.e., par value) as a floor. Stocks may be issued at or above that price. Note that, if your co-founders are bringing in IP, you will need to determine how to value it and how much proportion cash needs to be paid in + the IP value. I see a red flag about the likely IP valuation based on my preliminary understanding from your query. Post stock issuance, the company also needs to complete mandatory securities filings in CA and each of you may have 83(b) filing requirements if restricted stock is issued. I strongly recommend that you work with an experienced startup lawyer so that all bases are covered. Please look around a few Avvo profiles and lawyer/law firm websites to understand their experience and reach out to them. I would engage one ASAP so that things are done correctly from the start. Good luck!See question
There were no debts that the company left behind.
When you dissolve an entity, it no longer exists and so it cannot be converted, revived, etc. That said, you could simply continue to do business as a sole proprietor, i.e. in your individual capacity. A sole proprietorship is not a legal entity so you are not required to 'create' it. Of course, if you want to do business under a brand name, you should register that name as a DBA with your local county. Note that, there is no such thing as an 'LLC partnership'.
One important note -- please consult a business lawyer to understand your exposure as a sole proprietor. It almost always makes sense to do business through an entity, even if it means incurring some set up costs and ongoing maintenance expenses.See question
Hi, Im currently working on a startup project. I believe the revenue will be in millions. I am a us citizen born in Morocco. My programer and partner lives in Morocco and are Morocan. The app will be developped here, and the team of developer ...
1) You should set up either a C corporation or an LLC. C Corp will be required if you plan to raise VC funding.
2) US company is better as it will have more credibility among your customers, partners and investors. Also it will be easier to attract and retain tech talent if they are engaged with/by a US company. You could always set up a subsidiary in Morocco if necessary.
3) The corporate tax rules are different from personal tax rules. I don't believe you will be disadvantaged by setting up a US company, but it is best to consult a CPA for potential tax implications.
4) Yes, you may incorporate in DE even if you are in CA and the company will be headquartered there. You will have to pay about $400 min tax/filing fee in DE annually but it is worth it particularly if you plan to seek funding.
Please work with a knowledgeable startup lawyer. Good luck!See question
I'm the sole owner of the company. When I created the business account, I simply withdrew funds from my personal account then deposited back to the business account. I plan to fund my company more. I'd like to know if there are any other legal/tax...
It is ok to withdraw funds or write checks from a personal account and deposit them in the company account. You have an option to treat these funds as a loan to the company or issue stock against it. Typically, the initial investment or a portion of it (depending on the quantum) will be treated as capital contribution for which the company will issue stock to you. Follow on investments may be treated as a loan. Regardless, please document it in minutes of meeting and reflect it accordingly in your books of accounts. For stock issuance, please work with a business/startup lawyer to prepare a stock purchase agreement and board resolution, and complete mandatory securities filings in California. For tax consequences, please consult your CPA.See question
My company was incorporated in September, 2015. I'm the sole owner and incorporator of the company. Before I incorporated my company, I've spent about $2000 from my personal account, related to the incorporation of the company. These expe...
You may either reimburse yourself, issue stock against it or choose to treat it as a loan to the company. Often, founders will not immediately withdraw from the company a/c unless they have an independent and steady revenue stream to cover pre-incorporation costs and operational expenses on an ongoing basis. Regardless, please document your expenses, including how you plan to treat them based on the 3 options mentioned above.See question