Antone F. Johnson’s Answers

Antone F. Johnson

San Francisco Business Attorney.

Contributor Level 11
  1. Are we liable for debts before LLC?

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Pamela Koslyn
    2 lawyer answers

    Yes, as my colleague noted above, before forming the LLC, you were carrying on business either as sole proprietors or as a partnership. You can have the LLC assume your individual obligations and arrange to pay them off with its own assets, but if it is insolvent, that won't help. See link below for information regarding dissolution of a California LLC.

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  2. Web venture incorporation.

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Dana Howard Shultz
    2 lawyer answers

    You could operate as a sole proprietorship, and many Internet entrepreneurs do just that. The main disadvantage is that without a limited liability business entity (corporation or LLC) to protect you, you could be personally liable for the debts or actions of the business. Depending on your risk tolerance and other factors such as insurance coverage, you might decide it's worth paying the franchise tax for the peace of mind of having limited personal liability.

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  3. I was let go during the probation period of employment. Applying for a new job, when asked if I was ever fired, can I say "no"?

    Answered over 4 years ago.

    1. Antone F. Johnson
    1 lawyer answer

    I admire your commitment to integrity in this situation. As you pointed out, your former employer was violating California wage-hour regulations, and most likely violated the law again by firing you in retaliation for making a legitimate complaint. (No doubt the employer would see things differently and try to characterize you as a "difficult" employee.) There is no easy resolution here, as it wouldn't go over well to tell a new employer the whole story (i.e., that you were fired in...

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  4. Sole proprietor LLCs

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Mark Brian Baer
    2 lawyer answers

    Yes, Form 568 is required even if it is a single-member LLC, although only a portion of the form need be filled out. (The LLC is a disregarded entity for tax purposes and its income is treated as a sole proprietorship.) Regardless, the FTB will require the LLC to pay the minimum $800 franchise tax. See link below.

    1 lawyer agreed with this answer

  5. Do intellectual property rights extend to physical aspects of a product?

    Answered over 4 years ago.

    1. Pamela Koslyn
    2. Antone F. Johnson
    3. Theodore W. Robinson
    4. Steven M Greenberg
    4 lawyer answers

    Another issue to consider is that even if the trade dress, trademark or copyright issues are arguably on your side (after doing a full analysis with an IP lawyer), that wouldn't stop the candy manufacturer from paying its lawyers to give it their best shot. In other words, the most important question in the risk assessment may well be the likelihood that the candy maker would go after you rather than its probability of winning a lawsuit if the case went to trial. Small/startup businesses...

    1 lawyer agreed with this answer

  6. Is it legal to include musician photos into a website design for a radio station WITHOUT permission from the photographer?

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Andrew Monroe Baer
    3. Oscar Michelen
    3 lawyer answers

    I think the most appropriate course of action would be to ask the radio station to clear the rights to use the photos. After all, you are only building this kind of site because the client is requesting it. One possibility would be to ask the radio station for copes of press materials which were sent to it by record labels promoting their artists, as it's a fair assumption that sending press photos to a radio station implies a license to display those photos on the station's website. I agree...

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  7. Infringement on my Patent Design?

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Daniel Nathan Ballard
    3. Pamela Koslyn
    3 lawyer answers

    Some plaintiffs' patent litigation firms will take on a patent infringement case on contingent fee basis as noted above. The capital of this type of work in patent litigation is the Eastern District of Texas (Marshall, Texarkana, etc.) because the local court rules and juries in that district are slanted in favor of patent holders, so it might be worth calling a plaintiffs' firm in that area for a consultation. If it turns out there are personal jurisdiction problems, there is a law that...

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  8. Do I need to register a Delaware LLC in California if business is not operating?

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Steven Alan Fink
    3. Henry Daniel Lively
    3 lawyer answers

    No, you do not need to qualify the out-of-state LLC to do business in California if it is not actually transacting any intrastate business in California. The following language is taken directly from the Secretary of State's website (see link below): Before transacting intrastate business in California the business must first qualify/register with the California Secretary of State. (California Corporations Code section 2105, 15909.02, 16959 or 17451.) California Corporations Code sections...

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  9. What are my rights if i didn't receive the pay i was suppose to in accordance to the company's policy?

    Answered over 4 years ago.

    1. Antone F. Johnson
    1 lawyer answer

    You can file a wage claim either by mail or in person with the Division of Labor Standards Enforcement (DLSE) of the California Department of Industrial Relations. See website link below for more information, instructions and forms to fill out. Good luck.

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  10. Nevada LLC vs California LLC

    Answered over 4 years ago.

    1. Antone F. Johnson
    2. Steven Alan Fink
    3. Dana Howard Shultz
    4. Pamela Koslyn
    4 lawyer answers

    I agree with Ms. Koslyn's recommendations. Another popular choice for forming LLC's is Delaware, for similar reasons to those you cited for Nevada, but in either case, if your business is operating in California, you will need to qualify it to do business in California and pay the associated franchise tax.

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