Dana Howard Shultz's Answers

After incorporating an s-corp, are there any mandatory steps?

In addition to the mandatory matters that my colleagues have cited, there are many other matters that you should at least be aware of, even if you choose not to act on them. Please see the nine-page document at the link below.

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Once you got a 'patended business/idea' have a contract how do you negotiate with companies?

Although your scenarios seem unrealistic, the answer is that you retain a lawyer who is experienced in selling and licensing intellectual property who will protect your legal and business interests during contract negotiations.

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Thoughts on purchasing a luxury watch in cash...

Totally apart from any legal issues this might raise (inappropriately avoiding tax and money-laundering laws, etc.), this transaction appears potentially to be covered by the adage "A fool and his money are soon parted." It is reckless, to say the least, to give a huge amount of cash to a stranger. There is a significant likelihood that your friend will end up both without the cash and without the watch - and possibly with a credit card charge, too. Your friend should do business only...

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For a small management consultancy that will be formed as an LLC is one state better than another to form it in?

Form the LLC in the state where you will be doing business, which, I imagine, will be your state of residence. This approach minimizes up-front and recurring franchise taxes - please see the post at the link below.

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Consulting fees owed

I'm going to take a different approach form that offered by my colleagues. What jumped out at me is that you now are doing the same work that you did as an employee. This appears to be a classic case of misclassification as an independent contractor. As a result, your greatest leverage might come from threatening - and perhaps even proceeding with - a wage claim. I do agree with my colleagues, however, that you should discuss this matter with an attorney to determine the best approach....

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Can an hourly employee be made an officer of C corporation. Any possible liability issues?

Officers are appointed by the board of directors, who are elected by the shareholders. So your friend, as shareholder, should elect himself to the board of directors (if he has not already done so), and, as the sole director, he should approve a resolution appointing you to the appropriate officer position (in accordance with the corporation's bylaws). Officers can be, but need not necessarily be, employees. Addition of officer responsibilities need not necessarily change your current status...

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What is considered a legal street address?

Startup entrepreneurs frequently do what you are considering. That, by itself, will not result in personal liability for corporate actions. For an idea of what *will* result in personal liability, please see the post at the link below.

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Breaking a brazilian jiu jitsu contract

I must disagree with my colleagues: I suspect that you may be in quite a strong position, because the BJJ school probably is subject to California's Health Studio Services Contract Law. Please see the Department of Consumer Affairs overview of that law at the link below. Quoting from that overview based on one of the issues that you raised: "A copy of the contract must be given to you when you sign it.... If a contract does not comply with the Health Studio Services Contract Law, it is...

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Registering as a Foreign LLC in California - how long do I have?

The applicable Code section (please see the first link below) states that your LLC must be registered ""[b]efore transacting intrastate business in this state". As concerns what constitutes transacting intrastate business, please see the post at the second link, below.

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What do I do if my corporation hasn't had an annual meeting of directors for the past 10 years?

Adding to Mr. Doland's excellent answer: You should approve a blanket resolution ratifying all actions previously taken and all documents previously executed by the director and the officers on behalf of the corporation.

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