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Dana Howard Shultz

Dana Shultz’s Answers

4,010 total


  • Social Security Card Update after getting a Green Card?

    Hi. Do I need to update my social security card after getting my green card? Will SSN change? Thank you.

    Dana’s Answer

    Once an individual is issued a social security number, the individual keeps that number for life (unless there are unusual circumstances, such as identity theft).

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  • If the llc operating agreement says two managers have to sign for a loan for a apartment and there is only one manager.

    Who signs for the loan. There are two members the minority member is also the manager With 49 percent ownership.

    Dana’s Answer

    While I agree with my colleagues that the Operating Agreement should be amended to reflect one manager, there is an additional consideration:

    If the LLC was formed properly and with consistent documentation, the Articles of Organization state that there is more than one manager. In this case, the Articles would need to be amended, as well, to specify only one manager (link to Certificate of Amendment provided below).

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  • Permits/Licenses when starting business as minor.

    I am a minor at 13, and I am starting a website design/ development/ hosting/ maintenance company(LLC). I know I have to have my parents as a authorized signer for my licenses/permits. The thing is, how do I send the consent? Is there a specific f...

    Dana’s Answer

    It is difficult to provide a generally-applicable answer, because (a) I don't know how you will be structuring the LLC and (b) different governmental entities are likely to have different application requirements.

    That said, I suspect that the simplest approach might be for one of your parents to be designated as an officer of the LLC - President probably is best, because anyone looking at a document signed by a President is likely to assume that the individual has authority to sign the document.

    The foregoing answer makes a point that you need to keep in mind: Once the LLC is established, it is the LLC, rather than you, that is engaging in business activities. Accordingly, you should think in terms of what the LLC needs to do, rather than what you need to do.

    Good luck!

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  • How do I pay Cali foreign LLC $800 tax for 2014 only without an SOS number in California?

    I own a single member pass-through LLC in Michigan. My customer is in Michigan. I am paid in Michigan. I unexpectedly had to work in California for 5 months in 2014 to be on site of a customer of my customer. To recap, the customer in Californ...

    Dana’s Answer

    The test for whether a foreign entity needs to qualify (register) with the Secretary of State (and incur the $800 annual franchise tax) is "repeated and successive transactions" within the state (please see the post at the link below).

    It's possible your LLC did not satisfy that test, thus no need to qualify or pay $800.

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  • I've co-signed on a car lease but my friend hasn't been paying the installments. How can I get out of the lease agreement?

    I'm in California. Have helped my friend to lease a car by being a co-signer but he hasn't been paying the monthly lease amount. I can't afford to pay it and would like to get out of this financial responsibility without ruining my credit. What do...

    Dana’s Answer

    Questions like yours come up frequently on Avvo.

    The answer: Unfortunately, you are on the hook, and there is no way (other than making the monthly payments) that you can set yourself free.

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  • Is it a breach of contract when the entrepreneur refuses to pay back the loan at the loan expiration date in a Convertible Note?

    Before the expiration, there was no new financing or any other valuation event that could have triggered any conversion, per the Convertible Note contract. The contract named the investor only, as the only party who had the right to refuse the pa...

    Dana’s Answer

    Based on the facts you have provided, and assuming that the Convertible Note contains provisions that are typical for that type of instrument, (a) the investor is entitled to repayment of the loan and (b) the company's failure to repay is a breach of the Note, conferring upon the lender the remedies for breach that are set forth in the Note.

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  • Contract question

    In a standard services agreement- it may start with: "This Services Agreement is entered into by and between ABC Company, LLC, a California LLC and xyz company" Question is, if we are an LLC- is it appropriate to have the sent...

    Dana’s Answer

    As a matter of style, I prefer "a California limited liability company", i.e., with the type of entity spelled out rather than the abbreviation "LLC", which I use only in the company's name.

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  • We are creating a shareholder agreement and need some help concerning some wording of dissolution clause.

    C corporation dissolution. My husband stars a business with his partner, who is non-resident alien, 50 by 50. We are creating a shareholder agreement and need some help concerning some wording of dissolution clause. According to the Chapter 19 o...

    Dana’s Answer

    I agree with my colleagues that you should retain an experienced business lawyer to help you prepare the shareholder agreement.

    That said, there is a simple answer to your final question - no gray area: As is explained in the post at the link below, a 50% shareholder can vote to dissolve the corporation. Nevertheless, if you are preparing a shareholder agreement anyway, it might as well address dissolution.

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  • If you put a condo into a living trust. Do the trustee handle all the condo business like meetings and voting?

    Attend Association meeting and vote on issues for the condo

    Dana’s Answer

    Assuming that "put...into a living trust" means that the trust owns the condo, the trustee exercises rights and satisfies obligations pertaining to ownership of the condo.

    If the owner of the condo is supposed to attend and vote at Association meetings, then the trustee is the one who would take those actions.

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  • Curious, what are the step(s) needed to hire your first employee in Seattle, WA. Imagine I just incorporated my Company today.

    This is a C-Corp dealing with Hardware Electronics development. We are hiring engineers.

    Dana’s Answer

    You should re-post this question under WA (rather than CA) so it will be seen by more lawyers in WA.

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