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Justin C. Lowenthal

Justin Lowenthal’s Answers

443 total


  • In a legal disagreement, how can I be sure the person sending the letters actually represents other members of his LLC?

    Simply put, I am fielding demand letters and threats of legal action by the "registered agent" of an LLC - however, he is not the sole member and I believe he is making these threats against the will of other members in his LLC. I believe...

    Justin’s Answer

    • Selected as best answer

    First determine if the LLC is member-managed or manager-managed. You may find out this information by contacting the Secretary of State. The "registered agent" has no inherent authority to file a legal action against you or any other party. The person who serves as registered agent, however, may ALSO be a manager or member-manager of the LLC. In that case, he or she may threaten and/or file a legal action. If the LLC is member-managed, any member may do this.

    If you wish to alert the LLC and its members as to this individuals conduct and correspondence, hire an attorney and request that he or she send a letter to the LLC, cc'd to every member and manager of the company. They may wish to enclose all correspondence previously sent to you by the registered agent.

    Good luck!

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  • Can I as a sole member of LLC represent myself in court?

    My LLC is based in Delaware and I am a sole member. I filed a motion to set aside a default judgement against me on behalf of my LLC. Case is in Santa Clara. The opposing party filed that I can't act on behalf of my LLC. Why not?? Also, they ...

    Justin’s Answer

    Only an attorney may represent an LLC in court. You may only do business in California as a foreign business entity by filing with the Secretary of State an LLC-5 - Application to Register a Foreign Limited Liability Company (LLC) and paying the appropriate fee.

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  • How do I sue a CA LLC that has been dissolved?

    If I were interested in suing a CA LLC that is dissolved and bank accounts have been closed what is the process? Does this make a lawsuit more difficult? The LLC was dissolved a couple years ago.

    Justin’s Answer

    If the amount in controversy is sizable, you may want to investigate, or hire an attorney or investigator to investigate, how dissolution of the company was performed. If the dissolution was improper, such as giving priority to members (stakeholders) over creditors, the managers of the company may be liable to some extent. As my colleagues have indicated, suing a dissolved LLC will be no easy task. Hope for the best but be prepared to be disappointed.

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  • Are there examples of procuration documents?

    If I was to do a procuration for someone on their behalf, what would be the proper wording on a separate document stating I did? I can't find any example online or even know how to search for one.

    Justin’s Answer

    • Selected as best answer

    If you are intending to take some action on behalf of another, you perhaps have agency. You will want an agency agreement and/or a power of attorney to act. There is a Uniform Statutory Power of Attorney form available under California Probate Code Section 4401. That form is easily downloadable from various state law libraries' websites. (I assume this is what you mean by procuration.)

    Good luck!

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  • How fast can I create an LLC? This would be a basic one person LLC. How many days to push it through the system?

    This is would be a CA LLC.

    Justin’s Answer

    Conceivably, if you're willing to pay expedited processing fees with the Secretary of State, the LLC could be fully registered and organized in less than 24 hours.

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  • How much would it cost for legal fees approximately for a real estate partition case?

    There are two owners to real estate lot and one owner wants to reclaim his part but the other owner has neglected to take action for past 4 years.

    Justin’s Answer

    It really depends on how hotly contested the partition action is. Could be $12-25k or significantly higher. This is something best gone over with an attorney during an initial consult on the case. Good luck!

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  • I want to transfer my mortgaged properties into llc in California

    How can I transfer my properties that have loans on them without triggering the due on sale clause? Can I safely form a land trust? Should I just seek approval from my lender? What is the best way?

    Justin’s Answer

    As distasteful as it may seem, the best approach is to obtain your lender’s WRITTEN consent to the transfer prior to the transfer. Many lenders will permit the transfer of the property into an LLC provided that the original borrowers remain liable for the mortgage in the event that the LLC defaults on the payments. In addition, your lender may be more amenable to the transfer if the LLC is a going concern and has its own (good) credit history.

    On a side note, you may have title insurance concerns. I recommend that you also confer with your title company and purchase or acquire riders so your title insurance policies remain active.

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  • Business transaction failure to complete deal

    I had a business transaction where I gave $10,000 to invest in a business deal where I would receive $12,500 ($2,500 profit) seven days from when I invested. I have the contract and it is notarized outlining the details and is signed by the party ...

    Justin’s Answer

    You generally have four years from the date of breach on a written contract to file suit. Therefore you have a slight statute of limitations concern, but nothing fatal at this point in time. My bigger concern here is that this may not have been an "investment." Instead, if this was loan my bigger concern for you would be a usury violation given you've contracted for repayment of principal plus 25%. If this was a loan and an exception to the usury law does not apply, you may be liable and subject to some significant offset of damages. Speak to a business attorney sooner rather than later. Given that this debt is still stale however, i'm not all that optimistic about your chances of recovery.

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  • Corporate Question: If i want to specify how shareholders should go about selling their shares in future should they desire so..

    privately held corp. already was established about 4 years ago and it has bylaws and consists of 3 equal shareholders. Now we want to specify that should any of us (shareholders) desire to sell his/her share in future, he/she has to offer the shar...

    Justin’s Answer

    A shareholder or buy-sell agreement is necessary here. You may have a contract between the shareholders that does not necessarily involve the corporation. There are several ways to craft such a contract and often shareholders will agree on the use of life insurance and/or disability insurance to fund the cross-sell. There are good ways and bad ways to structure agreements like this. Please don't go it alone. Speak to a business attorney - you'll be thankful if/when you find the need to enforce the contract.

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  • My 86 yr old mother recently became incapacitated. We have a joint bank account . What do I need to give to the bank?

    Our joint bank account requires two signatures. At this point my mother is not responding and is in the hospital with full time care. She cannot talk, sign, or give any sign of approval. There is no power of attorney.

    Justin’s Answer

    It sounds like you might need to explore petitioning the court for conservatorship over your mother. If the account requires two signatures and your mother is incapacitated, a power of attorney won't work (or be valid). Therefore, you need to explore with a local probate/conservatorship attorney the process of requesting to be appointed by the judge guardian and protector over your mother's (financial) affairs. I don't consider myself a probate attorney, so I expect my colleagues will provide a more thorough response. I just don't see another way to legally gain access to the account. Good luck (and sorry to hear about your mother).

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