Skip to main content
Justin C. Lowenthal

Justin Lowenthal’s Answers

454 total


  • In partition action where SBA 504 loan is still outstanding on commercial property

    Does the SBA have to be served just like the lenders/banks that hold the mortgages? If so, how would one find the agent for service of process?

    Justin’s Answer

    If the SBA has a secured interest in the property they must be served just as a mortgage lender would be. The loan agreement you signed would identify the legal name of the entity making the loan. Run a search for that entity on the Secretary of State's website, then serve their agent for service of process. Good luck!

    See question 
  • How much can the technical co-founder be bought out given that he built the entire software of a SaaS company?

    I am the only technical co-founder of a SaaS (Software as a Service) company There are no customers/no revenue. I have been building the product from scratch for about one year. After many issues, e.g., one partner not being available for mont...

    Justin’s Answer

    In addition to the notes made by my colleagues, its quite possible you have more leverage than you think. Did you assign your IP and inventions to the company? Are you working under an employment agreement of some sort? Has all of your equity vested? What about a buy-sell agreement? These are issues you should discuss with a business attorney. Its possible that you still legally own your code and inventions, or have some other rights which may be enforced to leverage a fair buyout. These situations can get messy, so best of luck to you!

    See question 
  • I Need an attorney to draw up a Lease Purchase Contract or options contract, and what is the standard cost for this?

    I am an investor In need of a Lease Option or Options Contract that I can utilize with a homeowner and then assign or sell that option to a tenant buyer. Basically a contract to get the ball rolling for the homeowner and I, so that I can than mark...

    Justin’s Answer

    We've prepared these for clients using both custom and industry-approved forms. They are generally pretty straightforward and it shouldn't be a problem getting a real estate attorney to assist you. Be aware that there a more than a few legal issues to consider with these sorts of contracts, such as recording for long-term leases and options, marketing and sale of options by an unlicensed person, liabilities as a "tenant" under the lease and your right to sublet, and so on and so forth. The cost will vary depending on complexity of the legal issues involved and your ability to use a form contract. Good luck!

    See question 
  • Whats the most important things I need to know about buying land in the US?

    I thinking about buying acres in the US but I don't know nothing about buying land.

    Justin’s Answer

    If you live outside of the U.S., you should speak with an immigration law attorney and confer with a real estate broker who practices in the regions you might purchase land in.

    See question 
  • I recently set up a S-corp in Ca. My self is the only shareholder for now. Then, how many board of directors are needed?

    In addition, CEO, CFO, and secretary are mandatory for one-shareholder s-corp? Thank you.

    Justin’s Answer

    1 director, a CEO, CFO, and Secretary.

    See question 
  • Can my non-profit corporation make a licensing deal with a 3rd party?

    Can my non-profit corporation license its name to a 3rd party that will be making profit from use of the name? Is this allowed? My concern is that the corporation is non-profit but the licensing deal will allow a 3rd party to make a profit from th...

    Justin’s Answer

    If this is an arms length transaction between the non-profit and an independently owned and affiliated for-profit company, it should be fine. The non-profit is legally capable of licensing its business name, but if this is not an arms length transaction and is simply an attempt to find a loop-hole in the tax laws, you'll likely jeopardize your non-profit's status at both the state and federal level.

    See question 
  • I have an L.L.C in California but want to move to washington. Is this easy to do?

    I want to re-do the LLC in Washington but keep the EIN etc that I currently have as well as the business relationships I have. This is for two reasons. The 800$ California 'tax' on LLC, and the fact that I will be moving there in June

    Justin’s Answer

    I recommend that you consider an "F Reorganization" - it will allow you to keep the same EIN and easily transfer contracts, assets, and liabilities without risking the creation of a taxable event. This is a very easy process involving organization of a Washington company, which is the surviving entity, and dissolution/merge-out of the California entity. Work with a qualified business attorney on this and I'm confident you'll be pleased with the outcome.

    See question 
  • When is a work for hire contract needed? If they own equity?? Is it needed?

    If I hire someone to do web programming, but they own some equity in the business (LLC).....will I still need a standard work for hire contract with them that would typically be used if they didn't retain any equity? Or should I forgo that due to ...

    Justin’s Answer

    "Hire" implies employment but you may mean retain as a consultant/contractor. If they are an employee of the LLC, a work-made-for-hire agreement is NOT required to transfer the IP to the LLC but it is highly RECOMMENDED. If they are a freelancer or other independent contractor, a written contract is REQUIRED. Please work with an attorney on this and all other IP issues...

    See question 
  • Tenant paid security deposit to an LLC. Who do they sue to get that back? an individual or the corporation?

    Tenants made their security deposit out to an LLC and paid their rent to a management company. They do not agree with the deductions to their deposit after vacating. They are suing in small claims. Should they have served the corporation they p...

    Justin’s Answer

    Both. However, the tenant will need to make a written demand before suing in small claims to give the defendants an opportunity to resolve the matter without court intervention.

    See question 
  • Buying defunct business that state suspended

    I have a question about possibly assuming the debt/buying a prior company. The original owner cannot be contacted and the business was suspended by the state in 2005. The suspension has since been lifted, but the corporation is not active. How wou...

    Justin’s Answer

    Once the company is suspended by the FTB or SOS its name is up for grabs. However, that's just its name - not its contracts, assets or liabilities. Therefore, you cannot take the name and assume the contractual liabilities without completing a novation, which is a complete substitution of your new company for that of the prior company of the same name. You will need to work with a business attorney and get in touch with the owner of the defunct business, as well as the other contractual party(ies).

    See question