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Gavin Nathaniel Johnson
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Gavin Johnson’s Answers

130 total


  • Is there paperwork that needs to be filed when acquiring a private offering?”

    I am starting a real estate investment company, and I am working on getting funding from private investors. Are there any other legal documents that I need to file besides the note and the mortgage? This may be a question for my accountant, bu...

    Gavin’s Answer

    There are a variety of legal documents that you will need to prepare and execute to make sure that you are complying with securities regulations. Failing to comply with securities regulations can lead to personal liability (including substantial monetary penalties and criminal liability in certain situations). Your investors could sue for rescission and require you to return all of their investments if you do not comply with the rules.

    I would strongly encourage you to seek out a local attorney that can help you navigate the securities regulations associated with your offer. Investing a little time and money in an attorney upfront will save you some major headaches down the road.

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  • If I want to convert my S-Corporation to C-Corporation in July 2014, can foreign investors start investing immediately?

    My friend (US Citizen), myself and another investor (both foreign investors) are acquiring a S-Corporation sometime in June/July 2014. Based on our research, S-Corperation doesn't allow foreign investors. Hence, we want to switch to C-Corperation....

    Gavin’s Answer

    There are a number of ways you can accomplish what you're trying to accomplish (i.e. purchasing the company). To know which option is the best for you, it'd be best to determine your long-term goals for the company that you're acquiring and the tax consequences of structuring the company the various ways. I'd suggest contacting a local business attorney to discuss the details of the transaction and figure out how to structure the purchase based on your particular situation.

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  • What paperwork do I need to prepare in order to pay my startup collaborators in equity?

    I'm building a startup, but we haven't formed a company yet. I'd like to pay my collaborators for their time in equity. What's the minimum amount of paperwork that I need to complete in order to get the company set up so I can start paying people ...

    Gavin’s Answer

    I agree with Mr. Larsen. You best bet is to schedule time to talk with a business attorney to discuss your new company, your objectives for the future and how the company will grow, and how to structure equity compensation for your employees/founders. Many attorneys offer free consultations to discuss the details of your particular venture and how they can assist you moving forward. Investing a small amount of time and money upfront can save you some huge headaches down the road.

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  • Where can I read about my rights as a shareholder in a company that doesn't have a shareholder agreement?

    Company is registered with the state. But has no shareholder agreement. I am a minority owner of 48% of the shares, the other 2 owners have 51% and 1%(in this sub corp). This sub corp owns the controlling shares of another company. I am being...

    Gavin’s Answer

    • Selected as best answer

    The previous answers have pointed out the applicable statutes that you can refer to in order to get a better understanding of your rights--RCW Title 23B (http://apps.leg.wa.gov/rcw/default.aspx?Cite=23B). Based on your description, it isn't entirely clear what's going on here or what you're trying to accomplish.

    I'd advise setting up a consultation with a business attorney to discuss the situation in more detail in order to figure out your rights as a shareholder and how you can accomplish your objectives. Many attorneys offer free initial consultations to discuss your situation and figure out how they can assist you.

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  • I am partner in small consulting firm. I want to get out. how can I leave and yet still receive income from contracts created?

    growing apart with partner, dont have same visions any longer.

    Gavin’s Answer

    I agree with the previous answer. In terms of structuring the separation, you can negotiate (and contract for) the terms that you'd like. Depending on the structure of the company, you will want to make sure there are no restrictions on separating from the company or terms of how a partner separates in any partnership agreement (or operating agreement if the company is an LLC).

    You should consult with a business attorney to figure out the best way to structure the separation and draft an agreement that accomplishes your objectives.

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  • Can a managing member of an LLC without an operating agreement sell an asset without consent of the other member.

    I'm a 50% managing member of an LLC that does not have an operating agreement (partner fails to sign). We purchased a corporation due to it's operating certificates and I'm the president (partner is secretary). As a managing member, can I sell thi...

    Gavin’s Answer

    I agree with the previous answers. It's best for you to sit down with a business attorney to discuss your situation in more detail and determine what the next best steps are. I'd suggest doing so before you take any additional steps.

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  • Lawyer to negotiate employment contract

    How can I find a lawyer to negotiate an employment contract?

    Gavin’s Answer

    A quick search for a business or employment attorney on Avvo will provide a long list of attorneys that are capable of helping you out. I'd suggest starting there. Otherwise, you can ask family and friends if they have any recommendations.

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  • How to form partnership?

    I am in the midst of partnering with an investor who will take responsibility for all expense and i will be responsible for operating the business we have drawn a contract but she has not agreed to any specific amount of money she will be investi...

    Gavin’s Answer

    There are a variety of considerations at play here and I strongly urge you to sit down with an attorney to discuss each of them. You will need to discuss and sort out the proper choice of entity for the company, the structure of the investment from the partner, the securities regulations associated with issuing equity to the investor, how expenses will be repaid to the investor (if at all), and the tax consequences associated with all of this.

    It would be wise for you to sort all of this out with an attorney who is representing your interests. The last thing you want to do is give away control of your company without understanding your rights and obligations.

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  • I am looking to start a small, side business and would like advice LLC vs LLP vs Partnership?

    The business will be in the technical consulting arena. To start, there will be 3 of us total; myself, my wife, and my business partner. Due to potential blowback from my current employer, I am trying to remain silent although this is my idea. My ...

    Gavin’s Answer

    You're wise to seek consultation prior to setting up the new venture. Typically you don't want to set up as a partnership because there's is no limited liability shield that protects each partner individually. It generally will come down to whether you want to set up the company as an LLC or a corporation, and this depends on a few factors, including (among other things) whether you'll seek outside investment, and the individual tax consequences to the individual owners.

    I'd suggest sitting down with (or scheduling a phone call) a business attorney in your area to discuss your overall objectives for the company in order to figure out which legal entity is best for your company. A quick search on Avvo should give you some great options.

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  • How enforceable are non-compete agreement's (NCA) & non-solicitation agreement's (NSA) in Washington state?

    Long time employee being presented with NCA & NSA that would prohibit employment in specific trade in all of Washington and Oregon for 18 months.

    Gavin’s Answer

    I agree with the previous answer. As is the case with any contract, there must be consideration exchanged (i.e. something of legal value) between the parties. Promising to continue to employ you is not valid consideration in this context. However, receiving any sort of raise or bonus in exchange for signing the non-compete agreement is likely sufficient.

    In general, non-compete agreements are frowned upon in Washington state, as they restrict an individual's right to make a living. However, if the scope and duration of the non-compete are "reasonable" then they are generally enforceable. Whether a non-compete is reasonable is a facts and circumstances test that includes a variety of factors. I'd recommend sitting down with an attorney to discuss the specifics of your situation in order to sort out your rights.

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