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Gavin Nathaniel Johnson
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Gavin Johnson’s Answers

130 total


  • I am working on opening a basketball academy but I m having trouble deciding weather to work as a non profit or for profit LLC?

    Pros vs Cons?

    Gavin’s Answer

    Typically you'll want to figure out what your ultimate objectives for the company are in order to decide what the best structure for the legal entity is. Some of the major factors you'll want to consider are taxation (double taxation (corporation) vs. pass-through taxation (partnership/LLC)), whether you'll seek outside financing (i.e. passive investors), whether you'll operate for profit or not for profit, where you're owners are located (foreign vs. domestic), and the administrative obligations that are required for each type of entity.

    I'd recommend consulting with a business attorney to discuss your objectives and figure out what legal entity makes the most sense for your new venture.

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  • Copyright/Trademarks; Can an individual and or a web site simply advertise and use a name of a business without legal jeopardy?

    I own a local business won't reveal the name but, i.e. "Jake's Accounting" or say "Fred's Equipment Repair" can anyone, even an acqaintance use it for advertisement on their little web site to "fill in space?" I doubt that he could do thi...

    Gavin’s Answer

    The burden of enforcing trademark rights is on the owner of the trademark. The owner of the trademark is not required to enforce the rights and it is pretty typical for owners to allow others to advertise and use the trademark if it is in the best interest of the company. Long story short: if you want to stop someone from using your trademark, then ask them to. If you don't, then you don't need to do anything.

    You do not need to trademark your name in order to have certain trademark rights at the state level. You have the ability to restrict others in Washington from using your trademark. If you want federal protection (i.e. nationwide), you will need to register your trademark with the US Patent and Trademark Office. Good luck with your business!

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  • As a startup, how concerned should I be with IP initially? What is the average cost required for a patent?

    Software Company, working on PCBdesign and enclosure, just need general advice in starting.

    Gavin’s Answer

    I agree with the previous answers. I'll also point out that there are simple steps you can take to protect your IP without breaking the bank. From drafting clear IP ownership and assignment clauses in your contracts to registering your trademarks with the USPTO, it is paramount for you to protect your company's IP, as it is likely the most valuable asset your company owns.

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  • Do I need a business license in WA state?

    do I need a business licence in Wa state if I am a freelancer (independant contractor) for a retail skin care brand?

    Gavin’s Answer

    In most states (including Washington), you're required to register your business (i.e. get a business license) if you're "doing business" in the state. You're most likely "doing business" if you're selling a product or service to customers. You'll need to file a Master Business License application with the Dept of Revenue (it's cheap, only $24 total), and file for a local business license in the city where your business is located.

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  • If I am a Software Development company, and create a software company, what is the best way of incorporating this new company??

    The company itself is a software development company that develops software for clients. However, the company recently decided to create a software company of its own. Would this new company just be a part of the software development company or sh...

    Gavin’s Answer

    I agree with the prior answer. You will want to discuss your objectives for the new software company and how it relates to the prior software development company in order to decide on the best corporate structure for the two entities. You should consult with a business attorney to help you organize these business entities.

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  • How much is owed to a partner that wants to be bought out?

    We have a partnership of 36%, 34% & 30%. The partner that owns 30% made a capital contribution of $10,000. No other capital contributions are required unless voted on between members. The partner that made the capital contribution would like to vo...

    Gavin’s Answer

    I agree with the previous answer. Is the company set up as a LLC? What is the value of the company as whole? You should consult with a business attorney to discuss the written contract that you mentioned and to determine the rights and obligations of the withdrawing partner and the company. Since there's a written contract, the process should be fairly smooth (assuming the details regarding withdrawal are contained in the contract). Regardless, I'd advise talking with a business attorney before moving forward.

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  • A Release and Indemnity Agreement

    I am a recipient of a relative's Will. The atty for the estate wants me to sign a Release and Indemnity Agreement which includes a statement that I agree not to seek any further compensation from that estate after I receive my inheritance. If othe...

    Gavin’s Answer

    I agree with the previous answer. It's hard to advise on your rights under the will (and other estate plan documents) without taking a look at the documents. It will depend on the scope of the release whether you are able to seek any additional inheritance. It'd be best to gather up all of the documents and sit down with an attorney before you sign anything. Depending on the size of the estate and your inheritance, you could be giving up a lot by signing the release.

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  • How do you find a lawyer to help you negotiate a non-compete when you have a job offer?

    I have an offer but they're asking me to sign an unreasonable non-compete. I plan to ask to negotiate the non-compete. If they say yes, I'll need to find a lawyer in the Seattle area that specializes in non-competes. How do I go about doing that? ...

    Gavin’s Answer

    I agree with the prior answer, and would reiterate that it is important to talk with an attorney to determine what issues are worth fighting for and discuss the consequences of entering the non-compete.

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  • What is the best way to set up a partnership between two lawyers, one practicing in DC and the other in Seattle?

    We are particularly concerned about tax liability. We will share the same law firm name, keep separate clients mostly, but share some larger clients. We can set up bank accounts in each state in the name of the firm. We are trying to figure out...

    Gavin’s Answer

    I agree with the prior answer. You should reach out to a business attorney to discuss your objectives in more detail and the options that are available given your objectives and the restraints on you (i.e. ethical obligations).

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  • Execute stock repurchase without the CEO?

    My family (shareholders of a private company) are requesting the company to execute a stock repurchase. However, the problem is the CEO has disappeared, or fled to another state due to an impending lawsuit filed by my family. The lawsuit was filed...

    Gavin’s Answer

    Anytime you are structuring a stock repurchase (or any other securities transaction) you should consult with a business attorney to advise on best practices. It will be well worth your time to talk all of this over with an attorney before moving forward.

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