Skip to main content
Reno Frank Relle Fernandez III

Reno Fernandez’s Answers

12 total


  • I own over 50% shares in a LLC. Can someone make a amendment to my LLC who is not a member?

    Reno’s Answer

    Your father has a serious potential claim for financial elder abuse and other harm. You may have standing to sue as an heir or beneficiary, or you may be able to sue for him or through a guardian if he is incompetent. This is complex. Rather than focus on a hypothetical future attempt to take control of your LLC on its own, you should get advice about the whole picture. You should engage counsel right away as your siblings may be doing things to harm your father's company such as destroying documents or diverting assets.

    See question 
  • What are my options in regards to gaining back my percentage in the company or being bought out?

    Reno’s Answer

    You have a serious freeze-out issue on your hands. It sounds like your buyout arrangement is also oral. You should be talking with an attorney about drafting a solid buyout agreement or suing. You should not let any more time go by as your partner maybe doing things to damage the business, destroying documents and concealing assets.

    See question 
  • Do I have financial interest, when joining a school's board of trustees, if I own Apple stock and Apple sells school computers?

    Reno’s Answer

    The scope of financial interest is defined very broadly. If the schools have an arrangement to buy computers from Apple, then I would expect that you have a financial interest. Do the schools continue to buy computers from Apple? And do they buy the computers directly from Apple or from a distributor? It would be prudent to disclose this connection to the board of trustees or members and ask them to resolve to admit you notwithstanding the connection.

    See question 
  • Do I have a case?

    Reno’s Answer

    That sounds awful. This is too complex to give tips online. You should talk with an attorney.

    See question 
  • The buyer of my small business is in default, if I take back the company do I also accrue all their new debt?

    Reno’s Answer

    As a practical matter, this depends on how you sold the business. Did you sell stock in a corporation or membership interests in a limited liability company, or did you only sell the assets of the business? Also, do you have a recorded UCC-1 Financing Statement to secure your lien against the business assets? Thanks.

    See question 
  • Can I change the the ownership of business property after purchasing it and having a loan under my name?

    Reno’s Answer

    You can, but there may be problematic consequences. First, your deed of trust might have a "due on sale" clause. Most do. This makes the loan immediately due and payable in full upon transfer of the property.

    Second, keep in mind that you will continue to be personally liable because the loan is in your name, and the property will continue to be collateral because the deed of trust is recorded against it. Transferring the property to a limited liability company will not put it beyond the lender's reach.

    There are good reasons to hold commercial real property in a business entity like an LLC. If you want to make the transfer, you should consider asking for your lender's approval.

    You should also consult an attorney and an accountant. The attorney is to help you property set up the LLC, and the accountant is to help you capitalize the LLC and anticipate tax issues.

    See question 
  • As a startup stockholder, what kind of information right do I have?

    Reno’s Answer

    But be careful, because Section 220 of Delaware's General Corporation Law can be waived. It cannot be waived in the articles of incorporation or bylaws, but it can be waived in a separate writing explicitly waiving the rights of inspection. Startups incorporated in Delaware are using these in their employment agreement packets. You also may need to be vested in your shares and not merely hold an option before you can invoke Section 220. You will want counsel to go over the corporate documents, the employment documents and the option agreement.

    See question 
  • How can I register for LLC in CA while I have O1 Visa?

    Reno’s Answer

    There are no special requirements. A foreign national can form and become a member of a California limited liability company regardless of visa status. There are no restrictions on foreign ownership. (But there may be other restrictions, e.g. for licensed professions like doctors, lawyers and accountants.)

    However, it may be difficult to obtain a Federal Employee Identification Number (EIN) because a member needs to put his, her or its taxpayer ID on the application, which is usually a social security number. Unless your visa gives you a taxpayer ID, you would need to obtain an individual tax identification number (ITIN).

    Also, it may be difficult to elect pass-through taxation. For pass-through taxation, none of the members of the LLC can be non-resident aliens. Because you are here under a visa, you might be able to elect pass-through taxation, but if not then the LLC will be taxed like a traditional C-corporation.

    See question 
  • How do I collect a judgment I won against a LLC that is now trying to evade or hide its assets?

    Reno’s Answer

    A judgment can be enforced against an LLC in the same way as it is enforced against an individual. You can haul the person most knowledgeable at the LLC into a debtor's examination and ask about its assets, bank accounts, etc. You can send the sheriff (or a process server in some counties) to its bank to levy against its accounts or to the LLC itself to execute a writ of attachment against the LLC's assets. You can record an abstract of judgment in any county where the LLC owns real property, which creates a judgment lien. You can get a lien against the LLC's equipment and personal property by filing a notice of lien with the Secretary of State. And there is a handful of other, more exotic procedures available.

    See question 
  • Can I sue nursing home?

    Reno’s Answer

    Possibly, but it depends on the circumstances. A resident of an RCFE must be given certain notices before being evicted or moved. Civ. Code 1946.1(b). Did the nursing home shut down? Was she moved for medical reasons? These circumstances trigger different notice requirements. If the notice requirements were violated, she may have a cause of action. There may also be a cause of action for elder abuse.

    See question