The environment is hostile. There are 3 owners and we also work as managers within the business. I would like to know how to properly exit. I have asked for a buy out and they have not responded
First, for clarity, if you own part of the LLC, you should not be treated as an employee. You might receive a guaranteed draw, but you should not receive a W-2. LLC's are disregarded entities for tax purposes, so the draw is a form of distribution of profits, but it is structured to be paid in a more regular fashion.
If your colleagues will not buy you out, the normal remedy is to ask a court to dissolve the LLC and distribute the assets that remain after liabilities are paid. Ideally there would be a provision for buyout in your operating agreement for a member who wants out, but it sounds like you may not have such an agreement.
The buyout ideally will be at fair market value, which may require an appraisal, absent an agreement with a different valuation.
If you do not have this issue addressed in your operating agreement, this will be a "teaching moment" for you and readers of the importance of a carefully drafted operating agreement.
Please answer my every single point. 1) I want to give international buyers chance to purchase products from ebay walmart amazon. So that I want a international package forwarding business operating from New York. 2) I want to make a website l...
This is a question that requires some discussion so that an attorney has all the needed information. I can briefly give you a quick answers;
10 answer points
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How can I setup a package forwarding business like www.shipito.com or www.myus.com ????
Asked 1 day ago - Ozone Park, NY Flag
Practice area: LLC
Business Incorporation Limited Liability Company Naming a business
Please answer my every single point.
1) I want to give international buyers chance to purchase products from ebay walmart amazon. So that I want a international package forwarding business operating from New York.
You can do that by setting up an LLC or a corporation and then beginning your business. You should be aware that some of the online stores like Amazon actually have operations abroad. You might do well to inquire whether you could acquire a "store" on Amazon and to see if the other companies offer that opportunity. With a store, the customer orders, you get a percentage of the price and Amazon packs and ships.
2) I want to make a website like www.shipito.com or www.myus.com to give this service to international buyers.
There are thousands of web developers throughout the country. Prices range from a few thousand dollars to hundreds of thousands. I some instances less than $1000 will get you a site.
3) I want to run this business from my garage to store all the package comes to my address and I will repack and send it to the delivery agency like www.shipito.com / www.myus.com or company like dhl / ups / fedex to deliver worldwide.
It certainly would be easier to have a third party do the shipping. That way you may not need an export license and you eliminate the necessary infrastructure for shipping.
4) I will use to make shipment via company like shipito or myus but I do not want to share it or speak it as I want to contact some websites like bestbuy or walmart those do not ship internationally to use my service for international shipping.
If those stores do not ship abroad, then you will be providing a service of value to some persons abroad, if the shipping costs can be contained.
5) I have a partner in Bangladesh who will work for this business. How can I make him partner or how can I authorize him as the owner or contributor for this business. He is going to do all of this for me as we love each other.
Your partner can own as much or as little of the business as you like. Your first step should be to build a budget for the business. If you create either an LLC or a corporation you and your partner can split ownership as you choose. The cost for all you are asking will vary from lawyer to lawyer. I strongly suggest that you seek a business lawyer, not someone who does business matters as well as numerous other things. You will need some tax and other guidance, too. With again the caveat that it depends on multiple factors, I would budget at least $2500 to get your company set up, to get fundamental advice in operating it and some guidance on the avenues you want to pursue. Fees and out of pocket costs could be higher or lower depending on your needs and the lawyer's fee structure. Fees vary a good deal among lawyers.See question
i need an small business lawer to review contract and form llc. . this is my first business . i inquired with some lawer about the fees which made me scared . are there any lawer who can help me with flat fees . As being the first and its a sm...
As others have noted, you should be able to find a lawyer who will do the work for a flat fee. In my own practice where I set up a lot of companies, I have moved to a flat fee and I think that custom has expanded throughout the country. Of course, fees range widely among firms. Use Avvo to look for someone in a smaller firm who does a lot of business work, including setting up new companies. I don't know what you were quoted but I do know that just the registration fee for an LLC in Texas is $300. An experienced attorney can provide you a new LLC and the necessary operating agreement for 2-3 hours time at the outside, assuming that you are a single member LLC or that you have just a few members. Someone who does a lot of this work can do it more quickly and hopefully can provide it to you at a flat fee that you can live with. In our area, Washington, DC, where costs are higher, a complete LLC would likely run, with registration costs, $1200-$1800, including the filing fees. Fees here though are lower than in Texas, so our total cost may fall in that same range. I do urge you though to find a small firm experienced in this work. There is something to be said for the adage that "you get what you pay for." I have seen too many problems arise when someone sought to create the company himself or herself or sought a cheap way to do the necessary work.See question
I signed a non compete contract at a radio station, when I took an advertising sales position. I quit after only two days of working there. I never seen an account list, nor did I go on a sales call, nor did I see a rate card. I quit because I cou...
Although I agree you need to consult with Alabama counsel who is familiar with employment contracts and non-compete clauses, the general common law rule applicable throughout the country is that a non compete provision must be reasonable in terms of time and geography. I suspect that the clause may not be enforceable since you were there such a short time, and there is no pragmatic business reason to enforce the clause. Speaking from my own experience reviewing these clauses, I doubt that an attorney who knows the area well will need more than an hour of time to review the clause and advise you.See question
We have a registered LLP that does business internationally. We are being sued by a manufacturer for failure of payment. Even though some of the work was wrong and we had to compensate chromate for faulty work. We offered to set up a payment plan...
I assume the LLP is registered in New York. Under New York law:
"Except as provided by subdivisions (c) and (d) of this section, no partner of a partnership which is a registered limited liability partnership is liable or accountable, directly or indirectly (including by way of indemnification, contribution or otherwise), for any debts, obligations or liabilities of, or chargeable to, the registered limited liability partnership or each other, whether arising in tort, contract or otherwise, which are incurred, created or assumed by such partnership while such partnership is a registered limited liability partnership, solely by reason of being such a partner or acting (or omitting to act) in such capacity or rendering professional services or otherwise participating (as an employee, consultant, contractor or otherwise) in the conduct of the other business or activities of the registered limited liability partnership."
The exceptions mentioned apply to professionals like doctors and lawyers and to LLPs where the partners have agreed to accept liability.
Assuming your LLP is properly registered and in full compliance with the applicable statute, the partners should not be personally liable. Liability will be limited to the assets of the LLP, the same as with an LLC. Hopefully counsel for the two sides can get the manufacturer to be reasonable and recognize that a reasonable payment plan is better and more financially advantageous than long, protracted litigation.See question
If I'm starting an LLC with my wife and we want to own the LLC together as tenants by the entirety, do we need a single member or multiple member operating agreement? Also is there any magic language we ned to include? Different lawyers hav...
Depending on how Mississippi interprets its rule for tenancies by the entireties, you and your wife may be able to hold your interest in the LLC as tenants by the entireties. At least one Mississippi court decision from 1955 found that a tenancy by the entireties was recognized at common law and remains the law unless abrogated by statute. As nearly as I can tell, Mississippi has not abrogated that doctrine by statute, so you and your wife should be able to own the LLC as tenants by the entireties. In creating the LLC, your owning an interest jointly as husband and wife would not cause the LLC to be treated differently. If you and your wife owned it as separate members, it would still be disregarded and not treated as a partnership according to the accountants with whom I have spoken. As to the operating agreement, the question is a bit grayer. On the one hand, a couple owning property as tenants by the entireties essentially are acting as one person, i.e., the marriage owns the property, if you will. On the other hand, pragmatically there are two of you. In my view you can treat the agreement either way. You can make it a single member LLC and simply provide for whatever role your wife will play in the agreement, or you could conceivably characterize it as a multi-member LLC. Since the LLC is a creature of statute and the taxation of it is governed by statute, in one sense the ownership defined by common law is a different element, and I believe that you could own it by the entireties but govern it as a multi-member LLC. A simpler solution might be to treat it as a single member LLC in which 100% of the units or interest are owned by you and your wife by the entireties, and you can make her an officer or co-manager if you like, giving her a role in the LLC without allocating a property interest in either of you individually, but rather putting the entire property interest into the tenancy by the entireties.See question
Now our Church needs to retain a lawyer who is very experienced in translation industry to take care of our translation contract ( especially the liability of omission and errors in translation). Do you have any lawyer to recommend? Many thanks!
Can you elaborate a bit? Avvo now prohibits lawyers from offering our services directly--I believe you have to reach out to speak with someone. My first question is "what is the nature of the translation" and "how much of it is there?" As a general rule, contracts all tend to be similar. Providing indemnification for errors and omissions is not unusual. I believe that any business lawyer who regularly represents and advises businesses and drafts contracts can likely fulfill your needs. If there are issues unique to translation, advice should be readily available from contacts in that industry.See question
I am an American currently living overseas and expect to be overseas for another year. I am fearful that I might need to be physically present in order operate the business and qualify to purchase insurance such as liability insurance and worker'...
You can create a company in the U.S. with little problem. I happen to prefer Delaware to Nevada but you could use either. I would not organize in California until you come back, assuming you will live there. California is one of the most expensive, if not the most expensive, state in the country in which to create an entity.
You don't need workers comp etc. unless you have employees. If the business is on line and you are operating from abroad things will be relatively simple. For example, if you organized in DE but operate from abroad there will be no DE tax, though there will be federal tax. If and when you hire employees or do something else to establish a bona fide physical location for activity, you will need to register in that state as a "foreign" company. Hope that helps. Oh, the process can be done in a day or two.See question
Homeowner paid G.C. and G.C. refuses to pay sub- contractors.
You should consult with a local real estate or construction lawyer. In some states, e.g., New York, money paid by an owner to a GC is held in trust for the subcontractors. Failure to pay that money to the subcontractor like yourself opens the GC to significant liability. If there is a parallel statute in NM, that could be helpful.
You should also be able to file a mechanic's lien against the property. That will not make the owner happy and might lead the GC to step up and pay you. Look at Title 48 of the New Mexico Statutes. There are several provisions but the following is a place to start:
48-2-2. Mechanics and materialmen; lien; labor, equipment and materials furnished; definition of agent of owner.
Every person performing labor upon, providing or hauling equipment, tools or machinery for or furnishing materials to be used in the construction, alteration or repair of any mine, building, wharf, bridge, ditch, flume, tunnel, fence, machinery, railroad, road or aqueduct to create hydraulic power or any other structure, who performs labor in any mine or is a registered surveyor or who surveys real property has a lien upon the same for the work or labor done, for the specific contract or agreed upon charge for the surveying or equipment, tools or machinery hauled or provided or materials furnished by each respectively, whether done, provided, hauled or furnished at the instance of the owner of the building or other improvement or his agent. Every contractor, subcontractor, architect, builder or other person having charge of any mining or of the construction, alteration or repair, either in whole or in part, of any building or other improvement shall be held to be the agent of the owner for the purposes of this section.See question
I started a web design LLC with another person. I put up 100% of the money and the agreement was that I would put up the money, bring in the clients, and he would do the work since he's a programmer/developer and I'm not. The company is in debt du...
The first question is whether you have an operating agreement executed by both of you. If so, what percentage of the business does your partner own. Do you have any written agreement?
In the absence of an agreement, there will be some question as to whether your partner has any interest if in fact he has contributed nothing. You could sue, but that will cost you several thousand dollars at least, and the question is "what would you recover?"
You might be better served by working out an agreement for your fellow member to withdraw without any consideration (payment). You will have to address the debts and you can ask for him to contribute. However, I think as a practical matter you are better off cutting a deal to get rid of him and then trying to move the company forward, or simply dissolve the company and start again. If he is truly a member the two of you will share responsibility for the debts of the company if the company is dissolved, as assets and liabilities will go to the members.
Hopefully you have an operating agreement to guide you through this. If not I urge you to be certain you have a well drafted agreement for any company you might start in the future, or get an agreement for this company.See question