If my company needs to register in California as a foreign corporation, when is the right time to register it? Business details: It is an online service (a mobile app) that connects hairstylists with people for free. This service is available...
I must say that the first question in my mind is why in the world did you create a C corp in Delaware and not use either an LLC or elect S corp status. Generally a C corp is not a wise choice for a company like yours.
Although there may be some niceties to consider in determining whether your company is doing business in California, I think that the fact that you reside in California and that the services are provided through your activities in California, more likely than not would lead the State to find that you are doing business in California. Registering there is expensive, more expensive than most states, but I think it would be unwise not to do so.
I regularly set up Delaware companies for clients both in the U.S. and outside the U.S., and if a company owned by my client were active in California I would certainly advise that it register there. Registration is just a cost of doing business in California.See question
Indiana code states "Unless otherwise provided in the operating agreement, profits and losses must be allocated on the basis of the agreed value, as stated in the records of the limited liability company." What records are they referring to? Wha...
Your circumstances underscore the importance to LLC Members of drafting operating agreements, and the importance of retaining counsel familiar with LLC's in setting them up. Too often issues arise later that could easily have been addressed in the agreement.
Typically members agree on the percentage of ownership each has in the company. That percentage then informs how profits are reported for tax purposes, since an LLC is taxed like a partnership at least for federal tax purposes. If each member owns an equal share, each member gets an equal percentage of the profits.
If each member contributed money to the company, the value might be the percentage of the total contributed by each member. Your accountant should be able to guide you in this matter.
Once you determine the ownership share of each member, I urge you to have a proper operating agreement drafted to address this and other issues that may arise over time.See question
i am a self employed contractor and i have a client (church) who is now 120 days past due on an $85,000 invoice. when i made the agreement, the invoice was due when the work was completed and then i noticed that they changed the terms on me and ke...
I urge you to seek out a real estate or construction attorney in Texas. In most states as a contractor you can file a mechanic's lien against the property. Eventually, if need be, you could foreclose upon the property. Alternatively you may be able to sue to recover if need be. Move quickly though as there is usually a short period in which to file any lien. There is enough money involved here that you should not find that legal fees will eat too much into your recovery. Although you need to make the business decision, if you presented this situation in a state in which I practice, I would suggest you pay my hourly rate rather than having the case done on a contingency, at least if you can still file and foreclose upon the lien.See question
hello I'm based in US. trying to figure out how to keep my trade secrets confidential while working with a content developer in India. I wanna prevent him from contacting my contacts in the US, using my name on his portfolio, etc. I'd apprecia...
You cannot guarantee enforceability even in the U.S. If someone breaches the NDA typically you must litigate to enforce it. The same would be true in NDA. What you might do is to provide for international arbitration through the AAA or another organization in some neutral location, e.g., the UK. The agreement should shift all costs of litigation to the other party if the NDA is breached. Reach out then to an Indian lawyer to determine whether there is any provision of Indian law which would strengthen enforceability. You certainly want to avoid any arbitration or litigation there, so the question is whether you could effectively litigate and shift costs to the defendant in India, to compel the defendant to arbitrate or the like and to do so in the forum identified in the Agreement. In short, in addition to the protective language of the NDA, you need to build in the best possible mechanism for enforcement in that NDA and there an Indian lawyer or one of the many Indian lawyers who also practice in the U.S. could be helpful.See question
I need to hire a foreign consultant to work with me on permanent makeup training in the USA. I am holding training for my very successful permanent makeup school. I have found the co-trainer that I want to hire. Her ability and mastery of the w...
You probably will want to obtain for her a an H1-B visa. That allows her to work for the company sponsoring her and only that company. There is a limit on the number of such visas granted annually, but I suggest you contact the U.S. Citizenship and Immigration Services https://www.uscis.gov.
You will ultimately need an immigration lawyer to help. Most of them charge a fixed fee for the work, so you may wish to shop around a bit. Make sure you get someone with experience though. My partner does a lot of H1B work for employers and we had a young associate who really made some serious mistakes, so you should get good guidance through the process. Good luck.See question
had a start up tax business with 3 partners on Jan 1. 2015. we had a mutual agreement that none of us would take any draws this year as we needed to cover overhead/rent through the remainder of the year. We ended tax season being debt free and eno...
Distributions from the company can only be made pursuant to its operating agreement or in the absence of an agreement, pursuant to state law. Your fellow member of the LLC had no right to help herself unilaterally. Any distribution to any member would usually require an affirmative vote of all members.
You could certainly sue her for breach of her duty to the LLC, essentially converting LLC funds for her own benefit. If she has sued you, you should certainly counterclaim for those funds on behalf of the LLC.
Her breach of contract suit likely has little vitality, in that her own action was arguably a breach. A big factor is whether you have a definitive operating agreement which would address the rights and privileges of members.
If you are in litigation you will need counsel. I urge you to find a business attorney who litigates. This is not complex litigation but your counsel needs to really understand the ins and outs of LLCs.See question
As an Iowa Limited Liability Partnership engaged in publishing books, does any state/federal law require to carry liability insurance for selling books in the US? We plan to market to customers all over the US, but we don't have physical presenc...
The question is not where you are based, but rather to what liability are you exposed. Theoretically, if you sell a few books in a particular state, that state might not have jurisdiction over your company. However, someone could sue you in Iowa for acts occurring in another state.
The bigger question is what is your exposure. What kinds of liability might you incur other than a product dispute, e.g., someone orders books and is dissatisfied. Check with your insurer locally--someone who does commercial insurance. You should be able to obtain insurance from a commercial carrier insuring you against reasonable and foreseeable risks no matter where the books are shipped.See question
For trading business especially with middle east side ! Can we do the business legally under LLC TYPE ? Business would be import or export or trading of good from usa to dubai or saudia
I am a business attorney and this issue comes up a lot. Whether you use an LLC or some type of corporation depends in part on who owns the U.S. company. There are various factors that go into the decision as to whether to use an LLC or something else. You can, of course, opt on the LLC.
You can generally do business in the Arab countries you mention. I have a few Tunisian clients doing business here. The regulations you face depend on the product or service you will provide.
Taxation is always another key factor to use in your assessment. Here again, taxation is tied in part to who owns the company and the form in which it is structured.
I would be happy to discuss without obligation if you like.
Ken SprangSee question
We are two co-founders, formed a Delaware C-Corp in Feb 2015, established with 1000 shares at no par value, Ownership is divided 60-40 between the co-founders, we then filed an amendment & increased the shares to 15M at 0.0001 par value (we didn...
You may be putting the cart before the horse here. Why have you gone to 15 million shares with no investors on hand. If you get outside investors they will be clear what they want. If your shares are truly worth $0, you might be able to do a rather exotic stock split and give yourselves the 12 million shares. I am also wondering whether you have proper bylaws, etc. and whether directors have been properly elected and shares properly issued.
My partner and I do a good deal of this kind of work and much of it in Delaware. To be helpful I would want a great deal more information, including the nature of your business, the product or service to be sold, and whether you have the requisite business plan and financials for outside investors. I am also wondering why you have chosen a C corp rather than making an S corp election, unless you know you are going to have institutional investors in short order.
You are in an arena where you could shoot yourselves in the foot and raise questions in the minds of investors absent your retaining counsel to make sure all is in order.See question
I would like to open my own business via a Sole Proprietorship and therefore being able to stay in the USA. Which visa can I apply for ? E1 E2? Would the Sole Proprietorship be enough to have the visa granted? Thank you
I fear you are going to find it much more difficult than you anticipate. If you establish a U.S. company you would not automatically get a visa. I suggest that you contact the U.S. UCSIS, the immigration office to inquire about the requirements for a U.S. visa.
Good luck.See question