By this I mean what if an entire population, for whatever reason, decided to only purchase products from one company? The company doesn't apply monopolistic tactics or aggressive business practices attempts towards any competition, people just dec...
This is one of the more interesting questions I have seen on Avvo. If consumers voluntarily patronize your business to the exclusion of your competitors because they like your service, your product, or you yourself, then becoming a monopoly may not be an issue at all. On the other hand if you were lowballing prices or doing things to really undercut your competition, you could cross the line. The law prohibits activities in restraint of trade.
You may not fall under the banner of federal antitrust law unless you are engaged in interstate commerce, which could be as simple as buying supplies from another state. However, your state may have parallel laws.
The policy opposing monopolies is to prohibit one company to reach a point where it essentially monopolizes the market and precludes competitors from having a fair shake at the market. If you are doing business as you always have and some external factors outside your control are driving customers to your door, you should be safe. Just be certain that you are not unfairly driving them away from competitors. Assuming that is the case, congratulations for providing such a desirable product and/or service.See question
How can you make a working employee a partner in LLC without them investing any money so that they will be responsible for their own taxes.
One of the beautiful attributes with an LLC is that you can make changes pretty easily. The controlling document is your operating agreement. If it allows the member(s) to determine the consideration for each new member, then simply identify the new member's contribution as sweat equity, intellectual property, or the like. You need not justify it. If you are a single member LLC now, you will need to amend your operating agreement to allow for your new member. Also be aware that once you have two or more members you will be taxed as a partnership (unless you elect corporate taxation), and you will have to file an annual Form 1065 with the IRS and issue K-1s to each of the members. All that is not a big deal--it is just a bit more paperwork.
Be certain that you document the entry of the new person in your operating agreement. Also be certain you spell out clearly governance--what voice does this new person have in decision making. You simply need to think ahead in taking this step so that there is no question about how distributions are to be made and no question about the governance of the company.See question
I am setting up a business in Canada where I will provide consulting services over the web and phone to clients in Asia. All that is required is a computer and internet connection for my business. Problem is, I currently reside and work in the U...
Your TN visa as you know has a three year term and is a creature of NAFTA. In infer that you are a Canadian citizen since you are in the US on a visa. The visa limits your work in the U.S., i.e., earning money in the U.S., for anyone other than your current employer. However, if you work for your Canadian company, though residing in the U.S., and all financial events occur in Canada so no monies are earned in the U.S. and non paid by U.S. enterprises, I believe you can safely operate your online consulting business.
Just be careful that nothing could cause confusion between your work for your American employer and your work at home in Canada (even though remote) and keep all the accounting clean. I would recommend all transactions through the Canadian company be in Canadian dollars, among other things.See question
Currently working in the US on a Canadian TN. Have opportunity to manage the Euro company sales in the US. What is the best way to do it? Because of investment required and no monetary help form the Euro company, do not want to go the E2 route. Wo...
As I understand it you work in the US through a Canadian authorization. Now a European based company has offered you the chance to manage US sales, which I assume will mean leaving the Canadian git. You could certainly open a US subsidiary of your Canadian company. If the Canadian parent owns the US sub, you could get an L1 visa eventually allowing generous travel. You could also open a sub of the European company but it sounds like you are tied to the Canadians. Your Canadian company in America could carry luggage on the train or other long hauls.See question
Hello, I own an LLC with three other members. Myself and two other members would like to adopt an amendment to the LLC so that I can make a capital contribution to the company. The issue is our operating agreement says that consent of ALL members...
You indicate that an amendment requires a unanimous consent. What consent, if any, is required for a capital contribution? Does a member need consent to make such a contribution. If consent is needed must it be unanimous.
If you need the vote from the missing member you could send certified mail return receipt requested. If that does not work make any other reasonable effort to contact him. If you are unsuccessful look at the statute and the formalities for suspending a member so his vote is not required. Disssolution may be an option, but a last resort.See question
I wish to start a business with a good friend of mine who resides in Mexico City. He currently does business all over the world. We are interested in tapping into US consumers. Can we start a business together and how do we do it?
Yes, a foreign national can own an interest in an LLC or a C corp. Setting up the company will be relatively simple. Planning operations to minimize taxation will require planning. Your distributions from the LLC will be taxed as ordinary income. The question will be how to assure that your Mexican colleague's profits are taxed only in one country and not both.See question
I am a partner in an LLC that recently opened a subsidiary LLC (where the parent company holds majority ownership). The subsidiary llc is a retail operation in which both my business partner and I work at. My question is are we able to be "employe...
I am a partner in an LLC that recently opened a subsidiary LLC (where the parent company holds majority ownership). The subsidiary llc is a retail operation in which both my business partner and I work at. My question is are we able to be "employed" by the subsidiary or how would that work? We do not have s-corp election currently in the parent LLC, and I'm just not quite sure how to do it.
A member of an LLC cannot be an employee of the LLC. He can only receive a guaranteed draw. However, if the subsidiary is owned by the parent and not be you and your colleague you can be an employee of the subsidiary. Assuming that you can elect S status fo 2017, you may be able to become employees of the S corp then acknowledged by the IRS.See question
I am a 40% shareholder in a corporation filed in Delaware. My partner & I (only 2 of us) have severed our relationship. The board is made up of 4 of us - 2 are not citizens of the US. Things have gotten dirty - My partner is stating that I have...
I would add just a bit to the earlier answer. It is true that a non-citizen may be a member of the Board of a U.S. company. He or she may not, however, be an employee of the company. I believe the director could be compensated as an independent contractor for services rendered, either individually or through his own LLC. If things are done virtually and he is always abroad, he could be paid abroad and that would be permissible. Restrictions on compensation to immigrants is intended to avoid the loss of U.S. jobs. Clearly the director is not depriving someone of a regular job. A measurable number of publicly traded companies have foreign nationals on their boards who are paid well.See question
We're forming a 2-member LLC (partnership). The members make equal initial capital contributions. Ownership is initially 50/50. The op agreement will say that Member A spends 3 times as much time on the business as Member B & is allocated 75% of t...
You can accomplish your goal, but you definitely need an operating agreement drafted by a business attorney who both knows LLCs well and who knows the related tax laws well. As you may know, you can distribute in any percentage you wish so any agreeable formula is fine. Someone with a 50% capital interest could receive 75% of the profits. If I understand correctly, you, however, want the equity interest to gradually evolve to a 75-25 split.
If that is correct, you could conceivably have your fellow member contribute some of his excess distribution to capital, building his capital account gradually over time. For example, if the business earns 100,000 and profits are split 75-25, Member B will receive 75,000. Member B could contribute some portion of the $75,000 to capital voluntarily, thereby building his capital account. Alternatively, capital contributions can come in the form of "sweat equity." By mutual agreement you could provide that you could structure your LLC with a finite number of membership units, e.g., 100,000, and then distribute 25000 units each. You could also grant Member B 50,000 unvested units that would vest gradually over time. Alternatively, you could distribute a certain number of units to Member B each year as a bonus. Doubtless there are a few other formulae that would work as well.See question
Im opening a new business and don't want the general public knowing whos opening the business. Is there a way to do this. I know about fictions names but still don't want be on public record. Can I open it with just the corporate name as the regis...
The simple answer is "yes." Pennsylvania requires only the identity of the "organizer," who can be an attorney or someone else. There is no requirement to reveal your name in the filing documents. You could also use a "nominee" who holds the LLC in trust for you. Another option is to create a trust or another LLC to hold your interest in the new company. If you want to protect your identity, I strongly recommend that you seek assistance from a business lawyer who works with LLCs regularly.See question