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Joel Richard Beck

Joel Beck’s Answers

151 total

  • What should the other partner do? Should the business be dissolved?

    What happens to a partner of an LLC and the entity itself, when one partner files bankruptcy and the other partner was unaware? How is the non bankrupt partner affected? How is the business affected? Should the business be dissolved. Business is...

    Joel’s Answer

    "It depends" is really the best answer anyone can give you based on these few facts. It is important to review your LLC's operating agreement, as well as any owners' agreement or members' agreement that the LLC members entered into, to see what provisions in those documents relate to your situation.

    This is a situation where you would likely be wise to consult with local, experienced counsel about the matter, your goals and objectives, and the options that you may have.

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  • Is it actually beneficial to have a lawyer form an LLC for me, or can I do it myself?

    I need to form an LLC for a small business I am purchasing, and have an S-Corp for tax purposes. I see so many websites that make it seem really easy, but is it actually so? Would I actually benefit from having a lawyer setup the company for me, o...

    Joel’s Answer

    You can set up a LLC with the state yourself. In my view, that's not where a lawyer adds the most value to the client. Here's what I see a good lawyer doing that adds real value to the client when forming a new business entity:
    * consult with the client to determine the most appropriate business entity type, and discuss the pros and cons of the different entities as needed
    * prepare the initial corporate records beyond the articles of incorporation or the articles of organization. The foundational documents may often include initial meeting minutes or written member or shareholder consents, minutes showing that managers or officers were appointed, adoption of an operating agreement or bylaws of the business, as well as authorization to open bank or investment accounts, etc.
    * provide the client with guidance as to what other legal and compliance issues the client may need to consider including business licenses, other required filings, DOL matters, etc.
    * provide the client with guidance on how their selected entity type operates, including how to sign on behalf of the company to help provide the limited liability as decrease the risk of personal liability.
    * provide the client with a business records book to maintain official business records in one centralized place, which may be helpful to show that the entity is not an owner's alter ego and to maintain the corporate veil of limited liability.
    * consult with the client about the need for other planning tools especially when the business is being opened by more than one person.

    The simple act of making the filing with the state is not really what you are hiring a business lawyer to do. It's all of these other things that are really more important. Many business lawyers working in this field charge clients a fixed fee for this type of work rather than bill on an hourly rate.

    In regards to your question of being the registered agent and listing your home address as the registered agent address, that address will be public record. Depending on the nature of the business you are starting, that may or may not be a good idea. That's why some business owners use the services of a registered agent company or their lawyer for registered agent needs.

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  • Looking for a securities lawyer for broker defense,arbitration.

    terminated by/B/D need advise and representation

    Joel’s Answer

    From your description, we can't really tell what you need, but the likely immediate need is to do what you can to protect your Form U5, and then gear up for any forthcoming regulatory examination that may launch based upon the U5 disclosure (all depends on why you were discharged).

    You may also have claims against the firm, and may have to defend their claims against you, if any (for example, the firm might pursue you to collect any outstanding financial obligations, including promissory notes to the firm).

    Finally, you'll have to deal with issues relating to moving firms, including both disclosing to them the reasons why you are making a move now, and then working to get registered and move your business.

    All three of these issues can present problems for you. Your best bet is to talk to some experienced securities regulatory attorneys and find one that is a good fit for you to provide you with some solid advice and counsel.

    We''d be happy to chat with you and see if we could be of service.

    Good luck.

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  • Can an individual open a day trading brokerage firm and have employees work for them?

    I understand that a license at the least would have to be obtained - what other requirements would there be?

    Joel’s Answer

    Yes, an individual can open a brokerage firm that engages in various types of business, including day-trading. And yes that firm can have employees. What they can do for their job will hinge upon a plethora of state and federal industry rules and regulations.

    I believe that the broker-dealer industry is the most-heavily regulated industry we have in the country. Your firm would have to be registered with the SEC, with FINRA, and with the states in which you are located and do business. Forming a broker-dealer takes time, capital, and some experience, and you'll almost certainly need to assistance of both a competent financial markets lawyer and an experienced broker-dealer consultant. Starting a new firm won't be cheap (which is why some folks look to acquire "shell" broker-dealers that are already registered). Additionally, you'll have to show the regulators that you have sufficient capital to provide for the business as needed.

    If you've not worked in the brokerage industry before and are not a licensed principal, then quite candidly, opening up your own firm will be difficult. While it might be done, you'll probably need to bring on other people to be in charge and manage the firm while you obtain the appropriate registrations and some experience.

    I would encourage you to consult with some lawyers and industry consultants before getting far down this path.

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  • What is the process of removing an equal partner from an Incorporated Business?

    I and my partner Incorporated a business in 2003. He has called a few months ago for me to remove his name from the business since he has not really been participating in the business. The articles of incorporation currently states we are both equ...

    Joel’s Answer

    There are a few things that should be addressed in this process. You have used the phrase "partner" but there are not partners in a corporation. Rather, you have owners (the shareholders), along with directors, officers and employees. You need to see how many roles this individual holds, and then address each of them, including the ownership issue.

    Often, when owners break-up, one will purchase the shares of the other, or the corporation will buy back the shares. Transactions need to be documented and the action needs to be in conformity with the corporation's by-laws as well as the state corporations code, and with any owners' agreement that you might have in place (commonly called a buy-sell agreement).

    I suggest that you consult with an experienced business lawyer for some guidance to ensure that all of the necessary steps are taken and that the actions are appropriately documented.

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  • As a broker-dealer, is a monthly transfer of the appropriate records to WORM (write once, read many) format SEC compliant?

    Applicable laws: SEC books and records regulations 17A-3 and 17A-4.

    Joel’s Answer

    Your question raises an important issue. FINRA and the SEC are both concerned about firms maintaining records in accordance with industry rules and regulations. And while you mention the need to be compliant with the Exchange Act Rules (17a-3 and 17a-4), recognize that if the firm is a FINRA member, then it will also have to adhere to FINRA's recordkeeping rules as well. Importantly, to maintain electronic records, notice must be given to the regulators in advance - see the provisions of 17a-3.

    If you are not immediately making electronic records but are maintaining some paper records, you'll need to ensure that those are retained in accordance with 17a-3, 17a-4 and FINRA rules before and through the transition to electronic storage. Well-written and tailored WSPs for record retention and the transfer process should be in place, and the firm should be sure to follow those, and the transfer and storage should be supervised and evidence of such supervision documented.

    Because you know that the firm will be examined on its record retention, I believe that it is a good idea to discuss the storage proposal with your FINRA liaison and seek to identify any concerns that they might have, so you can address them before setting up and implementing your system. The firm may also wish to bring in an industry consultant to help with this issue, and help draft and implement reasonable WSP portions covering records retention.

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  • How do I remove a member from a partnership LLC.

    My partner and I wanted to start a company and now I would like to have sole ownership of the LLC. The problem is that we have filed it as partnership already. How can we remove the other member of the LLC? Both members agree to it, but we do not...

    Joel’s Answer

    If this is a LLC and not a partnership (these are two separate ways to conduct business), and iIf all of the members of the LLC agree to the transaction, then it should be a pretty straightforward transaction; however, it may require revisions to an operating agreement as well as a members' agreement if those are in place, along with preparation of LLC resolutions and transaction documents.

    The paperwork and LLC records need to be in good order and the agreement as to the membership interests in the LLC needs to be properly documented. For these reasons, I respectfully suggest that you don't try to do this on your own, but instead engage an experienced business lawyer to handle this for you.

    If the departing LLC member does not agree to the deal, then your situation is going to be much more difficult, if it is even possible. Be sure to consult a business lawyer on this matter.

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  • The man who as managing my money & lost it all. had him arrested, and is currently being investigated by, the SEC

    He will be found guilty of fraud. by the SEC, I have all the proof. But until then is there anyway I can get some monetary compensation??? I am 75yrd. old & penniless. He lost my life savings. The investigation could take a year.

    Joel’s Answer

    You might be able to recover your money, you might not. It depends on the facts and evidence. You should focus your attention to seeking legal help for you, and not on what the SEC will or will not do. The SEC's investigation will be focused on enforcing federal securities laws and not on recovering money for you.

    You may have the ability to recover your damages from this individual and possibly other people and entities, but you need to consult an experienced securities lawyer for help. It likely won't cost you anything to speak with someone.

    Don't discuss the facts of the case with anyone else until you speak with a lawyer and receive legal advice tailored for your situation.

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  • As a previous financial advisor I have two written complaints. One false claim, and a misunderstanding by another

    client about the investment product recommended to them. Under FINRA guidelines, I can have the two complaints removed under the Expungement rules. What type of Attorney will not rape me, with respect to fees? and what are the total charges I shou...

    Joel’s Answer

    The type of attorney that you need is someone skilled and experienced in federal securities regulatory matters. While you might find someone in your geographic area, I recommend focusing more in the experience and knowledge rather than location. Since Finra rules and other securities law issues are generally federal in nature, you don't necessarily need someone right there in your neighborhood.

    Understand that disclosure events are becoming increasingly harder to have removed from your CRD record as the regulatory trend is for more disclosure. Under older rules, some disclosures aged off your brokercheck report after a certain period of time, but that is not necessarily the case now.

    In terms of fees, you would likely be paying either a fixed fee or an hourly rate for this type of work. The amount charged would depend on the specifics of your situation and your goals and objectives.

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  • I am trying to find a certificate of conversion form or an example of how to prepare one . I am conv. fr a corp to an LLC.

    I have completed the transmittal form as well as the articles of organization, I just need to get the certificate of conversion form completed to send off.

    Joel’s Answer

    Other lawyers have commented on the general certificate instructions. In addition, you need to make sure that your corporate records are completed properly and that the minutes/records document the necessary approvals for the conversion. In addition, please consult your accountant on what will be necessary to change the name for the FEIN, or get a new one, and handle all of your state account/IRS issues. Finally, once the conversion is complete and accepted by the SOS, you'll need to update the name with your vendors, suppliers, clients, etc.

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