Partner is still working on partnership agreement, we did sign the lease on the property and begins on December 1st... Partner doesn't know how much capital i have.... I asked him about how much capital we're are both bringing into the initial sta...
You need to talk to your business immediately and let him know your situation. It is imperative that you are upfront and honest, otherwise the business partnership is doomed to fail -- and probably fail quickly and horribly.
Depending on how the conversation goes, you may want/need to talk to a business lawyer to help you work out an arrangement with your business partner.
Both of these conversations should be done sooner rather than later.See question
I'm trying to buy a business for $30,000. Will this purchase implicate SEC regulations or will a simple purchase contract suffice? Are there any reporting requirements?
Probably not, but you should really talk to a business attorney and have them help you with the transaction. Even though the purchase price might only be $30,000, there can be a lot of liability attached to the business that you would inherit (and could possibly be brought against you personally), such as unpaid taxes or workers' comp bills. A good attorney can help you avoid this and make sure you don't end up with any surprises down the road. And he or she can tell you whether there are SEC/Ohio securities issues as well.See question
I know that now only investors that make over $200k are allowed to invest in businesses but what if the person that invests wants to be a working partner. Example: I own 100% a bakery (LLC) and I want to bring a partner who would own 40% (60/40 sp...
As I understand your question, you are looking to bring on a business partner into your LLC who would be actively working in the business. Based on that, there are no SEC issues.
Under the Securities Act and subsequent rules, ownership interest in an LLC is usually only considered a security if the interest is held purely for investment purposes and the owner is not actively engaged in the business of the company. If the interest owner works in the business, then the interest is generally not considered a security under federal law.
So, assuming my reading of your question is correct, if you bring on a new owner who will be working in the business and not just a "silent" partner, then there is no security under federal law and therefore no SEC involvement.
That all being said, securities is a complex area of law with some substantial penalties if you violate the various provisions. I would highly recommend you speak with an attorney who handles these types of issues to make sure you are complying with the laws.See question
My friend and I started a small upcycle business 2 yrs ago as 50/50 partners.No contract signed. We tax id & vendor lic. Instead of buying supplies & merch. from the bus acct, we each buy our own, paint it and then sell it at a craft show. So if...
If I was advising you, the first question I'd have for you is 'what are you looking to achieve by dissolving your partnership?' Because you may not be able to get the benefit you think you will.
If your business is taxed under general partnership rules, then the profits and tax gains/losses are passed through to you individually as owners -- the partnership itself does not pay taxes. Often this is done in proportion to your ownership interest (50/50 in your case), but it doesn't have to be so. You can ultimately divide these up however you want, so that the end result is that you each get attributed the profits on the pieces you bought, fixed up, and sold. If the taxation piece is your main concern, this can easily be adjusted.
If you will be selling items together and splitting the cost of the both fees, then technically that still be might a partnership, albeit an informal one. So you don't really get anywhere. The only way to completely get out of a partnership with your partner is to completely separate yourselves. That means no sharing of spaces or anything else. Or have an expense-sharing contract that makes it clear you are just sharing the booth space cost and are not partners.
In Ohio you are required to have a vendors license and collect sales tax on your sales, even at craft shows. This won't change just because you are no longer "partners." You will still have to have your own vendors license.
So again, it all comes down to what you are looking to accomplish. Can you dissolve your partnership with her? Yes. But you need to know whether doing that will actually accomplish your goals.
Of course, sitting down with a business lawyer to talk about your situation and options is always a good idea.
Good luck.See question
I'm just about to fire up my website to start charging people and for some reason a thought fluttered through my head. Do I need a business license on top of the LLC I registered? I followed the Ohio Dept. of Commerce pages to set up the LLC and ...
Unless what you are doing is a regulated profession, there aren't many state-level "business licenses" to worry about. As has been mentioned, there could be something at the local level which you would want to check out. In addition, Ohio is one of the few states where once you have set up your LLC there are no further filing or fee requirements (some states require annual or semi-annual filings and fees on businesses).
Depending on what your business is, you may have to sign up for a vendors license and collect sales tax. There are some exceptions, but generally if you sell a product to an Ohio consumer that sale is taxable. There are also some taxable services such as lawn maintenance. You can get more information on the Ohio Dept. of Taxation website. Or, you can contact a business attorney for help.
Good luck with your business.See question
Can a company in Ohio force you to sign a no compete contract if you didn't sign one when hired? I am looking to move on to another company and I am wondering if I must sign a no compete contract?
A company can require you to sign a non-compete when offering a job or at any time to keep your job. Unless you have an employment contract that says otherwise though, Ohio is an at-will employment state so you can quit whenever and they can't require you to sign a non-compete in order to leave.
If you are planning on leaving anyway you shouldn't have to worry about a non-compete.See question
I started an LLC in ohio. Do i need to add LLC after my company name to everything i have for the business? i am asking for things like the website url marketing material pens and swag for conventions etc.
Yes, unless you register your "non-LLC" name as a trade or fictitious name.
Using "LLC" at the end of your name tells others that you are an entity and not a sole proprietorship. If you fail to use the "LLC" someone could go after you personally.
To avoid this and allow for better branding, you can register the business name without the "LLC" as either a trade name or a fictitious name. The law says that if you have your name registered, then someone is presumed to know you are acting as the underlying entity and therefore can't use that to go after you personally.
So bottom line, you will use the full name with "LLC" for contracts, bank accounts, and things like that. For branding purposes though, you can register the "non-LLC" name with the Secretary of State and then use it on your website, pens, etc.
Hope that helps.See question
In an LLC you talk about equity in the operating agreement. What is the c-corp equivalent? Would I do this in the bylaws or is this done in the shareholder agreement or in some other document like the buy-sell agreement?
The ownership of the shareholders of a corporation is found in the stock ledger. You gain ownership in a corporation through buying shares of its stock. The purchase is recorded on the ledger, which shows the purchaser, how many shares were purchased, and the price. The ledger is kept with the other records of the corporation.
This is just one example of the difference in the formalities required by a corporation vs. an LLC. If you are looking to start up a corporation, you really should get the assistance of an attorney because if you mess up the formalities it could open the door for someone going after you personally and disregarding the corporation down the road.See question
I have an LLC and I want to take on venture capital funding. They want me to be a c-corp in order to do this. How do I change my business from an LLC to a c-corp?
First of all, there are ways you can get venture capital without converting to a c-corp, even if the venture capital funds are requesting it, by the use of an intermediate entity that is a c-corp that invests in the LLC. You can read an article about it here: http://www.inc.com/ryan-feit/don-t-let-venture-capitalists-force-you-to-convert-to-a-c-corporation.html.
If you end up deciding to change to a c-corp, there are two ways in Ohio you can do it. First, you can convert the LLC to a corporation through filing with the Sec. of State and following the conversion laws. Or, you can create a new corporation and merge the existing LLC into that corp. Which way is better for you is something to talk to a local business attorney about it.See question
I'm starting a C-Corp and I want to know everything I need to be legally compliant and legally protected (bylaws, articles of incorporation, operating agreement, do I need a board, do I need to have meeting minutes, do those minutes need to be fil...
Do you need the following for a corporation?:
1. Bylaws (aka Code of Regulations) - yes
2. Articles of Incorporation - yes, this is what you file with the Sec. of State to form the company
3. Operating agreement - no, this is for an LLC
4. Board - generally, yes
5. Meeting minutes - yes
6. Minutes filed - no
You also need:
1. Initial corporate actions
2. Subscription agreements
3. Share ledger
5. Separate corporate bank account
You may also want the following, depending on your situation:
1. Shareholder agreements
2. Buy-sell agreement
The above lists are not comprehensive, and the specific items you need will vary based on your circumstances. If you are truly concerned about legal compliance and want to be sure you and your co-founders are protected, you should talk to a local business attorney and hire him or her to help you with these issues.See question