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Markus May
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Markus May’s Answers

109 total


  • What should I do ?

    I'm president of corporate and I'm selling the business, so we thinking to just change the officer names of corporation take mine off put his on and that way he's not opening new corporation but just taking over. How do I take my name out of all t...

    Markus’s Answer

    The simplest way to do a sale is a simple stock assignment/transfer. But there are a lot of legal and tax implications. The officer names have nothing to do with ownership. If this is truly a corporation, the Shareholder(s) own(s) it. The board of directors has overall operating responsibility and the officers run the day to day affairs. The new shareholder would elect a new board and officers. However, most buyers don't want to do a stock sale for liability and tax reasons.

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  • Do I need an LLC, Terms of Service and Privacy Policy if I am an individual testing business idea?

    I have a sole proprietorship. I'd like to help people buy tickets to entertainment events. I would collect their credit cards via Stripe, so I never have to collect them manually. Eventually, I'd form an LLC. But to test the idea, if I sell to jus...

    Markus’s Answer

    There is no legal requirement that you do business as an LLC or a corporation, nor is there a legal requirement that you have terms of service or a privacy policy. Whether people will want to buy from you without the latter 2 items is a question. Whether you want to operate as a sole proprietor without the legal protection of a limited liability entity is another. If you just plan to run the concept by friends and family who won't sue you if something goes wrong (think identity theft and not just not receiving their tickets) and who don't require contracts, that is a business decision you can make looking at the risks. If you decide to go forward, you will likely want to hire a business attorney to help.

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  • Do Attorneys generally go in for a LLC to protect themselves?

    I am a new attorney looking to start up my own solo practice, but would want to do it under LLC. for the limited liability protection ( thinking Nevada), Do Attorneys generally set up their LLC's?

    Markus’s Answer

    Look at Dass v. Yale. Under that you could set up an Illinois LLC and have no liability for your own fraudulent misconduct if manager managed. Having said that, that case was poorly decided in my opinion and will be either overturned by a future case or we will be changing the LLC law. In addition to liability protection, though you will generally be liable for your own wrongdoing unless Dass controls), you can get limited liability for wrongdoing by other agents and with respect to contracts, consider how you want to appear to clients, not having to provide social security number, tax aspects, corporate formality requirements, retirement plan contribution limits, etc. I switched from an s-corp to an LLC earlier this year. Suggest you join the DuPage County Bar Association and network with other attorneys to discuss these things - of course make sure they know the pros and cons and work in this area as not all attorneys know what they are doing. Had one client a few years ago who owned a bunch of properties and his law practice (with associates) as a sole prop. - big mistake.

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  • Could an Umbrella Liability replace an LLC?

    I originally thought that I should put my buildings in separate LLC's. I am also thinking about getting umbrella liability insurance to cover my properties instead of putting them in LLC's. My goal is to handle my evictions myself. I have bad expe...

    Markus’s Answer

    If your insurance will cover everything that comes up and pays out timely, then you would be fine.... But insurance doesn't cover everything. Example, small child dies at property... do you have enough insurance? If not, then you have personal liability and lose the other properties as well. Or you have a contractor who messes up and the building isn't up to code and work needs to be redone, and the contractor also went out of business and didn't pay the subs, now you have liens and liabilities which are not covered by insurance. Or a bank forecloses on a property and there isn't enough equity... but there is in other buildings and so they then sue against those..... etc. Enough examples, I tell clients to use LLCs (not series LLCs as they generally don't run them right and the law is unsettled in that area) until they are big enough that it doesn't make sense to have a bunch of entities out there....Suggest you find a good attorney to handle your evictions, but remember evictions in IL, and Chicago in particular, are hard to get done quickly due to our laws. Getting the law changed would be a great thing, but unlikely to happen.

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  • Do I need to apt for new LLC and EIN to work in Illinois or can I go off DBA under current michigan LLC?

    As an independent contractor, I currently have a license under michigan LLC and would like to expand to Illinois. Even though our homestead is michigan address we also have another home in Illinois.

    Markus’s Answer

    Generally speaking, you can register a foreign LLC to do business in Illinois with the Secretary of State. If your profession has other licensing requirements then you may need to register with the appropriate state or local authority as well. You will likely have to split your income tax between the states and may have to register with IDES and Department of Revenue depending on what you are selling and if you have employees, etc. A good local accountant can help with much of that.

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  • Does he need a trademark/business attorney?

    My father has started his own business and I want to make sure he is protected legally. He has a partner that I feel may be taking advantage of him since he has not shown him any type of business papers or contracts between them. My father was the...

    Markus’s Answer

    If it truly is a partnership and not a corporation or LLC, that should also be fixed. Suggest your father sit down and explain the entire situation and what he thinks it should be like. He should also bring all supporting documentation to the meeting. Then the attorney can recommend a course of action. Possibly setting up a new entity and having an ownership agreement with the other "partner" in addition to the other things noted above.

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  • Refund for garage sale item?

    I sold a car dvd player for $25 at garage sale. The gentleman who bought it came back 3 days later wanting his money back saying it didn't work. It was used 3 times for 3 trips and worked beautifully, last trip being 2 years ago. Am I required ...

    Markus’s Answer

    Legally, possibly not as it was probably sold "as is" at a garage sale and you may not qualify as a merchant dealing in those good so an implied warranty of fitness for a particular purpose probably doesn't apply. But 2 things. (1) if someone sold you something that didn't work, would you want your money back? Of course you would and you have returned things to the store for this reason. So morally, just take it back and pay the $25; and (2) he knows where you live - if he eggs your car or puts a stone through the window, it will cost more than $25. Him suing? Doubtful....

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  • Help in filing a S Corp in Illinois regarding "Stock" section.

    I am creating a S corp with my husband. We don't know what to enter in the section "Stock", Number of shares authorized, share proposed, consideration to be received. We won't have any employee, so it will be only the two of us.

    Markus’s Answer

    If you create an S corp you will need to meet the corporate formalities to avoid possibly losing any liability protection. You clearly don't know what these are and would be unlikely to actually issue the stock, create bylaws, hold annual meetings etc. So why not set up an LLC that doesn't need to do all those things? The LLC can elect to be taxed as an S corp if you are doing this in order to try to save on FICA and medicare tax by paying a "reasonable" salary and taking the rest out as an owner distribution. Note you will need to file an extra tax return for the entity and will be limited on your own retirement contributions to 25% of that "reasonable" salary. . For S corps there is an Illinois replacement tax. And don't just start this with $1,000 of initial capitalization. That is a "flimsy" amount and may lead to losing your personal liability protection as well if the company is ever sued. Probably would be worth your time to pay an attorney for an hour of time to explain all these sorts of things to you.

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  • How can I get a lawyer's opinion on a two page written business contract?

    I would like to share a business address with someone who has already got one. So, I drafted a two page contract for her to sign as a proof of her agreement to let me use her business address as well.

    Markus’s Answer

    Sounds like a lease or sub-lease to me. If a sub-lease, make sure the original lease allows it. If a lease, make sure you have good tenant lease protections including length of lease and amount owed.

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  • If I convert an LLC from the state of IL to The state of CA what procedure do I have to get done in the state of IL?

    I am moving my IL LLC and convert it to the State of California. I have sent in the application forms requested by the state of CA, however they do not mention anything about IL. 1) What should I do with IL , can you be specifi...

    Markus’s Answer

    If you are really trying to "convert" it into a CA entity as opposed to just doing business in CA, then you will likely need to do a merger of your current entity into the CA entity. Not sure that is what you are really interested in doing. Suggest you hire a CA attorney if you want to do that. If you are just doing business in CA and keeping the IL LLC as the entity that is doing that business, you can do that. Note if you are moving to CA and are the registered agent, you will need a new registered agent in IL. Of course you will also be paying fees to both states.

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