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Andrew John Contiguglia
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Andrew Contiguglia’s Answers

165 total


  • What all do I need to do in order to take over a business from a friend who wants out?

    She has a referral agency for independent home aide. She wants out. What all do I need to do to ensure everything is done correctly and is going according to law. I have heard that when people hire out independently for their care or help in their...

    Andrew’s Answer

    You've actually addressed two separate questions. One deals with the purchase of the business and the other deals with managing it.

    The purchase of the business can be done in a couple of different ways. You can buy the assets of the company, or you can buy the stock of the business. Typically when you buy the assets of the property that's what you get. You don't take on the liabilities, unless the liabilities are part of what you're purchasing. And, if you buy the stock of the company then you're getting all the assets and liabilities. If you are already in owner of the property, along with the friend you described, then the buyout will be in accordance with whatever agreements are already in place.

    As for management, it's very common to have a former owner stay on as a consultant to help the business transition. You can even place in the buyout certain milestones to be met as the transition takes place.

    The bottom line here is make sure you do your due diligence, find out everything about the business and make sure it's been maintained properly and there are no 'loose ends' that could trip you after the purchase.

    Good luck!

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  • Hello, I am a new doctor starting out in Colorado. I would like to form a PLLC vs PC. What are the pros/cons of each.

    My company/organization will only consist of myself. I will not have any overhead or assets besides myself and my computer. I am an independent consultant at hospital. I was not sure what the pros vs cons would be to select to be a PLLC vs Profess...

    Andrew’s Answer

    Overall great advice from my colleagues here. However, I will respectfully disagree about Colorado not recognizing the "PLLC" designation. I will further admit that I had to research this briefly to confirm my original thought.

    But Persons licensed to practice medicine by the board may form professional service corporations for such persons' practice of medicine under the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, C.R.S., if such corporations are organized and operated in accordance with the provisions of Colorado law. In those circumstances, the articles of incorporation of such corporations shall contain provisions requiring the name of the corporation to contain the words “professional company” or “professional corporation” or other abbreviations thereof.

    Under the statute, "Corporation" includes a limited liability company organized under the “Colorado Limited Liability Company Act”, article 80 of title 7, C.R.S., and a limited liability partnership registered under section 7-60-144 or 7-64-1002, C.R.S.

    C.R.S.A. § 12-36-134 is what dictates the corporate formation of a medical practice using a "professional" designation. There are a substantial number of additional requirements to take into consideration with the formation of your company.

    I am a firm believer in the concept of not being a penny wise and pound foolish. Especially when it comes to your business. Get a good lawyer on your team at the beginning who can help you navigate these difficulties, help you organize the business and counsel you through all aspects of your business organization.

    Good luck!

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  • Am I allowed to make a service of process with a clerk who signs for a respondent entity's mail at a UPS store location?

    The LLC lists itself as the registered agent, and with an address which is a UPS Store.

    Andrew’s Answer

    Service of process upon a corporation is controlled by Colorado rule of civil procedure Rule 4 in District Court and 304 in County court. generally, to serve an LLC you deliver a copy of the Summons to the registered agent for service as set forth in the most recently filed document in the records of the secretary of state of this state or of any other jurisdiction, or that agent's secretary or assistant, or one of the following:

    An officer of the company

    The manager of a limited liability company in which management is vested in managers rather than members, or that manager's secretary or assistant;

    A member of a limited liability company or in which management is vested in the members or in which management is vested in managers and there are no managers, or that member's secretary or assistant;

    Or anyone who serves those functional equivalents.

    If you can't find any of these people you can ask permission from the court for substituted or other service to serve the business in another form. Court might allow you to mail a copy, or serve by publication. In some instances you can serve the Secretary of State's office on behalf of the LLC.

    So, to answer your question, no, The UPS store will not cut it in this instance. You will have to find one of the listed individuals above. You could check the LLC filing and see who is listed as the incorporator of the LLC. You might get lucky. Also, check their website for any other physical location.

    Just keep track of all the efforts you've made to get this entity served. It'll be necessary if you pursue any alternative service options. The court will want to know how much effort you've put into it.

    Good luck!

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  • What is the Colorado Buyers Remorse Law for a used Vehicle?

    We had sold a used vehicle the other day and now the gal wants to come back and get all her money back. From what I have looked into it does not apply to used vehicles in the state of Colorado but I would like to be sure legally.

    Andrew’s Answer

    There is no lemon law, or "buyer's remorse" law in Colorado. There is a common misconception about this. So, the fact that the deal is done, she really cannot back out of it at this point. Most used car sales are completed on an "as is" basis. This means that you are not making any promises or warranties about the quality or condition of the vehicle. But here's the catch: this buyer could have walked away from this deal with an expectation of the quality of the vehicle. So, if you had any knowledge about the vehicle having any certain defects, or damage, and you didn't disclose that to the buyer, there could be a claim for non-disclosure or fraud in the making of the contract for sale. If she was successful in proving something like that, then you would have to give her money back and retake possession of the car. Alternatively, you might have to reimburse her part of the purchase price if the car wasn't worth the price she paid for it.

    Hope this helps!! Good luck!

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  • Is it better to do a bankruptcy with a lawyer or by yourself

    My husband and I have gotten into financial problems and need to know whether we should hire a lawyer or not

    Andrew’s Answer

    There's an old saying: you don't do surgery on yourself. Bankruptcy is a court proceeding just like any other. You don't get a break just because you do it yourself. You will be expected to know the law, follow the procedure and know the rules of evidence just like any lawyer. The courts, clerks and trustees are going to expect this crime you. There are hearings and legal issues that could detrimentally effect you if you don't handle them correctly. Lawyer up. Spend the extra time and money, it'll save you significant time and anxiety down the line.

    Good luck!

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  • Same as above. Does fraud invalidate a terms of service agreement?

    A vendor has committed fraud against my company. The terms of service that we agreed to originally stipulates that any disputes must be handled in Canada and in arbitration. Is there a way to sue the vendor in Colorado and set aside the terms o...

    Andrew’s Answer

    You have some good advice from my colleagues here. So, I won't bore you with repeating what they've already told you. But I will add that a "forum selection clause" identifying Canada as the proper forum for an arbitration or lawsuit might be unenforceable even though it's stated in the contract. Many courts look to the convenience of the parties and the location of witnesses and such before enforcing the provision.

    But this leads to another question: where is the other party located? If it is in Canada, then you might be stuck litigating in Canada. If its in Colorado, you have a better argument to keep the case in Colorado. Forum selection clause or not, the court will go through a jurisdictional analysis to decide if the other party can even be sued in Colorado. That is typically based on whether the other party has minimum contacts to Colorado. The idea of "minimum contacts" carries its own legal analysis.

    Don't think you can do this on your own. Forum selection and jurisdictional issues are very complication. As all the lawyers on here can attest, we spent a solid month on these concepts in our Civil Litigation classes in law school. It's one of the most complicated aspects of multi-state party litigation. Get a consult. Talk it out. See if its worth challenging. Because, I hear Canada is beautiful this time of year.

    Good luck!

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  • How can I assume control of the corporation and its grants and return to serving the consumers

    I am a fomer board member and interim Executive Director of an organization where all of the members of the board have quit.The agency serves approx.50-60 thousand people with disabiliites in 6 counties of co

    Andrew’s Answer

    Governance of a board of directors is typically set forth in its ByLaws. Usually, the ByLaws will have a provision dedicated to just this scenario, or something similar to it. Usually, the BOD is elected by the shareholders of the corporation. In the event those officers or directors leave, you should have some guidance on how to move forward.

    My hope would be that you received actual letters of resignation from the members of the board who left. If not, as the acting official, you should tie up the loose ends and get the resignations in writing. Then, you can get the shareholders together to do some business and get a new board together.

    To give you the best direction, start with the ByLaws and see what they direct. Also, see if there are any provisions for "emergency" ByLaws in the event of this scenario.

    Good luck!

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  • What is the best way out of this situation?

    have an llc registered in MN. moved to colorado and did business here in 2015 without registering in CO or converting the business to CO. Shouda, wouda, couda and now i need to figure out what i should do and how to file taxes etc. the business is...

    Andrew’s Answer

    Robert gave some good advice. You really only have two choices. In order to correct the problem with you doing business in Colorado the past few years without registration of the LLC here is pat to filing fees, taxes and the like. You might want to consider doing a culmination of the two ideas and register the foreign entity in CO then open a new company merging both the Foreign CO company and the MN company into the new one. If you were an unregistered LLC dong business in CO you will have no ability to sue or defend a lawsuit for events that occurred in CO until you get into compliance.

    I guess the lesson here is: you have a few different options. Meet with a lawyer you like and move this business forward.

    Good luck!

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  • If I buy an existing business, how do I get a new EIN?

    I am buying an existing company which is currently registered as an LLC. I will be registering it as an LLC, Sole Proprietorship or a Partnership.

    Andrew’s Answer

    Your question leads me to a few concerns. Number one, you should not be purchasing a company without an attorney's help. There are so many intangibles to take into consideration that you need someone experienced in asset purchase and business purchase agreements to help guide you through this maze. This is not an endeavor you should be doing alone. In the long run, you will end up spending more money on attorneys later in the game to fix any mistakes you've made along the way, when you could be spending less money up front to make sure the mistakes didn't happen In the first place.

    Second, unless you are purchasing this company with someone else, you cannot be a partnership, as it requires a minimum of two people. Next, I would rarely, if ever, suggest owning a company as a sole proprietor. There are too many risks that could come back and bite you without the protection of a business entity. Last, you should definitely get the advice of a tax lawyer or CPA who will be able to help explain the tax advantages of an LLC versus a corporation.

    Bottom line is this: no matter how sophisticated in business you think you are, there are some things you shouldn't be doing without the help of a lawyer. You've received some decent advice from others here, and you should take it to heart. Otherwise, you are going to be kicking yourself later in the day about how you could have avoided the mistakes in the first place.

    Look at it this way, you are making an investment in your future by purchasing a business. You need to protect your future and your investment. Having a lawyer on your team who has the experience and shares the same vision and direction as you do can be a very valuable asset to you and your business. Build a relationship with your attorney that extends beyond the paperwork.

    Good luck!

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  • What legally can I do to this guy to get my money? We have a contract.

    Sold a Glass Doctor franchise territory to a fellow franchisee, he ran it into the ground and now not paying. Won't even answer the phone. Corporate says he's in deep trouble with them as well. He owes myself and my business partner approximately...

    Andrew’s Answer

    Sounds like you have a great claim for breach of contract. Would be good to review the franchise agreement to narrow down the issues. I think the biggest problem you will have is collecting any judgment you get. Sounds like the franchisee might be judgment proof. But that's a different conversation.

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