Business Legal Questions

It sounds like you've made great progress in registering your business names, filing with the California Franchise Tax Board, and getting your business license.   There are all important foundational steps. Have you also done the following: drafted and Operating Agreement for your LLC; filed for an IRS tax number; completed trademark filings for your brand names; opened a dedicated business bank account; applied for Small Business Loans; drafted a business plan?... Read Answer

Here are some ideas for you.  1. Draft a Comprehensive Sales Agreement Include Payment Terms: Clearly outline the amount, due dates, and method of payment. Specify the consequences of non-payment, such as interest, late fees, or legal actions. Retain a Security Interest: Include a clause stating that you retain a security interest in the business or its assets until full payment is made. File a UCC-1 Financing Statement with the Florida Department of State to publicly record your claim. 2. Use Escrow Services Hold Funds in Escrow: Have the buyer place the remaining amount in an escrow account managed by a neutral third party. Funds are released to you once the conditions of the sale (e.g., payment milestones) are met. 3. Require a Promissory Note Promissory Note Terms: This legal document obligates the buyer to pay the remaining amount on the agreed timeline. Include details like the payment schedule, interest rate, and penalties for default. Personal Guarantee: If the buyer is a corporation or LLC, request a personal guarantee from the buyer to make them personally liable for the payment. 4. Retain Ownership Rights Until Full Payment Installment Sale Agreement: Structure the deal so ownership of the business or key assets transfers only after the final payment is made. Lien on Business Assets: If ownership has already been transferred, secure a lien on the business’s assets until the full amount is paid. 5. Consult an Attorney Work with an attorney experienced in business sales to: Draft or review all sale documents. Advise on legal remedies available under Florida law in case of non-payment. 6. Additional Precautions Credit Check: Perform a background and credit check on the buyer to assess their ability to meet payment obligations. Installment Payments: Request partial payments leading up to the three-month mark rather than waiting for the full amount in one lump sum. Default Clauses: Include provisions in the agreement for repossession of the business or its assets if the buyer fails to pay. 7. Consider Insurance or a Bond Payment Bond: Require the buyer to secure a payment bond to guarantee the remaining amount. Insurance Options: Look into insurance products that protect sellers in cases of non-payment. ... Read Answer

The key issue in the transfer of your business to your son is whether or not you are giving it to him or he is buying it from you.  If he is giving it to you then you need to be careful of the possibility of the transfer resulting in the assessment of a gift tax on the transaction.  Gift tax is a tax many people are not even aware of.  Ifthe business is worth more than $17,000 then you may owe gift tax on the transfer.  $17,000 or less is currently exempt from the tax.  You can also structure the transaction to avoid the tax in certain circumstances.  You will also need to ensure that any licenses to operate the business are transferred to your son.  I have represented dozens of business buyers and sellers over the past 20 years so my advice - get an experienced business transactions attorney to help you do this the right way.... Read Answer

Without more information I cannot answer your question properly.  The answer depends upon what you are trying to protect yourself from.  I would further advise you to be very careful about mixing the loan, the LLC and the leases.  If you are obtaining the loan on the property and the lender is relying at all on the income from the rent to help pay the mortgage back you need to be careful about mixing and matching or you may, in fact, vreate personal liability for yourself that you may think the LLC protects you from.  Find a competent attorney who deals with LLCs and real estate to make sure you've set this up properly.... Read Answer

For one thing, you need to have a Promissory Note drawn up stating the amount of the loan, an interest rate if you want to get interest on the loan, plus other terms a typical loan would include.  Some other specific aspects of the transaction you are considering would be including in the Note what is called a "Confession of Judgment" - this is a way to protect yourself if he defaults (does not pay you when he promised) - if he does not pay, you can go to court and have a jufgment lien recorded automatically without having to incur the expense of suing him and winning in court.  Very simply is do not loan that amount of money without proper documentation including a mortgage on the property.  From what you've stated already your lien willbe second to the mortgage lien already there.  So, you also need to ensure that the property is worth enough to pay back the mortgage plus your loan if he didn't pay.... Read Answer

I'm not sure what you mean by "the best way to find a lawyer." What I can tell you is that you need to file a Notice of Winding Up on the Missouri Secretary of State (SOS) website. That puts folks on notice that you are closing down the business. Once things are fully shut down, you file Articles of Termination with the SOS website. To ensure you receive the most protection from creditors coming after the business later on, you will want to publish the Notice of Winding Up with two different publications, listing the name and address of where such creditors can make claims. If you do that after the timeframe expires, those creditors cannot pursue a claim. It's not a terribly difficult process, but it does need to be followed correctly to ensure nothing comes back to cause problems later. I recommend contacting a business attorney to ensure that everything is handled correctly. Good luck.... Read Answer

Repossessing a vending machine in New York that was financed to a customer and placed on someone else's private property involves several legal and practical considerations. Here's a general guideline on how to proceed after you hire an attorney to help you: Review the Contract: Begin by reviewing the financing contract with the customer. It should include terms regarding default and repossession. This contract will dictate your legal rights in this situation. Notice of Default: If the customer has defaulted according to the terms of the contract (such as failing to make payments), you should provide them with a formal notice of default, as required by the contract and applicable laws. Communicate with the Property Owner: Since the vending machine is on someone else's property, you must communicate with the property owner. Explain the situation and seek their permission to enter the property to repossess the machine. It's important to gain their cooperation to avoid allegations of trespassing. Hire a Repossession Service: Consider hiring a professional repossession service to handle the physical removal of the vending machine. They are experienced in dealing with such situations and can help minimize legal risks. Comply with Legal Requirements: Ensure that all actions taken comply with New York state laws regarding repossession. This may include providing certain notices or following specific procedures to avoid legal issues such as claims of wrongful repossession or trespass. Avoid Breach of Peace: During the repossession process, it is crucial to avoid any actions that could be construed as a breach of peace, which can lead to legal liabilities. Seek Legal Advice: Given the complexities and potential legal issues involved in such a situation, it's advisable to consult with a lawyer who specializes in commercial law or creditor rights. They can provide guidance tailored to your specific situation and help ensure that you are acting within the bounds of the law. Document Everything: Keep a detailed record of all communications, notices, and actions taken during the repossession process. This documentation can be crucial if there are any disputes or legal proceedings in the future. Remember, each situation can be unique, and the steps above should be adapted based on the specifics of your case and in accordance with legal advice. Nick Spradlin, Esq. Attorney & Counselor at Law. 23 Years of Business Law Experience. Offices: FL TX NY Washington DC (DC = Federal work only)   The information provided is not intended as legal advice. Legal advice is case specific and is not provided by this post. Transmission of this information is not intended to create, and receipt does not constitute, an attorney-client relationship. No one should act upon any information in this post without careful consideration for your specific fact situation, without careful analysis, and without seeking professional advice where appropriate. The information contained in this post is provided only as general information, which may or may not reflect the most current legal developments.    ... Read Answer

In Florida, itypically a landlord or their representative, such as a land manager, can request a tenant's driver's license and Social Security number as part of the application or leasing process. This is typically done for identity verification and to conduct background checks, which may include credit history, criminal record, and past rental history checks. These checks are a standard part of the tenant screening process. However, it's important to ensure that any personal information you provide is handled securely and in compliance with privacy laws. Landlords are expected to protect tenants' personal information and use it only for legitimate business purposes. If you have concerns about providing this information, you might discuss them with the landlord or the land manager. They may be able to explain their reasons for needing this information and reassure you about how it will be protected. Remember that while landlords have the right to request this information, you also have the right to inquire about how it will be used and safeguarded... Read Answer

The investor's rights are going to be defined by your contracts for his investment (even an email thread could be a contract.) If you do not have a contract, look up the business laws in your state to see what the law says about an investor's rights.  I doubt he can dip into your bank accounts or close down the business.  ... Read Answer

You can probably use the DBA to create a new LLC of the same name.  You can open an LLC in any state in the country, no residency required. Mostly, you need to speak with a business attoney to get the facts straight and set things up correctly, Sincerely, Andrew M. JaffeAttorney at law 330-983-4842Afternoons Eastern Time... Read Answer

It would seem to me that the check from the insurance company would be made out to all three of you.  If they cashed that check by forging your signature you have a good case for fraud. Check with the insurance company.  If the checkk was made out to you as well, contact the police.... Read Answer

I would suggest you set up an LLC.  The LLC can then create the website.  Further, the LLC can create independent contractor agreements with whoever wants to join in. There will be other questions as you seek to open your business.  In my experience, working with a lawyer before you begin will pay big dividends in the future. I have written a legal guide with issues you should discuss with an Internet lawyer.  I have placed a link here for your convenience:  https://www.avvo.com/legal-guides/ugc/legal-steps-to-opening-a-new-e-commerce-website-app-or-blog    ... Read Answer

I am not so sure that bidding on future work before you leave your present company is proper and you could be creating legal liability for yourself. It seems from your question that your present company is aware you are leaving to start your own construction business.  If this is so, discuss this problem with your current employer. If this is not so, don't talk to your present employer and do not bid on competing work until you have left them. You may wish to discuss your situation with a lawyer in more detail.  Many lawyers offer a free phone consultation.... Read Answer