Business Legal Questions

Generally, there is no requirement that you incorporate.  However, it is generally advisable for several reasons.  The first reason is to insulate yourself from liability.  While I appreciate that a counselor, like a lawyer, can still be personally liable for negligence, etc, an LLC will generally insulate you from liability for trade debt.  Also, I find that it is cleaner as a corp, and an LLC is merely a form of corp, will require a separate business bank account and tax return.  However, if you are a solely owned LLC, the IRS requires that you file a Schedulke C on your 1040.  I regret if this sounds a little too much inside baseball, but suffice to state that, if you are considering incorporating, you should speak to an attorney about your options. I trust this answers your questions and, if you live in the Delaware Valley, feel free to call or email me on a free initial basis. Best Regards,   Matthew R. Nahrgang, Esquire 35 Evansburg Road, Ste 400 Collegeville, PA 19426 (610) 489-3041 o (610) 489-3042 fax nahrganglaw.com... Read Answer

What do you mean when you say the company was sold?  If the company was a corporation or other independent entity (e.g. an llc) and what was "sold" was just equity in the company (e.g. shares of a corporation), the company still exists, it is just owend by different people, and your contract, which I assume was with the company, continues regardless of who owns the company.  If yoiu have a contract with IBM, the contract remains in forcee regardless of who owns the shares of IBM.  If, however, you mean that the assets of the company were sold to another owner, that could be a different story.  In that case, the original contracting party may or may not have the rightt to assign the contract to another person or entity, depending on what the contract provides.... Read Answer

Not sure why you would want to do this. The reason to incorporate or form an LLC is to get the protection of the corporate form of business, shielding you personally from suit. Depending on your marketing and branding objectives, you might wish to consider merging your sole proprietership into the LLC and changing the name of the LLC, if necessary, to do business under your best brand name.... Read Answer

If the purchase agreement stated that they would vacate by July 30th, then their failure to do so would be a breach of contract.  They could potentially be liable for costs you suffer as a result of their breach. (hotel, food etc.)  For a definitive answer and how things should proceed you should sit down with an attorney to review your circumstances in detail and advise you.... Read Answer

I'm really not sure what you're asking.  The fact that you are operating your business through an llc changes nothing about how employees are hired, contracts are executed, etc. except that the llc is the employer or contracting party, not you individually.  For example, instead of isgning a contract "Sha Barrow", you would sign the contract "XYZ, LLC by Sha Barrow, member"... Read Answer

It is not unusual for people to sell part of a business.  The easiest way probably is to incorporate the business (assuming it is n ot already operated by a corporation) and then sell some of the stock, but it can be done even if the business is a sole proprietorship.  Of course, a buyer is likely to pay less for a minority non-controlling interest than for a controlling or equal share.  Also, without knowing anything about your business, I think a buyer may be concerned with your partner competing with the business once he is bought out, and may want your partner to sign a non-competition agreement as part of the deal.... Read Answer

I'm not sure I understand your question, because you write about a corporation and a sole proprietorship, which are two different things.  By definition a corporation is not a sole proprietorship and a sole proprietorship is not a corporation.  If you mean to ask whether a corporation can buy a business which was operated as a sole proprietorship, the answer is yes.  For example, the corporation can agree to sell a 50% interest in the corporation to the owner of the sole proprietorship in eschange for all the assets of the business. If you and your fiance agree, you can become a co-owner of the corporation and operate a different business under that corporate name, or under a d/b/a owned by the corporation.  You can then agree on your respective employment compensation, profit sharing, management responsibilities and rights, etc.  I'm not sure you understand all the implications, however, including tax implications, and I think you should probably consult a Florida corporate attorney.... Read Answer

We would need more information how you have "been discriminated?"   We would need a short story of what happened to you, in order to determine what you mean by "reasonable accommodation."   Based on the information you provided, we are unable to make any "reasonable suggestions."... Read Answer

You are not automatically responsible, but if (a) you contracted with your client to forward their mail and didn't do so, you would have breached the contract and could be responsible for the damages caused by the breach; or (b) you undertook to forward the mail and did so negligently (e.g. by sending it to the wrong address, using insufficient postage, etc.) you could be liable for the damages caused by your negligence.  Bottom line is that if you did nothing wrong, you are not liabile for your client's penalties/assessments simply because the letters were mailed to you, but if you screwed up in forwarding the mail, you could be liable.... Read Answer

You state that there are unpaid taxes of the prior business owner.  If that is acccurate, you would probably not be liable for his/her taxes (although you should be careful if you are buying any assets from this person, as it is possible that tax liens have attached to the assets; although you would not technically owe any taxes, you would be buying the assets subject to the liens, and the taxing authority could foreclose).  However, I'm not sure it is accurate.  Are you sure that the taxes are owed by the person from whom you're buying the business and not the business itself?  There is a big difference and if, for example, you are buying a corporation or llc which owes taxes, that entity would still owe the taxes even under new ownership.  Also, even if you are not buying the business entity, but only the assets of the business entity, if you continue on with the same business (same customers, same products/services, same location, etc.) there could theoretically be successor liability for the taxes.... Read Answer

The general rule is to sue everyone, but in a contract action you would generally not have any recorse against a non-party to the contract, so who is your contract with, the physician individually or the P.A.?  if  you're suing on a contract between yourself and the P.A., the physician would generally not have any personal liability on that contract.... Read Answer

The answer to your hypothetical question is yes, two llc's can have the same owners while only one is liable in a given situation.  That's the whole point of setting up an llc, to protect its owners and their other assets (i.e. the second llc) from liabilities which the llc might incur. The advice you've been given attempts to guard against the possibility of piercing the corporate veil, and doesn't really address direct liability of each llc. In the particular situation you have posited, even assuming there is no piercing of the corporate veil (which depends on, among other things, whether the owners exercise the proper formalities in operating the llc, and in keeping its affairs and assets separate and independent of the owner's own, and of the assets and affairs of the other llc) it would be difficult.  First in the scenario you posit, llc 1, the party which signed the contract, is in at least as much danger as llc 2, which only acted as an agent of llc 1.  The claim would bethat Llc 1 breached the contract by failing to provide safe repair work (even if a non-party to the contract was hurt, he/she would sue the homeowner who would then sue llc 1), although llc 2 could also be independently liable for negligence.  Also llc 2 would be liable to llc 1 for breaching its contract with llc 1.  If a customer got a judgment against llc 1 which llc 1 could not satisfy, the customer could theoretically take over llc 1's assets, which would include llc 1's claim against llc 2. I'm sure there are many creative ways to avoid or minimize the issue, and you may want to consult a Florida attorney about it.  One thing I would advise though is to have the llc which signs the contract do the work.  The other can simply provide administrative services, like accounting, billing, etc., for a fee.  In this sutuation, there would be no basis apart from a claim to  pierce the corporate veil) to hold llc 1 liabile for any accident (be aware, thought, that if you try to shield llc 2's money by having it pay llc 1 an improperly large fee for the administrative services, it will be evidence that can be used to pierce the corporAte veil).  This may not solve all your issues, but it's a good start. Another guardrail would be to have a limitation of liability provision in the contact the customer signs, for example limiting liability to a refund of the monies paid by the customer, and not to include consequential damages.  Such provisions are not enforceable in all situations, and won't help you against a suit by a non-party to the contract, but it can't hurt and presents another obstacle to a claim.... Read Answer

Maybe.  The answer depends on a lot of additional facts such as timing, geographic location, services offered, and even terms of the business (e.g. goods offered - butter v. buttercream).  I recommend sitting down with an attorney for a full consultation for a more definitive answer.   Best of luck.... Read Answer

The short answer is probably yes.  The difficulty in these types of cases comes down to proving the exposure to the fumes caused your illness.  There may be an OSHA violation as well.  For specifics regarding how to proceed etc., I recommend sitting down with an attorney to review your case in detail and advise you. Best of luck.... Read Answer

I know it may seem like the answer would be pretty straightforward, but I would suggest sitting down with a business attorney that can get paperwork and a plan together to help you achieve all of your goals.  Basically, rather than a patchwork of legal and tax decisions, make sure you have the best set up for asset protection and tax advantages as well as just practically having the best entity to fit.  A business attorney can also help you get set up with any background paperwork (like bylaws, operating agreements, etc.) as well as checking to make sure any of your contracts are updated.  ... Read Answer