California Business Legal Questions

Something is suspicious about these facts. You let a property in yoru name be foreclosed without acting for a loan you didn't take. Clearly it's not a bank since they would have insisted on a preliminary title report verifying their lien. Your only preoccupation seems to be your credit, not the loss of your property. Finally, you don't actually ask a question. ... Read More

You almost certainly want to be a "public benefit" not for profit under California law. There are special articles of incorporation to file with the secretary of state, which can be located under forms on their site. Your bylaws will also be "not for profit" instead of "standard" bylaws.  Then you need to file form 1023 of the IRS. It is easily located by internet search.  Finally, trademarks are filed with the US Patent and Trdemark Office (www.uspto.gov). Hopefully you can find a lawyer to serve on your board to provide legal assistance at a reduced fee or perhaps even for free. Good luck in your endeavor. ... Read More

Less complexity is better. You don't need two tiers for anything. Any LLC is legallly capable of being a "holding company" or an "operating company" so you aren't getting better protection with two entities instead of one. Find insurance for the risks you perceive. Your divorce will probably not be affected by the structure you choose. ... Read More

You made a giant mistake not consulting an attorney and not preparing a written agreement. I am pretty sure the shares you issued yourself and then the shares you issued to the investor were improperly issued under State and perhaps Federal law.  Consult a lawyer now so this issue does not transform into litigation. I would "tender" $15,000 back to him and send a notice of rescision. ... Read More

Details that you would be able to give an attorney while covered under the attorney client privilege would help. Such protection does not exist on a public forum. Unless a product is patented, similar products cannot be "infringed". However, under state law like the California law, there is injunctive relief for unfair busienss practices under Business and Professions Code section 17200 and the following sections.... Read More

You question can never be answered as a hypothetical. If you are making fire extinguishers, probably. If you have an online dating service, prepare for a cease and desist letter followed by a lawsuit. You need to consult a local IP attorney or business attorney that does a lot of trademark work. You will need the attorney on a continuing basis if you are serious about starting a business. Final comment, originality in picking a business name is a win-win: all good will your business develops will clearly belong to your company, and you will avoid the ruinous costs of trademark infringement litigation.     ... Read More

The distinction between an employee and an independent contractor is not always easy to understand. It is hard to believe that an independent contractor worked in the store. Ir you set the hours, duties etc. of work the person might well be legally an employee, no matter what  you think. If so, you need a workder's compensation defense attorney. Perhaps a first step would be to contact a labor/employment attorney.... Read More

1. Ask a lawyer has US attorneys who are very unlikely to know anything about Dutch law. 2. That would be the subject matter of a contract between you and the company. Without proper visa status, however, you could not act as an employee in the US. I think you are saying you will work in Netherlands for the California company. There is not such thing as an "official" employee versus and an employee. There is a difference between an employee and an "independent contractor".  3. Much will depend on what type of entity, whether you will "earn" it or "purchase" it. Employee Stock Option Plans are different than the purchase of equity in a business.  4. What else needs to be done? That is so fact intensive that it cannot be addressed here. Bien cordialement, ... Read More

The answer will have to do with the precise language of the partnership agreement. In a corporate setting, the buyer either would have bought stock from you or stock from the corporation and that would define where the funds should be applied. Before you get into serious litigation you should both consult an attorney and get a customized agreement that protects both your rights and defines management duties and provides what will happen if one of the two partners dies, becomes permanently disabled or just wants to leave and be bought out. ... Read More

If you don't have a buy-sell agreement, the price is what a willing buyer will pay a willing seller. There is no law regarding permitted or required discounts. If this was a buyout to avoid an involuntary dissolution of the corporation, then no discount could be applied to the value of the entire compay, divided by 10 to equal the 10%.... Read More

Assuming the guarantee was enforceable in the first place (i.e. not procured through fraud or duress, guarantor had capacity to contract, etc.), and the guarantee does not provide that it can be cancelled (in cases involving lines of credit or similar arrangements there could be such a provision, but it's very unlikelywith an outstanding loan), the guarantor cannot cancel his/her guarantee without the approval of the creditor.  Hard to say what the consequences would be since it can't be done; if the debtor defaults, the guarantor will be liable on his/her guarantee, whether he/she has purported to cancel it or not.... Read More

Under the Standard Lease, you are entitled to an assignment of the lease under reasonable circumstances.  If your landlord refuses to grant the assignment, he may be in breach. You can get damages against your Landlord for a breach of the lease agreement. Contact my office as soon as possible to discuss your legal rights.  My practice is real estate litigation.   Robert J. Spitz (909) 395-0909... Read More

You can sue, but unless the law of California is different from the law of the states in which I practice, you will not win.  You contracted to be paid by the NC company, not the L.A. company.  It is not the L.A. company's responsibility if the NC company breached its contract with you.  You say the L.A. company benefitted from your work, but it paid a contracted for price for that work to the NC company.  There is no basis to make it pay twice.  It is the NC company which benefitted from your work, having been paid for it and not paying you.... Read More

It certainly may be of some help to have an attorney working with you. You may want some help to determine the proper way to legally organize your business and it may also be wise to work with someone to ensure you understand specific issues that impact construction like mechanic's liens. Jon... Read More