Georgia Business Legal Questions

Your question  is a little too generic.   You can set it up as a partnership, an LLC or a sub S corporation. It depends on what you are trying to accomplish, what you are afraid of happening, and what you're trying to avoid. For example, taxes. If you established it as a general corporation you could be taxed twice, once when the corporation earns the money, and a second time when the money is distributed to the corporation's owners. A sub S corporation allows the funds to pass through the corporation  directly without being taxed, and it is taxed when the owners receive their shares of the corporate profits. A Partnership and an LLC allow much the same thing. An LLC has a lot of the advantages of a partnership, with some of the advantages of a corporation (such as limited individual personal liability for acts of the LLC.   One thing you definitely need is a written agreement establishing who owns what part of the money in the account, and what the money can be used for, and what kind of accounting safeguards you will employ to make sure that one of you doesn't walk off with the others' shares. You really should talk to a lawyer in detail about what you are trying to do. Michael Caldwell 404-979-3150  ... Read More

There may be some confusion in your mind about the copyright process. A copyright arises the minute a work is reduced to tangible form. Thus, when you create the work, you already have a copyright by operation of law. There are advantages to registering the copyright. Without going into too much detail, you will want to register your work at around the first time anyone could possibly infringe it. If you haven't published it or performed it in public, there is generally no rush to register.... Read More

If an Operating Agreement was signed when the LLC was formed then that document would outline your obligations and responsibilities.  Generally, a member of an LLC is not responsible for payment of debts of the LLC.  You may have some personal responsibility if you personally guaranteed the debt to the company that supplied the inventory.  Assuming you were a passive investor then you should have no liability or obligation to the creditors of the LLC... Read More

Since this involves a transaction to which you are not a party and which is apparently outside the scope of your relationship with this particular customer, it seems that this is a narrowly circumscribed problem. Assuming you have some economic "clout" with the subcontractor, you can refuse future business to them unless and until they take care of this problem to your satisfaction. Short of that, you can demand written proof of delivery of the product. At the end of the day, you have to decide how important the customer is to you. It may be worth your while to pay off the customer and then seek recovery from the subcontractor. That's a business judgment for you.... Read More

Assuming she did this without your knowledge or permission it appears that the employer is representing herself as being you to creditors.  This is classic identity theft --a felony. You probably have a right of action against her for misappropriation of identity, slander of credit,  and fraud. You need to inform the creditor that you neither opened the accounts nor gave her permission to do so in your behalf.  More to the point, she could land in jail for this.    Michael Caldwell 404-979-3150... Read More

The key question here is one of practicality. Even though non-public information has arguably been obtained, you have not been damaged in any legally recognized way. As I am sure you are aware, in many businesses compensation is an open book, so the mere knowledge of such information is not considered to be harmful. Moreover, as is clear, the employee sought and received this information primarily for the purpose of increasing his own compensation, not reducing yours or otherwise harming you. I don't see that there's much to be done about it. If you want to think about this further, you'll need to engage the services of an employment-law attorney.... Read More

In most states, covenants not to compete between an employer and employee are enforceable, within reason.  Therefore if you return to Atlanta and Atlanta is within the geographical area covered by your noncompetition agreement and the time covered by your noncompetition agreement has not run out, and there is no other reason your agreement can be challenged, then it would be enforceable.  The fact that you characterize your signing the contract as signing "under duress" does not factor into whether the contract is enforceable.  If employers want their employees to sign noncompetition agreements, the employees can either sign the agreements and continue working, or not sign and stop working for the employer.  It is highly unlikely that an employee would succeed in a claim that the signing was not the employee's voluntary act and that the contract should not be binding on the employee. In most states the enforcement of noncompetition agreement for employees and former employees is judged by a reasonableness standard.  The agreement has to be limited in time, and in scope of what constitutes competition, and limited in geographical scope that relates to the employer's business.  For example, a dental office in Chicago could not obligate an employee dentist in Chicago not to compete in dentistry for 2 years in the states of Illinois and New York, because most dental offices obtain their patients from the local area so the dental office can only protect its local area from competition by a former employee.  However, even if the area that the noncompetition agreement covers cannot be enforced, in some states a judge can construe the noncompetition agreement and narrow it so that only the enforceable area would be covered.  If your noncompetition agreement was signed before 2010 in Georgia, it may not be enforceable if it covers too broad a territory, too long a time period, or too broad a business activity.  But after November of 2010, Georgia judges can narrow a signed noncompetition agreement to make it reasonable and enforce the narrowed version of the agreement. California  has a statute saying the noncompetition agreements with employees are not enforceable, but the courts in California will enforce noncompetition agreements to the extent necessary to protect the employer's trade secrets.  Enforcement of noncompetition agreement is very much a product of state law and state customs, so it is important to consult an attorney in Georgia about this particular agreement. I am not licensed to practice law in the state of Georgia and this answer is not intended to be legal advice specific to your situation.  Please consult an attorney in Georgia who can give you advice about your specific situation.... Read More

Starting a nonprofit involves a variety of steps and quite a bit of planning.  Here are a few preliminary questions to answer and issues to consider: 1.  What are your objectives (open a homeless shelter, offer scholarship assistance for wounded warriors, start a trade association to educate professionals in a given industry, etc.) and do those objectives fall within one the IRS recognized categories of tax-exempt status (there are dozens of such categories)? 2.  Is there someone else in your area already doing something similar?  If so, why not team up with them rather than starting a new organization? 3.  Selecting a structure (unincorporated association, charitable trust, nonstock/nonprofit corporation). 4.  Assembling an initial team who will serve as initial directors and officers and help get the organization off the ground.  Assemble experienced team of advisors (attorney, accountant, insurance agent) to assist with the legal, tax, and other issues beyond your experience and expertise level. 5.  Develop a fundraising plan and budget. 6.  Incorporate and prepare initial corporate governance documents. 7.  File Form 1023/1024 with IRS. 8.  Address state/local charitable solicitation rules and regulations. 9.  Obtain insurance. 10.  Confirm annual filing requirements (IRS, state, local). Lots of great resources are available online to help you through the process.... Read More