Pennsylvania Business Legal Questions

Minors can enter contracts under PA law but those contracts are "voidable" by the minor.  If you make them members of your LLC, they'll have a contractual relationship with the LLC via the Operating Agreement.  If you want them to have the benefits of membership, conventional wisdom would suggest that you create a trust(s) for their benefit and make the trust the member.  I'd recommend that you consult with an attorney who is familair with business organizations and estate planning for specific advice. ... Read More

If you do not have anyting in writing concerning the terms of your agreement to transfer the company, its very difficult to answer this question.  If your business is incorporated or an LLC, the business statutes might provide some guideance on governance issues.  I doubt you can get the "stock" back just b/c you disagree on business decisions but you may have a voice in what those decisions are.  Tough situation without anything in writing. ... Read More

A bankruptcy can afford you the opportunity to repay fines over 5 years.    However, it will not stop any warrant for your arrest.  You must satisfy the warrant by turning yourself in.   Once the fines have been paid, PennDot has procedures for reinstating your license.  But, I don't know if your license was suspended for a certain period of time, or until you meet certain conditions. I am responding to your use of the word "fines" and trusting that is what is meant.  Conversely, civil judgments do not have such restrictions and can be handled through a Chapter 7 bankruptcy with no repayment, if you qualify. ... Read More

More information would be helpful to my understanding of the exact issue here.  If spouses own a membership interest in an LLC, are you asking if the membership interest is at risk if one of the spouses is sued?  Generally assets owned jointly by spouses is not at risk for claims against one spouse only.  If each spouse has individually owned shares of an LLC (each one is separately a 50% member), then that may be different.  More information about how the LLC interests are titled and what type of claim you're asking about would be helpful. ... Read More

No.  There is no law requiring this.  Your employer can terminate you without prior notice and without what you would consider to be a "good" reason.  You should file for unemployment compensation.  That is probably your only recourse at this point.  If your company has some sort of internal grieveance program/process, you might consider pursuing that. ... Read More

I really do not understand what you're asking here.  If you have assets and want to put a plan in place to protect them, perhaps an estate planning attorney can assist you.  You should seek one out and review your specific sitation with them to come up with a plan that fits your needs. ... Read More

The LLC operating agreement may set forth the manner in which the funds must be distributed, and it may not be pro rata according to membership interest (what you refer to as share ownership.)  If there is no agreement on point, however, the funds would be distributed in that manner, after all llc creditors are paid.... Read More

Wow, this is a BIG question.  I don't think it can be adequately answered within the context of an email forum.  All I can offer is a few bits of information to get you pointed in the right direction.  I would strongly recommend that you retain an attorney to assist you with this process. A trademark (or a servicemark for products that are services only) is a word, name, symbol or device used by someone to identify his or her goods and distinguish them from others.  Selecting and using a trademark can entail substantial expense.  Before adopting one, we recommend that you perform a "trademark search" to determine if a similar mark is being used anywhere in the country.  Searches typically are between $500 and $1,500 depending on the breadth and depth of the search. Generally in order to obtain federal registration of a trademark, the mark must first be used in commerce.  Use of the mark must be substantially continuous if rights in the mark are to be preserved, even after registration is obtained.  You can "reserve" a trademark with the good faith intention to use it in commerce in the future but actual registration of the mark will require actual use.   The appliation process involves filing with the U.S. Patent and Trademark Office, payment of a fee, providing specimens of the mark as it is actually used and various requirement statements outlining when the mark was first used and the types of goods and services on which the mark is used. Once the appliation is filed, it is examined by Trademark Office personnel to determine if any other trademark is federally registered for similar goods and services which may be "confusingly similar" to the mark in the application.  If it passes this stage, it is published in a government magazine for the public to "oppose" the registration.  If there is no opposition, the mark will be registered.    ... Read More

There is nothing "wrong" with the corporation renting property at a reasonable rate from an officer of the company.  The nonprofit law does not really address conflicts of interest but nonprofit corporation bylaws and policies often do.  Usually so long as the conflict is disclosed fully to the governing body there is no violation of those bylaws and policy.  But even in the absence of bylaws, policies or following them if they do exist, it is doubtful that this arrangement is "illegal".  Now, that being said, if the president is a "member" of the non-profit, there may be a private inurement issue that could jeopardize the nonprofit's tax exempt status if it has one.  More detail would be needed. ... Read More

If your employer has written employment policies or a handbook, I suspect the eligibility requirements for your participation in the benefit plans are set forth there.  If so, then those would provide you sufficient notice in order for you to know whether your job change or reduction in hours would jeopardize your continuing eligibility for benefits.  For example, if you must work 30 hours per week in order to be eligible to participate in the 401(k) plan, and you are reducing your time to less than 30 hours per week, you should be on notice that after the change, you probably cannot continue as a participant in that plan.  I don't think you'd need any additional notice from the employer to be adequately informed.    That being said, if not having the benefits is not an issue for you, why do you care about notice or lack thereof?  It doesn't sound like it would have made a difference in your decision.  It is unlikely that your employer violated any employment laws in this instance. ... Read More

This is a very complicated situation and much of the answer depends on the exact language of the various agreements that you've mentioned  You have a variety of "relationships" with the company, each of which is governed by different laws.  One is as a shareholder.  This is governed by the Business Corporation Law.  It does not sound like your partners necessarily violated this law.  But perhaps their actions were taken without proper notice or following official protocols for shareholder or board of direction action.  As such, their actions may be void for failure to follow these procedural rules.  Another relationship to the company is as an employee.  Unless you have an agreement that outlines when and under what circumstances your employment relationship can be termined, you are subject to the employment at will law in Pennsylvania.  The fact that you are a shareholder does not exempt you from the employment at will doctrine under the law.  Finally you have a contractual relationship via the shareholder agreement.  That agreement may address what happens with your status as a shareholder when your employment is terminated.   These types of disputes are often very complex.  In addition, quick action is often necessary to afford you the maximum options for remedies for your partners' actions.  I would highly recommend that you seek counsel as soon as possible.   ... Read More

Answering your question would require additional information.  But taking what you've written at face value, in order to transfer direct ownership of the real estate to your father, you would need to prepare one or more deeds from the current property owner to your father.  Then and only then will he be the direct owner.  What you are suggesting is to transfer ownership of the companies to him and, in doing so, he would have control over the properties by virtue of his ownership of the companies.  Making the transfer in this manner may trigger the assessment of realty transfer tax of between 2 & 4% of the current fair market values of the properties.  You want to regain control/ownership of the properties upon his death.  Unless you remain an owner of the companies and include provisions in the operating agreement relating to transfers upon death of an owner, there is no means of assuring yourself that you'll get the properties back.  The transfer that you are proposing come with lots of possible tax and estate planning pitfalls.  I would suggest that this forum is not sufficient to advise you completely on the best course of action for you.  Feel free to contact me directly for further advice. ... Read More

There should be no tax ramifications resulting from this transaction.  It would be a good idea to document the transaction with a simple written agreement, signed by both of you and notarized.  Have two originals prepared so that each of you has one when done.  If you have a tax ID number from the IRS, you might need to write the IRS about the transaction and remove yourself from any tax filings there (which might include the SS-4 form that you filed and the Form 2553 if you filed for S-status.  With the state, you should file a Changes docketing statement removing yourself as an officer.  You can also file a new PA-100 with the Pa Department of Revenue to notify the department of a change in membership/ownership and officers.  Keep copies of all of these documents for future reference.  The public records can be frustratingly difficult to change for good.  Your name can continue to appear as associated with the LLC for years to come.  Having good copies of all of the documents proving that you exited as a member could be important to have in the future. ... Read More

There is no equivalent to the Lemon Law in Pennsylvania for appliances.  Your rights and remedies are likely contained in either the terms of the purchase from the retailer (check for the tiny print on the receipt or sales order) or the warranty issued by the manufacturer.  Depending on how the sale actually occured, there's an outside chance that the Door-to-door sales or other provisions of the Unfair Trade Practices and Consumer Protection Law, 73 P.S. §201-1, etc. (“UTPCPL”) applies.  The door-to-door term is a misnomer.  It doesn't only apply to vacuum salesmen.  If you feel like you're getting the "run around", then you might consider retaining an attorney to send the seller a letter demanding a refund or you might simply file a complaint with your local magistrate demanding a refund.  Sometimes taking the dispute to that level will get the retailer's attention.   ... Read More

Although many people, including lawyers, use the terms interchangeably, you are not partners.  Both you and the other investor are members of an llc.  There is no reason why you have to work for the llc in order to invest in it.  It is quite normal for one member of a 2 person llc to invest his time and effort, while the other only invests money.  Normally, assuming that they each own 50% of the llc, the one investing time and effort either invests less money than the one investing only money (because he/she is investing time and effort), or receives employment compensation beyond just his share of member distributions.  Your operating agreement should spell out, among many other things, the role each of you will play in the llc - that the other investor will manage the llc while you will have no hand in the llc's operations.... Read More

Anybody can sue, but that doesn't mean she'll win.  From what you've written, she would have no valid claim for breach of warranty, but that doesn't mean that she doesn't have other potential claims she can assert (for example, if she claimed that the contract she signed contains material misrepresentations, she could sue you for fraud.)... Read More