Business Legal Questions

No. The articles of incorporation of a not for profit, whether public benefit, mutual benefit etc. are totally different from that of a for profit. There are no shareholders at all, no distribution of profit and an irrevocable dedication of all assets to charitable use during and after the its existence. There are other potential vehicles    There are "benefit corporations" (Not public benefit corporations) and "flexible purpose" corporations, but your specfic question and goal cannot be achieved as you propose. ... Read More

You can reside outside of the US and sue in the US. You will have to appear in the US for trial (trials by declaration are not permitted) and perhaps for your deposition. Some of your damages will not be recoverable, such as the speculative amount the app would/could have made. Your overhead probably is also not recoverable. Litigation is expensive and it is very unlikely that any lawyer would accept this case on a contingent/percentage basis, but only on an hourly basis. ... Read More

I' am unfamiliar with the rule you cite regarding practicing under a supervising attorney. Also, it is very unusual that the FL Bar would approve character and fitness before your passing the bar exam. However, I have heard that there may be certain areas of practice allowed like an in-house corporate attorney, but these are very specific situations. You should contact the FL Bar directly and I'm sure they can guide you in the right direction... Read More

I know nothing about dog breeding, but it seems to me that non-rerfundable, unless it has a different customary meaning within the dog-breeding industry of which i'm not aware, means non-refundable, and you assumed the risk.  Had you wished to maintain the right to a refund in the event that there were no live births, you could have made that part of your contract, but you did not.... Read More

Anybody can be sued, but that doesn't mean that the claim has merit.  You should remember that  (a) individual boasrd members are generally not responsible for the corporation's obligations; and (b) nonprofit board members are generally afforded more protections against claims than are board members of for profit businesses.... Read More

I have been representing purchasers and sellers of small businesses in Colorado for many years.  It is best to have an attorney involved early in the negotiation of the transaction.  How the transaction is structure can have important tax and liability ramifications.  These are implicated from the outset. Often there is a letter of intent or term sheet and an attorney should be consulted with respect to that.  The principal legal document will be a purchase agreement and obviously, it is a good idea to have legal representation at that point.... Read More

US cirizens and permanent residents are permitted to open offshore accounts so long as the y disclose them on their tax returns and pay US tax on their worldwide income (less any tax treaty benefits. PS I am not a tax lawyer.) Then it is up to the brokerage company as to whether they accept "Americans". ... Read More

An LLC is the least expensive to open, operate and manage. An LLC offers pass-through taxation, which means taxes are not paid at the business level. If you choose to become an LLC, income/loss would be reported on your personal tax return. Corporations have a set management structure where directors oversee the major business decisions and officers are responsible for the day-to-day running of the business. LLCs do not have the same formal management structure.  However, a corporation offers tax advantages as well. The "S corporation advantage," allows business owners to use business losses — like those incurred during the startup phase — on their personal tax returns as deductions. C- corps are often the preferred incorporation choice of developing businesses. Owners can hold different types of stock interests (including preferred and common stock), which allow for different levels of dividends. This is one reason why venture capitalists choose C corporations when they offer funding to a business. Investors are attracted to the prospect of dividends (often higher dividends) if the corporation makes a profit.  But for simple basic protection of your personal assetts, an LLC will do just fine. ... Read More