Corporate Legal Questions

Employment (salary) and ownership are totally independent. Salary should be exactly what it would cost to hire a complete stranger to do the same job, and if any "owner' cannot perform as well as a stranger, there should be  a provision in a contract or shareholders agreement providing that the employee/owner can be fired, while still retaining an ownership interst.  If your salaries are identical to the percentage of stock ownership, the IRS may argue that a part of the salary is really a "disguised dividend" and dividends, unlike salary, are not tax deductions to the corporation. ... Read More

It appears that are issues with the President acting without / exceeding authority, with not disclosing a conflict of interests, and not dealing at arms length in transactions - not clear how much of the 15-21% "wipe-offs" were RE commissions paid to the President or his real estate office.  Since the balance of proceeds was placed in Coop accounts may be tougher to prove embezzlement if the money withdrawn was paid to businesses and if supported by receipts, but at the very least seems to be the misappropriation of funds & business opportunity and violation of is fiduciary duties.  In order to determine if exceeded authority and to document to provide facts to warrant a claim of embezzlement, would need to review the COOP bylaws and job description and contract for the president and if possible the closing documents and payout records to his RE company for commissions.  Also, probably worth investigating the renovations and buyout transactions to ensure payments were based on actual transactions unless the board knows the units were actually sold.  If not, would need to investigate title transfers.   The police would not likely react and investigate unless providing them with the embezzlement documented.   Certainly continuing the civil lawsuit concurrently is advised, and perhaps amending claims to include embezzlement, fraud, breach of fiduciary duty, etc. based on what the document review reveals.We would be more than happy to work with you and the board, however, we are not the cheapest lawyers in Firm. We are the most competent and aggressive attorneys when it comes to litigation. Our toll-free number for a free consultation is 877-866-8665 // Ahsan Syed, Case Manager. ... Read More

John, A Kansas LLC can own multiple businesses.  The prupose of an LLC is to protect the owner from liability of business conduct.  The LLC and its assets are at risk, not the owners personal assets.  The only reason to create mutiple LLC's is to protect the assets of one LLC from the risk of another LLC.  if you have all three businesses under one LLC, all of the LLC assets are at risk from any one of the businesses.  if you have a problem with your food truck, the assets of the other businesses are at risk, not just the food truck.  you can have multipal owners as well.  a LLC operates by an Operating Agreement, which is like a partnership agreement between the owners.  Jeff... Read More

Dress code is very important in the workplace. If the manager wants all to wear Vineyard clothing, employees must honor that decision. In a corporation, your manager has a boss and a boss over that boss. So most likely, he is being told to enforce such rules and if he does not his job can be put in danger. Its all about workplace politics. You can try to speak to the manager, if that does not work you can start looking for work in a non-dress code environment.... Read More

Hey Chris, under what grounds did he drop your pay? Do you have a contract when you were employed, please review that and speak with an attorney. We can certainly try to help you evaluate your options. Feel free to give us a call or text for a free consultation. Thank You. Toll-Free 1-877-866-8665 Ahsan Syed, Case Manager... Read More

How much is your claim? Most lawyers won't even assist if its a minor claim as attorneys fee ranges from $1,500 - $3,000 on a claim. However, figure out how much the total would be worth, and than give us a call. We can most certainly guide you how to go about it. We can certainly help you evaluate your options. Feel free to give us a call or text for a free consultation. Thank You. Toll-Free 1-877-866-8665 // Corporate Lawyer in Texas... Read More

I know this isn't what you are hoping to hear but probably not.  Defamation is the communication of false information intended for harm.  If you did, in fact, have a DUI, then telling someone about it would fail the necessary element of falsity.  Perhaps there's something else that this person stated that might rise to the level of falsity.  Even if it did, the fact that you suffered embarassment is probably not enough for a court to award you damages or for you to incur legal fees to sue the person for damages.  I don't think the police would accept a criminal complaint for harrassment under these circumstances.  ... Read More

I have practiced international trade and business law for 40 years. My comtacts are doland@dolandlaw.com and 310-478-1000. If "everything" is outside of the US, the reason for wanting a US entity is unclear. If there will be some presence in the US, then a Delaware corporation (or LLC) may be a waste of money if there will be employees/independent contractors and/or bank accounts in a different state. ... Read More

Your employer owns all the code you wrote or used while on the job. Who owns the code and changes you made while working on your own, not at their premises, not on their server, will depend on details in the language of your employment agreement and any non-disclosure agreement you signed. The details of that language might not mean what you think. For example, commas, where they are placed and the absence of commas, have legal significance. You need to have an attorney examine your contracts. The nature and character of the changes and additions you have made, might make a difference. In general, they belong to whoever owns the applications you were working on, but there are lots and lots of exceptions and variations to that rule. Again, you will need an attorney to go over what you have produced. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need.   Dana Sack... Read More

Generally, an officer of a business does not acquire an ownership interest in the business. When you incorporated, you should have created Articles of Incorporation that spell out who owns the corporation. If you have claimed payments to her as distributions on the corporate tax return, that may muddy the waters as well as any evidence of your "handshake agreement." Oral agreements can be enforceable, but often lead to long and expensive litigation.  Partnership and employment agreements should always be in writing. If this is truly a concern for you, you should regularize the agreement by reducing it to writing. If it's going to lead to problems, then you will at least now know - before you have spent years of time and effort on the business. Good luck!... Read More

This is not a legal question. How much you can restrict access to parts of the HRIS system from even the IT people, depends on how the HIRS system is set up. There are lots of jobs IT does which do not require access to the actual data in the databaase, and they can see what the results look like by applying the system to sample test entries in the database. That would involve have different levels Admnistrators and Administrator rights. Some Administrators would need to have unrestricted rights, in order to check and fix problems in individual data entries in the database, but not everyone in IT. For example, a tech implementing an update, a patch, or creating a new user-interface screen, would not need to have access to the actual data in the database to perform those jobs, but someone at some point in that process would need to run that new system on the real data in the database to make sure it works. Usually, you want that to be the same person. If you don't trust your IT people, replace them. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack      ... Read More

The restaurant is responsible for the repairs to your car. Under the doctrine of respondeat superior, an employer is liable for injuries caused by his employees while on the job. That rule does not apply to independent contractors, but even if Benihana and the parking person called him an independent contractor, the law will treat him as an employee for this purpose. Standard procedure in this kind of case is for you to report this to your auto insurance company, and it will fix your car and get the money back from Benihana's insurance. Since you were not at fault, you should not pay any deductible. If your insurance company requires you to pay any deductible, then you should sue Benihana in small claims court, send a copy of the lawsuit to your local newspaper and television stations, and next time your insurance comes up for renewal, change companies. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack    ... Read More

You are going to need to meet with an attorney with experience with both dealing with HOAs and with dealing with lawsuits over home purchase contracts. You have the right to Internal Dispute Resolution with the HOA Board. If that does not work, then you have the right to Alternative Dispute Resolution. This could be either mediation or arbitration. You should have an attorney assist you with all 3 of these procedures. You should have discovered these problems during your inspections before you waived the contingencies under the contract. You may have claims against the seller and even the real estate agent and broker. You might even have the right to rescind the sale, give the home back and get your money back. If the situation is bad enough that you might want to do that, then you really need a lawyer, both for that and the HOA problems. Dana  ... Read More

If you sue the company here, you will have to come here for the trial, if there is one. Most cases settled. The other side can also force you to come out here for your deposition and for a mediation or settlement conference. We can ask the other side to do your deposition by phone, but they don't have to agree. Another strategy would be to sue them in Canada. That's where you did the work, and that's where they paid you. They probably will not defend. You'll get a judgment. Then I can try to get a local court here to enforce the judgment. The other side will object that it should have been sued here. However, if you win, then you will have avoided all of the expense of actually litigating the case, including traveling here for your deposition, a mediation or settlement conference, and the actual trial. Do you have a written contract with the California company? Does it say that California law will control or that disputes must be decided in California? If so, then your chances of getting a California court to enforce the Canadian judgment will be less than 50%. Dana Sack... Read More

Why are you concerned about liability for this corporation? What's really going on? You will still be liable for any obligations you guaranteed? You will still be liable for any debts you signed without mentioning the company. You will still be liable for any wrongful acts you committed yourself. Did you adequately capitalize the company when it was started? Have you held regular board meetings and shareholder meetings? Have you written minutes of all those meetings? Have you kept personal expenses and payments completely and entirely separate from company expenses and payments? Have you taken money from the company in excess of its earnings and profits? If you have done any of these things, a creditor might be able to impose personal liability on you. You need to review what's going on with an attorney. If you appreciate this free advice, please remember to refer me to any friends or acquaintances who need a lawyer. Referrals are still our best source of new business. Do you have a revocable living trust to protect your heirs against probate? Probate takes forever, is expensive, and is annoying. Do your family a favor. Set up a trust, and put all your property, especially any real property, into the trust. Since it is revocable, you can change it, add to it, take property out of it, or even cancel it completely, at any time. We set up such trusts, provide a pour-over will as a back-up for any property that does not make it into the trust, provide you with blank durable powers of attorney for health care and financial decisions, in case you become incapable of making such decisions while still alive, and convey one piece of real property to the trust, usually the family home, for $1500.00. If you would like to hire me to do this, let me know, and I'll send you a list of the information I need. Dana Sack    ... Read More

You can call a lawyer.  If you want to save on fees, there are divorce mediation companies that will represent both sides in the process.  There are also clerks in the court for people without a lawyer to fill out the forms.  If there is any dispute over anything you need to each have your own lawyers.... Read More