Corporate Legal Questions

Secretary can probably also be treasurer but it depends on corporation's by- laws and your state's   corporate law. This is not intended to be legal advice, and is general in nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

 It depends on whether you are buying the assets of the business or the stock of the corporation. Most small business purchases are asset purchases. When you buy the stock of the corporation, you get everything that come with it, good and bad, assets and liabilities. You step into the shoes of the selling shareholder and take over the corporation. When you do an asset purchase, you acquire only the assets and the liabilities that are identified in the contract (generally speaking). You have more control. With a stock purchase, the agreement can address unknown and unexpected liabilities, it can include warranties and representations, but enforcing the agreement may require litigation and all of the expense and time and effort associated with that. You might have to chase after the seller to seek reimbursement. Meanwhile, since you have stepped into the drivers seat of the corporation, the corporation creditors will come after the corporation, which is now yours. With an asset purchase agreement, you must put some effort into defining which assets you are acquiring and which liabilities you will take on, if any. For instance, you may choose to take over a lease for the premises where the business is located (if the lease is assignable), but you may not want to take on a three year contract for services you do not plan to use. More importantly, you do not want to take on liabilities that are unknown, like liabilities that might arise from latent defects in products sold, claims for breached contracts that have not been asserted, tort claims that have not yet been asserted, etc. There are some liabilities that will flow from the mere acquisition of all or most of the assets of a business that cannot be escaped, but there are steps you can take in the negotiation and process to acquire the assets that will help you avoid those expensive surprises. This is not an area in which a person should venture without an attorney who is experienced in these transactions. There are many, many pitfalls, especially for a buyer. It will not be cheap representation, but it will be worth it.   This answer is not intended as legal advice, and it does not create an attorney/client relationship. The answer is a statement of general principals that may or may not be relevant in your particular situation. I urge to meet with an attorney early in the process and get good guidance along the way from an experienced attorney. You want to lay a foundation for business success, and you should not short cut the process.... Read More

The owners of a New York corporation are called "shareholders." The evidence of ownership is called a "stock certificate." You give away (or sell) an interest in your corporation by issuing stock to the new owner. The stock can be stock you own or new stock issued by the corporation. An attorney can assist you in making these transfers. The new owner should consent to the S election.  ... Read More

Yes. This happens all the time. As long as there is some legitimate corporate purpose for the payment (such as compensation for services in accumulating the cash pile or selling the assets), the board of directors of the corporation may approve such a payment. Normally, the board's judgment in such matters is respected by the courts.... Read More

No one particularly cares about this, and your conclusion that such activities are "illegal" is probably based on incomplete information. There is no particularly good system for making anonymous complaints, and such complaints are accorded little weight by authorities. If you are willing to be "out," you have some options.... Read More

It means that the plaintiff contends that both you and your employer are liable for the harm he claims to have suffered. It means that if you lose, you could be responsible for the full amount of damages adjudged against your employer. It means you should get a lawyer. See if you can get your employer to pay for it.... Read More

You will need to consult with a registered agent in Grand Cayman (such as Citco) to assist you in forming the entity. You should note that tax-avoidance opportunities that you may imagine from such an arrangement are limited. Moreover, it will be a crime to fail to disclose to the IRS your control over a foreign bank account. If you intend to use the vehicle to buy income-producing property in the U.S., you would probably be better served forming the entity in New York.... Read More

As a general matter, the retirement plan is a legal entity separate from your employer. Your rights are limited to those set forth in the plan document. If you dispute the amount of your accrued benefit or the manner of payment, you need to pursue the proper defendants -- usually, the trustees of the retirement plan, not the employer -- and you need to know your rights under the plan itself. You should review the plan for how disputes are handled and resolved. You will have extremely limited rights to have judicial review of a determination by the plan trustees.... Read More

People 18 years of age can vote because of the 26th Amendment to the US Constitution. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

That is a vary subjective question.  As with all law practices, there are pros and cons for practicing corporate law.  Additionally, there are numerous specialties within the broad practice area of corporate law, such as corporate taxation, corporate governance, or incorporation.  If you have questions concerning practicing law, try contacting a local attorneys to see if they offer any internships for high schoolers to see what practicing is like. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

My suggestion is that you seek legal advice prior to signing a termination of employment agreement if the employment is at all unique or well compensated. After all, there may be many provisions of which you do not understand the legal implications. Of course, much depends on how much the legal advice will cost you and you should determine that before you start retention of a lawyer. This is not intended to be legal advice, and is general in nature. No attorney-client relationship exists or is formed by this information/ Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

If your employer formerly provided medical insurance to its employees, and has now decided either that it will not provide that without a copay by the employee, or has decided to not provide the coverage at all, that is not against the law.  It could be a violation of your contract if you have a written agreement that requires them to provide that benefit, otherwise, it is legal for them to change their policy so long as they give you notice in advance.  You may be eligible to obtain COBRA coverage, or continuation coverage, you will want to check with the HR department, or the current insurer for details.... Read More

i'm not sure how to answer this question based on the information provided. If you are asking does it require a license to practice law, yes.  A lawyer must register and pay a fee.  this information is from the Office of Attorney Ethics website:   What must I do if I want to engage in the private practice of law in New Jersey? In order to engage in private practice in New Jersey, you must: a. pay the annual assessment;b. complete the attorney annual registration statement and keep the data current throughout the year;c. maintain a bona fide office under R.1:21-1(a);d. fulfill the requirements of R. 1:21-6, including trust and business accounts in an approved New Jersey financial institution; e. keep trust accounts IOLTA-compliant (R. 1:28A); and f. maintain required levels of malpractice insurance under Court Rules if practicing in a P.A., P.C., L.L.P., or L.L.C. ... Read More

You need to read the warranty agreement, but the answer depends on numerous facts.  However, if the company is still in existence, the contract likely will still be valid.  A corporation is a separate entity from the individuals who own the company.  Just because the company was sold to new owners does not exempt the company from performing on any contracts that it may have previously created.  You may need to consult with a local contracts attorney to determine where liability stands, and who to hold responsible. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.  ... Read More

In order for the contract to still be valid, there needs to be language in the agreement stating that the contract is valid to any or all successors, and/or any assignment of the contract does not effect the validity of the contract.  You should speak with a local employment law attorney to determine if there are any state or local laws that also may impact the validity of the contract. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

Assuming that the corporation is functioning as a completely separate entity from the individual who owes the debt, the debt holder cannot seize the corporations bank accounts.  If you are having collections actions brought against you, you should contact a local consumer rights attorney to discuss how best to protect both your corporation and your individual assets. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

It depends on your corporate bylaws or other governing documents.  If you are forbidden from such actions in the bylaws, or have governing documents that state the the designated funds must be used for a specific defined purpose, then you must either amend the bylaws or governing documents, or use the funds for the specific purpose.  If, however, there is no such provision or governing law, the corporation may use the funds for any purpose the board sees fit. This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More

Go to: https://efile.sunbiz.org/e_cert.html   This is not intended to be legal advice, and is general in its nature. No attorney-client relationship exists or is formed by this information. Furthermore, this does not represent the views or opinions of LexisNexis or its affiliated companies.... Read More