District of Columbia Business Legal Questions

"Converting" from a Sole Proprietorship is unlike Statutory Conversion provided in many states for some Partnerships, an LLC, or any type of corporation. The initial process takes two steps: Create the LLC or other business entity type, then transfer the assets into that new entity. Further considerations may include, without limit, the following:  Create an Operating Agreement - Manage co-members, roles, risks, dissolution, etc.  Elect Appropriate Tax Treatment - At least four basic options exist, and forms may be required Establish an LLC Bank Account - Use new EIN, if any, and do not commingle with personal assets Transition Existing Contracts - Assign rights to the LLC and notify clients, or patiently re-negotiate Assignment. Here we briefly explore this last item. Assigning a contract to your new LLC may generally be done if a contract does not otherwise restrict such action within its aptly named "Assignments Clause" or elsewhere by similar language. The act of assignment is typically performed by a single-page agreement, transferring all rights and responsibilities from you, as Sole Proprietor, to the new LLC.  Procedure. An LLC then attaches the assignment to a copy of the original contract, files it appropriately, and notifies the client. If you have good relationships, clients likely already know of the LLC's formation, so this formal notice is no surprise and possibly even welcomed as a sign of coming growth.     Prohibition. If an existing contract effectively prohibits this assignment, then you could consider negotiating a contract codification according to the terms or for some new consideration. If you and counsel cannot find a way to secure an assignment, then patience might be prescribed. Allow the current contract to expire, and negotiate the next renewal between Client and LLC.          Additional Publication. Some states require general notice in a newspaper. So, we would want to know the state of your Sole Proprietorship and LLC, determine whether the nature and extent of business in another jurisdiction would require additional registration there as a Foreign LLC, and whether that foreign jurisdiction would require publication.  So, this shift takes multiple steps, each with special attention. Contractual assignments concern a concept akin to collateral. The agreement was formed with the expectation that specified parties could be liable in case of a breach. Shifting to an LLC effectively shields some assets from the reach of a court-ordered remedy. Hence, the need for a careful review of each contract and context.... Read More

Small businesses are critical to economic growth in the United States, as is higher education as best practices evolve rapidly. Fortunately, FAFSA does allow some critical exemptions for small businesses (fewer than 100 employees) and their Business Assets - these are assets used in Operations. E-Commerce assets should be reviewed in the context of their functioning purpose within the business operations for proper treatment on a particular individual's FAFSA application. As a good example to illustrate this importance of contextual details, a single parcel of real estate may be treated in two different ways depending on its declared function, deed, etc: Omit the value from FAFSA if deemed to be a Business Asset, which asset is generally used in business operations and typically deeded to the company rather than an individual; or Counted the value for FAFSA if deemed to be an Investment Asset, which asset might earn income as a rental or be in your own name, for example. Even if FAFSA counts an asset, Asset Protection Allowance may let you count just a percentage, which rate can differ based on a few factors like the student's status as a Dependent. Despite this allowance declining in the recent decade, its benefit or something similar could arise on the horizon in our near future.  These benefits can be critical lifelines to a small business wishing to invest significantly in higher education. E-Commerce assets should be reviewed in detail to establish the proper treatment for your FAFSA application.   ... Read More

Please visit: http://www.lawyers.com/All-Areas-of-Law/District%20of%20Columbia/Washington/attorneys-and-law-firms.html?s=residential%20real%20estate&ns=y&st=q&form=LHOM 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

You provide insufficient information to enable anyone to assist you. In order to evaluate this situation, an attorney needs to know how, exactly, you are alleged to have misappropriated the plaintiff's work of authorship, how commercially valuable that work is to the plaintiff, and what benefits, if any, you have received as a result of your alleged infringement. If you need to discuss this matter on a professional basis, please call my D.C. office at (202) 449-9484 during business hours.... Read More

As a general matter, a non-citizen of the United States has all of the right to operate an e-commence business selling to residents of the United States as a citizen. Whether you need to be licensed and pay U.S. taxes depends on where you are located. Since your inquiry suggests you are located in the District of Columbia, then you would be required to pay U.S. taxes on your profits. As a general matter, an unincorporated business does not need a license, but the answer to that question may depend on the precise nature of your business. See an attorney.... Read More

Both a "regular" LLC and a "professional" LLC, if they have a single member, are taxed the same way -- they are ignored entities for federal income tax purposes. That is, the sole member reports the income and expenses of the entity on his personal Form 1040, Schedule C, unless the entity has elected to be taxed as a corporation (which is rare). There are no meaningful tax benefits to formation of a single-member LLC of any kind. There are expenses, including formation and ongoing franchise taxes, which may not be offset by any benefit of any kind. A professional who operates a single-member LLC should expect no limitation-of-liability benefit from operating in this form, at leats as far as clients or patients are concerned. There are no substantive differences from the standpoint of a single-member LLC regarding "professional" or "regular" status.... Read More