Questions tagged [limited-liability-company]

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1answer
41 views

Corporation tax and annual accounts for a closed UK company that lost money

Consider the following hypothetical scenario. Person A starts a limited liability company B in the UK, registered in England and Wales, through Companies House. Company B has expenses and some income, ...
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1answer
32 views

UK company A owns some listed shares. Can company A transfer the shares into company B as assets? What's the tax implication?

UK company A owns some listed shares (in a brokerage business account). Can company A transfer the shares into company B (same owner in both companies) as assets without selling them first? Is it ...
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2answers
79 views

What can the Chairman of the board do if he is on bad terms with the majority shareholders / directors

Our (Australian Incorporated) company is growing and we have been suggested to hire an influential individual to be the Chairman of our board. He has a lot of connections, experience, old , mature ...
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1answer
3k views

Spin-off company with all parent's debt?

Out of curiosity, is it theoretically possible for a parent company to create a spin off company that holds all of its debt and no assets? Then the subsidiary spin-off company will declare bankruptcy ...
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0answers
15 views

What are the minimal legal requirements for a US LLC to hire a person as a subcontractor in India?

I have an LLC and am considering outsourcing some data entry work to India. The work itself is very simple, essentially do X tasks, get X dollars. Assuming I can find a person in India willing to do ...
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1answer
69 views

Should Bob choose a manager while registering a new company?

Bob is an F-2(Student dependent) visa holder in the US who wants to establish a new company. Bob is not entitled to work in the U.S.. According to a video I saw on youtube that you must introduce a ...
3
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2answers
102 views

How to force a UK company General Meeting to be held

Because of Covid-19 lockdown, the UK government passed emergency legislation in 2020 to allow companies to hold virtual general meetings and vote electronically. The Annual General Meeting is required ...
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2answers
59 views

Can a LLC that was created end of year claim whole year?

Haven't been able to find an answer to this question. If an LLC is formed in October 2020 when I file taxes in April 2021 for the year 2020 can I claim the entire year expenses for the business in ...
0
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1answer
89 views

Can I form an LLC without a primary office physical address, preferably in Washington or Delaware? [closed]

Can I form an LLC without a primary office physical address, preferably in Washington or Delaware? I am a "digit nomad": I am a US citizen but have no long-term physical address anywhere in ...
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0answers
15 views

Can I use the same EIN before and after forming a LLC?

I've been using the same EIN for freelancing as a contractor for a couple years as a sole proprietorship. Business is picking up so now I'm forming an LLC. I can keep the same EIN right? Or should I ...
1
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1answer
28 views

Manager-managed vs member-managed standards of conduct in WY LLC law

Wyoming LLC law 17-29-409 says: (g) In a manager-managed limited liability company, the following rules apply: (i) Subsections (a), (b), (c) and (e) of this section apply to the ...
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1answer
44 views

Who holds legal rights to manage a fund's money?

Scenario: Bob, Larry, and Curly want to invest their money together. Bob will be the active investor and Larry and Curly will only contribute capital. They set up two companies: Company M (...
3
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1answer
102 views

Licensing self-written software and trademark to the company which I own

I wrote software (as a hobby) a while ago and also registered a trademark for it. I thought about trying to commercialize the software, and realized that in order to limit my risks it makes sense to ...
2
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1answer
47 views

Limitations for importing from China to US

If a US small business company would want to import products from China ( possibly tax-free or low-tax, mostly beauty, cosmetics and fashion products - below $10,000), what are the limitations, taxes, ...
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2answers
100 views

How can i protect my self from contract termination in Germany?

I was offered a job position in Germany, this contract gives me the right to buy shares in the company (GmbH) after working for 4 years in this position. As I understood if I quit or my employer ends ...
0
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1answer
62 views

Is it legal for a publishing company to have a name containing "entertainment" in it?

Imagine a writer opens a LLC in the state of Wyoming for selling their books on Amazon. Is he allowed to name the company "Horror and Fury Entertainment" (provided there are no other ...
0
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1answer
226 views

If a New Mexico anonymous LLC must register in California as a foreign LLC (for doing business in CA), does the LLC lose its anonymity?

If a New Mexico anonymous LLC is required to register in California as a foreign LLC because it does business in the state of California, does that company as a whole lose some or all of its anonymity?...
0
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1answer
46 views

any restrictions on transferring money from personal to business account

I'm starting a company and was wondering if I can use the income from my day job to fund my company until things are up and running. Basically I'd transfer funds from my personal account to the ...
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3answers
1k views

What to do if you are sued for company name that resemble an existing company name in the UK? [closed]

I've been sued by Oracle for company name under the provisions of section 69(0) of the Companies Act 2006 (the Act) in The Company Names tribunal in the UK. My company name is JAVASCRIPT CONSULTING ...
0
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1answer
50 views

Changing NYS LLC mailing address

United State, NY state here. I'd like to change my 1-man LLC's official mailing address with the state. To my surprise, it looks like when I filed the original Articles of Organization over a year ...
2
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1answer
66 views

Starting limited company in UK - different classes of shares

We are starting a limited (by shares) company with partner (in England). We wanted to model it in way that I have 70% of dividend and capital distribution rights and my partner 30%, but we both have ...
2
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1answer
112 views

Is it a myth that a single owner LLC protect the owner's personal assets?

I own 100% ownership of an LLC. I started this LLC because everyone gave me advice that if the company is sued, the banks won't go after my car, my house or etc. As I dig deeper into the legal ...
2
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2answers
74 views

Can a plaintiff in a fiduciary breach of trust sue a particular director instead of the company?

I heard this story from Peter (not actual name): Peter co-founded a company with John. John earns 80% of shares while Peter owns 20% of shares. John being greedy empties all company coffers ...
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1answer
41 views

Can a co-founder sue another co-founder from company constituitional infringements using courts of another country?

Say a company is incorporated in Dubai. All Shareholders live in Australia. A co-founder does something against the company constitution, such as diluting other co-founder shares. Can the other co-...
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1answer
42 views

How Are LLC Liabilities Prioritized? e.g. Are Bank Loans Paid Before Legal Settlements?

Consider an LLC that owns a rental home worth $700,000 and has bank debt of $500,000. A renter slips, falls, sues, and wins a $300,000 settlement. Is the bank debt senior to the lawsuit, leaving the ...
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1answer
85 views

What addresses can be a primary place of business for an LLC in Florida?

According to the Florida "SunBiz" website, the Article of Organization must list a "Principal Place of Business Address" in addition to a mailing address and the registered agent ...
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1answer
50 views

Can I use the same LLC for different business activities?

For example, can I use the same LLC to drive for Uber and for working on computer repairs?
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2answers
118 views

Company limited by guarantee - can minors be guarantors?

In the case of companies described as a "Private company limited by guarantee without share capital", I understand that all Members of the company act as guarantors. In the case of it ...
0
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1answer
153 views

What is the effective date of a new shareholder?

Suppose a soon to be shareholder (New Shareholder) subscribes to become a shareholder of an LLC (Company A) on 1 November 2000 through a subscription letter. New Shareholder transfer cash to the ...
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1answer
76 views

Bypass SSN Requirement for Independent Contractors

I work in a sales organization, knife selling, and we hire pretty much anyone who is interested. We got a guy walking through in a college, who was interested, but did not have a social security ...
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2answers
559 views

legal to use company property for personal use?

I own an LLC (limited liability company) in Arizona, United States. More accurately, I am the sole member. I have no creditors, no investors, no board, no on else to worry about. This is federally ...
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4answers
157 views

How can I protect myself as a minority shareholder when I don't have the money to pay legal fees?

I'm about to sell shares to an angel who is going to become the majority shareholder of my company. The money will go into the company as new shares. I can only pocket it through salary agreements. ...
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2answers
100 views

How did facebook got away from fiduciary lawsuit when they diluted Saverin's shares?

Saverin eventually settled out of the court, for 5% equity. But why didn't he proceed for his original 30% equity when it was clear that facebooks majority shareholders failed to exercise the ...
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1answer
275 views

How would a minority share holder VETO power be provisioned in a company constitution?

To protect minority shareholder and potentially attract investors, a company would give minority shareholders the power to veto certain decisions. Typically decisions that would erode their ...
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1answer
205 views

Can a nonprofit be a subsidiary of a for profit?

I have seen many results for a for profit being a subsidiary of a non profit, but not the other way around. I know there are some conflict of interest laws and was wondering if any of you can link me ...
2
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2answers
144 views

Easiest way to modify LLC control?

I need to create a two member LLC. Initially the LLC will need to be fully controlled by one person, but in the future control will have to change to be 50/50. What is the easiest / safest way to ...
0
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2answers
81 views

Can a company make an ethical commitment to customers that survives even when it's sold?

TL;DR: Suppose a company has made a specific ethical commitment to its customers. When selling that company, is it possible for the seller to prevent the buyer from reneging on or dropping that ...
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3answers
165 views

Employee Stock Ownership as long as Employee Stays in the Company, What Kind of Nonsense is This?

Recently a friend of mine has received a stock buy offer from its company. The company offered to sell a specific amount of the company shares with a nice discount rate, because he was in a critical ...
2
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1answer
48 views

Do you loose liability protection if doing work for your LLC on your personal computer?

Do you have potential of loosing liability protection if doing work for your LLC on your personal computer (ie. a computer purchased with personal funds and not accounted for as being owned by the LLC)...
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1answer
84 views

Can an LLC make a DBA that ends in "LLC" or "Co" in California?

As the title states, I'm interested in making a DBA for an LLC that gives some indication that it's a company rather than an sole proprietorship DBA. Can the DBA terminate in "LLC" or "Co"? Most ...
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1answer
126 views

What does upon conversion mean?

What does it mean when an investor say "I will give you $100k in exchange for 10% equity upon conversion"? What does upon conversion exactly mean in layman's terms?
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1answer
39 views

What happens to past legal liabilities after changing from self-employed to a limited liability company?

If a self-employed worker takes on contract jobs and then later on, after finishing any of those jobs, changes their business into a limited liability company, Who is responsible for any liabilities ...
2
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1answer
156 views

Company holding own shares in trust

If the assets of a trust includes shares in a company, can that company be appointed as trustee of that trust? It's not clear to me how section 259A of the Corporations Law works in this situation.
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26 views

What happens if a LLC Member fills out the LLC license with Malicious intent in the state of Mississippi

If There are 2 members of a LLC and a verbal agreement in which one Partner has 65% of the company and the other Partner had 35% of the company but the Partner with 35% of the company set up the LLC ...
3
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3answers
173 views

How does a flow-through LLC own assets?

A Limited Liability Company (LLC) is a business under US law with the following characteristics: Establishes a "corporate veil" of limited liability, such that creditors or lawsuits can only go after ...
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1answer
40 views

How to draft LLC resolutions?

I'm starting an LLC and I'm having trouble understanding the concept of resolutions. It seems pretty simple, but I'm afraid of getting it wrong. I have a lot of experience working with bylaws in ...
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1answer
58 views

How to act in name of company rather than natural person by e-mail etc?

It makes a difference for tax and liability reasons if an action is done by a natural person vs a legal entity. How to make sure that actions are ascribed to the legal entity rather than one's ...
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1answer
99 views

How can I check a UK company's public documents?

I am interested in the articles of association and shareholder's agreement of a UK company. Where can I find them?
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1answer
36 views

What are the implications of US LLC state and foreign entities?

Let's say I'm a confetti enthusiast. Confetti for parties, confetti for halloween decorations, confetti for everything. In this hypothetical example, I want to sell confetti online, and in person when ...