20

An arrangement like that (if successful) would be a fraudulent transfer in which creditors could gain access to the assets of the company's to which the assets were transferred, if pursued before the statute of limitations for doing so runs (typically four years from the date of transfer, or one year from discovery of the transfer, in the U.S.). In a ...


14

History of the case Javascript is a trademark of Oracle since 1996/1999. Anything that can cause confusion of origin or endorsement is thus infringing on the trademark of Oracle. A company explicitly named after a product of another implies to be endorsed, so Oracle sued that company under S69(1) of the Companies Act 2006 in November 2019. The company did ...


13

The simplest way to "resolve" this situation is to Change the name of your company to something that doesn't contain or resemble the word "javascript" and Pay £800 costs to Oracle. The alternative is to appeal to the High Court, but you would need a lawyer who is an expert in company law and some reason to think that an appeal is likely ...


5

My understanding is that the "flow-through" treatment is specifically a tax law concept. The LLC has its own income, which it can use to pay expenses or acquire assets or for whatever other purpose, and such assets become the property of the LLC. It's just that when it comes time to pay taxes, the LLC's net income is taxed as income to the owner. But that ...


5

The German law mandates minimum notice periods for work contracts. But there is no restriction on maximum notice periods, as long as the employee does not have a longer notice period than the employer (§622 BGB de|en). So yes, in theory you could negotiate that the company is not allowed to fire you in the first 4 years. But I would find it unlikely that ...


4

Such agreements are extremely common In fact, companies can issue redeemable shares to the market which can be bought back at any time from the current owner. Such shares normally trade at a discount to the company’s ordinary shares. Of course, companies can also buy back their ordinary shares on a voluntary or compulsory basis anyway. Unpacking your ...


4

This is neither unusual nor illegal, assuming that the buyback price is specified in the agreement. If your friend does not wish to take advantage of the "nice discount" he can decline the deal, and decide for himself whether he wishes to buy shares without restriction, at the market rate. (It would be interesting to know what happens if he sells his shares ...


4

No more than using your own phone, eyeglasses or underwear while working for the LLC. These are all tools of trade than one wold expect employees of the LLC to bring to their job (especially underwear). There is potentially a problem if assets of the LLC are alienated for personal use rather than the other way around. However, that would be subject to a ...


4

First - do it all with an operating agreement in writing; always - no exceptions! Second - what you are describing in fairly simple for any competent lawyer to draft. The voting section of the operating agreement needs to include a provision stating something to the effect that until a Trigger Event occurs, Big Member will have 90% of the voting power of ...


4

If the company makes a contract, and as a result of that contract it owes more money than it has, then the company goes bankrupt and the owners and directors can walk away from it. This covers the owners/directors in cases of ordinary business contracts. However if an employee (including an owner or director) does something sufficiently harmful then under ...


4

Firstly, this had nothing to do with trademark or copyright infringement as the question and one of the answers suggest. This was an action taken under Section 69(1) of the Companies Act 2006 which states: A person (“the applicant”) may object to a company's registered name on the ground (a) that it is the same as a name associated with the applicant in ...


4

Yes. There is no requirement that a company name be accurately descriptive. One could call such a company "Horror and Fury Brewing" if one chose to, or "Joe's Eats". Such a name might well reduce book sales, but there is no law against poor business decisions. As long as the name does not violate any existing trademarks, it should be OK ...


3

Is the debt secured? Lenders can lend money secured or unsecured. If they lend it secured then what is the security? That is, what property secured the loan? For your example that could be a mortgage over the land or a charge over the assets of the LLC or both. In this particular example, it doesn’t make a difference but if the sale of the property only ...


3

Yes. There is no strict regulation of what kind of business can be operated out of a for profit entity in most jurisdictions, subject to some specific exceptions. In certain regulated industries, e.g. banking, pubic utilities, alcohol industry firms, firearms sales and manufacturing firms, marijuana industries, law firms, firms of medical doctors, there are ...


3

In general, you cannot neither change contracts nor restrict/nullify other people's rights by your acts alone. The people who hired you personally have a contract with you, not with your LLC. So, if someone has a claim against you, then their claim should not be contingent of your LLC going bankrupt or not; they have a right to have their damages restored ...


3

The question of whether a person was acting on their own behalf or that of a company would generally be a question of fact, so if such a case came to court it would be for both sides to present evidence and argue for their interpretation of it. In most cases the context makes it clear. You mention having a company email domain and associated email signature;...


3

You will have to pay import toll and taxes. There is no way around that unless you get only tiny deliveries, and that would be tax evasion. Atop that, make sure your wares are declared properly and are not regarded as counterfeit or not importable. Fashion products might require to follow some special rules on ingredients that are allowable. You can get the ...


3

What powers does the company give the chair? Companies in australia operate in accordance with the Replaceable Rules in the Corporations Act or a constitution or both. The Chair can only do what these allow. A company can adopt a constitution before or after registration. If it is adopted before registration, each member must agree (in writing) to the terms ...


3

According to dot-gov's Strike off your limited company from the Companies Register page... Does company B need to file corporation tax with HMRC? Yes You must send final statutory accounts and a Company Tax Return to HMRC. ... and annual accounts with Companies House? No You don’t have to file final accounts with Companies House. Does person A need to ...


2

Sometimes people loan money to a company in a convertible debt transaction. This means that if a certain event happens a certain amount of debt loaned to the company by an investor is converted into a certain amount of equity (i.e. stock or a membership interest) in a company. "Upon conversion" when at the time that a debt to equity conversion is occurs ...


2

Because he wanted to Why he wanted to only he and whoever he's told knows. An out of court settlement is simply a deal that comes at the end of a negotiation - possibly a long and arduous negotiation. People make deals based on what they think is in their own best interests. This may not be going to court for many years, funding that litigation for an ...


2

You and the company are separate entities. Let’s say your company has a printer. If that printer as a used printer is worth $500 then the company can’t give it to you for free or sell it for less than the value, or it will be tax evasion. The company’s profits are lower than they should be, and your wallet contains more money than it should. The only legal ...


2

couldn't Peter sue John (and his new company) instead of the old company? That depends on the intricacies of corporate law in the [unspecified] jurisdiction at issue. For instance, the applicable legislation might require John to sue the old company, which in turn would proceed as third-party plaintiff to go after John. Regardless, it seems safer for Peter ...


2

You are placing too much importance on "flow-through". It does not even belong on the same list as the others. LLCs are defined by state governments. They decide what an LLC is, what features it gets, and whether it can hold property. ("yes"). When an LLC holds property, the title is held by the LLC. Period. The state gets to decide that. The IRS is ...


2

There is no separate and distinct entity type called a "New Mexico anonymous LLC". All New Mexico limited liability companies are anonymous to the same degree. New Mexico does not impose a separate entity level tax on LLCs that are taxed for federal income tax purposes as partnerships rather than as corporations and its income instead flows through ...


2

I did some research and found the information below. It took me a while to figure out that the issue is known in German as "Insichgeschäft". The quotes below are translations from Wikipedia. The term self-dealing is also used in Switzerland. It is regulated in Art. 32 ff. OR. The Federal Supreme Court has consistently ruled that self-contracting ...


2

Q1: Can a non-natural person (i.e. company M) be the only director / manager of company P? If not, how would company M exert its managerial power over the assets held by P? Some jurisdictions allow this, others do not. I don't have a comprehensive list of which do and which do not. Q2: How does Bob, who has no direct role in company P, open a brokerage ...


2

I read this as providing that in a "member-managed" LLC subsections (a), (b), and (c) apply to all the members, but in a "manager-managed" LLC they apply only to the managers, not to members who are not managers. That would not be a contradiction or a mistake, and seems reasonable and logical.


2

Washington State You are half way there by using a commercial registered office in Washington State, which is common place and meets the primary requirement of providing a physical address at which legal process such as a summons commencing a lawsuit or a legally required notice can be hand delivered. While Washington State does not allow for a mere private ...


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