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rvdebby

posts: 107

Nov 04, 2006 9:09 PM ET    Quote  Report Abuse
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Took a couple classes and think that LLC is a good way to protect yourself. Cost seems quite reasonable.

I plan to start doing business in Virginia, that is where I have the most viable prospects for business. I don`t plan to stay here. Tax base is very high and the commonwealth has the most rules and regs that I have ran into. Do I have to register in the state that I am working in? Would it be to my advantage to licence in an easier state, for instance Montana, where I could register my vehicles without the emcumberance of the property taxes that are levied on them here?

Spoke with a friend that has a biz in this state he advised me that I should be able to get a peddler`s licence for the face to face commerce that I plan to do. Very inexpensive compared to storefront.

rvdebby2006-11-4 22:15:52


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"If you`ve got a frog to swallow, don`t look at it too long. And if you`ve got more than one to swallow, swallow the biggest one first"--Danny Cox
LovePilates

posts: 13

Nov 05, 2006 7:20 AM ET    Quote  Report Abuse
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I just heard a podcast on this very issue from www.nolo.com.  They`re a great resource for these types of questions. 

I believe they recommend registering in the same state where you live since you`ll be taxed there no matter where you register.  Check their website out for clarity on this.

~Liz



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Make Desirable Connections
www.accesspilates.com
taxmama

posts: 10

Nov 07, 2006 10:19 AM ET    Quote  Report Abuse
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There are a great many reasons to register your company in the state where you live! Ever try to sue someone for non-payment or non-performance on a contract, if you`re not licensed and/or registered in your state?

If you are seriously planning to leave Virginia, consider setting up your LLC in Nevada or Delaware and then, registering it Virginia, as long as you`re living there. When you move to Montana, you can close your Virginia registration and register in Montana.

But don`t register your cars in a cheaper state. I have no doubt Virginia has laws about registering if you`re using the car in Virginia for more than a couple of weeks or so. All states do.

Life is easier if you comply. (ask the Borg...)

Ron007

posts: 2

Feb 19, 2007 5:18 PM ET    Quote  Report Abuse
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Hello,

 

I`m a newbee and have some questions:

Let`s say there are only two partners, 50-50. How does an LLC work in this case? Does each partner get half of the shares? What is the proper legal procedure for doing that? What must be done in case the two partners decide to terminate the company? What is the proper legal procedure for doing that?

Thanks -- Ron

 

 

 

MNGrillGuy

posts: 236

Feb 19, 2007 5:26 PM ET    Quote  Report Abuse
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Read up on Operating Agreements.  Everything should be in there.  Including the % ownership of each partner.  You can dissolve an LLC at any time by filing the correct paperwork with your state.

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Travis Tschepen
Hibachi Bros. LLC

--My goal in life is to be as good of a person my dog already thinks I am.--
Ron007

posts: 2

Feb 21, 2007 11:51 AM ET    Quote  Report Abuse
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Thanks for the reply.

We have a New York LLC with my partner but we just decided not to go ahead with the planned business and never signed an operating agreement.  My partner says just to stop paying the fees and forget about it. Is that the right thing to do?

Ron


 

MNGrillGuy

posts: 236

Feb 21, 2007 4:41 PM ET    Quote  Report Abuse
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No, it isn`t the right thing to do.  You need to file the correct paperwork.

http://www.dos.state.ny.us/corp/llccorp.html#dissolve



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Travis Tschepen
Hibachi Bros. LLC

--My goal in life is to be as good of a person my dog already thinks I am.--
gregmetro

posts: 40

Nov 12, 2008 8:46 PM ET    Quote  Report Abuse
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Let`s say there are only two partners, 50-50. How does an LLC work in this case? Does each partner get half of the shares?

percentages are issued within an LLC. so you would own 50% and your partner would own 50%. you don`t have to issue it all. I believe in most states you can leave a % outstanding for future members/investors/contributors ect.  
 
What is the proper legal procedure for doing that?
 
all of this needs to be specified on your operating agreement. if you don`t have one you can get a free sample operating agreement at http://www.myllc.com/llc-for-dummies.aspx
 
 What must be done in case the two partners decide to terminate the company? What is the proper legal procedure for doing that?
 
you must file to poper dissolution forms and final tax returns. you never want to just abandon an LLC or Corporation because they may continue to incur fees and penalties.

 

 

 

 


amylimcd

posts: 5

Dec 19, 2008 10:14 PM ET    Quote  Report Abuse
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An LLC does not automatically have owners when it is formed with your state.  You need to set out the ownership and exactly what rights the owners have in the LLC Operating Agreement. 

Please note that a 50-50 ownership structures brings with it more complexity when it comes to properly structuring your operating procedures.  For example, what happens when you both disagree on a fundamental business decision?

I wrote a blog post recently on the subject: http://www.intelligentbizplanning.com/never-have-a-50-50-business-with-a-partner/

The best way to handle is to get the help of a business attorney in your state to include some protection planning provisions in the event of a standstill (this will save the business).

In any event, the LLC operating agreement is the document to evidence the LLC ownership and the governance rules.  When it comes to dissolution, you can spell out in the operating agreement what is required to trigger termination.  Once an event is triggered (which can be a % vote of the members), there is a specific dissolution process that must be followed in each state.

Hope this helps.



abergmanesq

posts: 7

Apr 15, 2009 2:41 PM ET    Quote  Report Abuse
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Check out www.myLLCagreement.com.  The site generates law firm quality, customized LLC operating agreements tailored to the needs of your business.  myLLCagreement.com was developed by top law firm attorneys who wanted to give back.  myLLCagreement is quick, easy, perfect for any business, and generates operating agreements that satisfy the laws of all 50 states.  The best part about is that the site is 100% free until May 15, 009.  Simply complete the user friendly myLLC Questionnaire and in minutes you will have you customized LLC operating agreement.  myLLCagreement is perfect for any business arrangement, including where 2 members will each own 50% of the LLC interests.  myLLCagreement is the only program that can generate LLC operating agreements that includes provisions that deal with the following issues that could arise in situations where 2 members each own a 50% interest in the LLC:  management matters, transfer rights, how decisions will be made if their is a deadlock amongst the members, percentage of consent needed to make major management decisions, member meetings, right of first refusal, transfer rules, Tag-Along rights, Drag-Along Rights, Purchase in the case of death or disability, as well as various other provisions that are relevant to this situation.
 
Hope this helps.  Best of luck!
 
Adam
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