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A writer on a forum recently asked me how you change from an LLC to an C-Corp. (Which is just a corporation that is taxed as a corporation and hasn’t elected, under the tax code, to be taxed as an “S” Corporation).

It seems they want more equity owners and think this is the answer.

Now I am not sure why the change is need as a well written LLC Agreement could allow for a large and diverse ownership base. Arguably, depending on the state of formation, you may have more possible structures for ownership with an LLC over a C-Corp.… Read the rest

In the event of a dispute it’ll usually be given to a judge and/or jury to place meaning on the terms of your contract.

And under the law of most states the judge and jury will first look at the terms within the contract. If they look at the contract and think they know what it means based on their review their inquiry usually ends.

Why is this so important?

You want to make contract terms so clear that even a third grader can understand them.… Read the rest

A lot of times clients and friends say “I just want a short contract.  Don’t make it long.”

Well, there are reasons lawyers write long contracts.  And it’s not because they want to bill more.

I agree with simple and understandable.  In a perfect world we’d all right one page contracts and forget it.

However given the complexity of today’s world spelling things out is preferred.

So many of the issue I get involved with as a lawyer (after an event has happened) are because an agreement was simple and Party A thinks they agreed this and Party B thinks they agreed to that.… Read the rest

Collecting sales tax – and when sales tax needs to be collected – continues to get more complicated.

In a recent decision the Maryland Tax Court concluded that Travelocity, an online seller of hotel room and car reservations – with no cars or rooms it owns in the State of Maryland – was responsible for filing to do business in the State of Maryland and collecting and remitting sales tax to the State of Maryland.

The slippery slope is clear.  More and more states are finding more and more ways to find that businesses owe a tax to them.… Read the rest