Recent Answers to Business Law Questions

Frank G.

Answered Sep 26, 2025

If you are "non-exempt" and thereby entitled to overtime. Determining whether a worker is an "exempt" employee and not entitled to overtime requires application of the law to the facts. For instance, an "exempt" executive employee are paid not less than $455 per week, have their primary duty to manage part of the busisess, regularly direct the work of two or more other employees, and have the authority to hire or fire other employees or to make recommendations about hiring and firing taken into account by their employers. An "exempt" administrative employee, are also paid at least $455 a week and has the primary duty of the performance of office or non-manual work directly related to the management or general business operations of the employer or its customers--and is an employee whose primary duty for the employer involves exercising their discretion and independent judgment with respect to matters significant to the employer. It's not always easy to determine if someone is a managerial or administrative employee however and it can be a gray area. There are lots of examples of overtime exemptions such as computer and creative professionals, outside sales people, some truck drviers, some mechanics and some people working at auto dealerships. You may be non-exempt and eligible for overtime under the law if you are a paid a salary based on a 40 hour work week but work more than 40 hours. If you are eligible for overtime there are laws protecting you from retaliation for complaining about not being paid overtime.

Gary S.

Answered Aug 15, 2025

Hello. Thank you for the opportunity to respond to this question. Yes, you can absolutely transfer your sole proprietorship into a corporation. There are some steps involved, but it is regularly done as a business grows. You may also want to consider a limited liability company as well. So here are key steps to consider: 1. Entity Type and Tax Considerations Decide whether an LLC or corporation better fits your goals. LLC - simpler compliance, pass-through taxation (by default), flexible structure. Corporation (C or S) - better for raising capital, issuing shares, or planning for future investors. Tax implications: Moving from a sole proprietorship to a new entity can change how your income is taxed. You will need to work with a tax professional to determine how the new entity will be taxed. 2. Form the New Entity This creates the legal shell to replace your sole proprietorship. You will choose your state of formation (typically your home state), file your formation documents, pay state filing fees, designate a registered agent for your business, and draft required internal governance documents. 3. Transfer the Business Assets You need to legally move your sole proprietorship’s assets into the new entity. This involves assigning the physical assets, contracts, insurance policies, customer lists, and intellectual property to the new entity, closing and reopening bank accounts to the new entity (you will need a new EIN for the new entity), transferring any licenses, permits, and tax registrations, and notifying vendors and clients of the new entity. You also need to update payroll tax accounts if you have employees. 4. Compliance Going Forward There will be new compliance obligations with any new entity, such as potential annual reports and renewal fees to your state, you must keep business and personal finances 100% separate, and there are typically formalities that must be maintained (especially for corporations), such as minutes, resolutions, stock ledgers. However, LLC’s typically have far less formalities. Please note: This response is for general informational purposes only and does not create an attorney–client relationship. You should consult a qualified attorney and tax professional for advice regarding your specific situation.

Ralph S.

Answered Aug 1, 2025

An attorney on this site can help you with all the steps, some offer it a a package. You first need to decide on the membership structure (who owns what). File Articles of Organization with the State, obtain your ein, draft your operating agreement (have a discussion re who does what), prepare your members resolutions/ have a meeting- to issue your membership interests and appoint the person to open your bank account. Verify what subsequent steps you need to take in your county/city because these are different; verify if your kind of activity requires registration with state and or county. With regard to address and documents, remember that Florida requires a physical address (no PO Box) and that banks have been more and more difficult about using virtual addresses in recent months.

Cherie M.

Answered Aug 1, 2025

It primarily depends on what your operating agreement says regarding consent for making changes. That will control the process. If it is just changes to the operating agreement, it does not need to be reported to the Secretary of State. Changes to the Articles of Organization would need to be reported, however.

Paul S.

Answered Jul 18, 2025

You've identified several of the key items to include - project scope, responsibilities, timelines, confidentiality, and dispute resolution. You also want to outline how ownership of the project will be split, and how profits/revenues will be split. Will you be forming an LLC to carry out the project? What will each party be contributing to the project - money? equipment? expertise? facilities? The MOU will be a solid working outline for then preparing a definitive, binding agreement - this could be a partnership agreement, a joint venture agreement, an LLC operating agreement, or something of that nature.

Christopher N.

Answered Jun 20, 2025

The short answer is: likely yes. The issue of your visa and owning a business are mutually exclusive. HOWEVER, you H1B visa is sponsored by your current employer, if you leave that employment without another visa, you have to leave the country. I HIGHLY recommend you speak with an immigration AND a business attorney to determine how the two issues may conflic, or how you can thread the needle so as to avoid issues on both matters. Good luck.