Your IM Legal Questions -Part III

Holdthescroll said:
Thanks for answering my question in part II.

Can you give us the low down on what it actually takes to be protected with a single member LLC. What sorts of things are good to say in my optional provisions? What other forms like that do I have to file? BTW: I only know that optional provisions exist because my state's new business registry website popped up a section for me to write some shit in there when I was registering my business. Like a pro I left that optional provisions section blank because I had no idea what to say.

After reading a bunch, I'm 100% sure I'm fucking up somehow and my business is doing jack shit for me besides providing me with an EIN.

Any help would be appreciated
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LLC's are a state entity, not federal, so I can't speak much outside of how LLC's are treated in my state. Some states consider single-member LLCs to be no different from a sole proprietorship, but most states give them more protection.

If you want to play it safe, I usually recommend using a standard C-corp over LLC, then electing Sub-S status to get the federal side involved. You can actually elect to be a Subchapter S corp even if you originally set yourself up as an LLC instead of an Inc, and that will give you some distinctive tax advantages at higher levels of income, but doesn't affect your state-level legal entity/protecion. As for legal protection, when it is single-member I almost always recommend people go the Inc route vs. the LLC route, but my state treats them pretty similiarly.

Assuming you're stuck with the LLC and don't want to start a new corp entity, the first step in protecting yourself is one you've already done, get an EIN. If the biz has property or vehicles it uses exclusively, title them in the LLC name. Sign all contracts XYZ LLC, by John Smith (vs. just signing as your personal self). I've known people in States that treat single-member LLCs like sole-props to actually add a 1% non-voting, silent "partner", just to get the extra legal protections that come up when you have more than one member. Overall though, the levels of protection afforded to single-member LLCs vary too much from state to state to provide a clear roadmap, but these items would be a good start.
 
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Thanks for the response. I'm in OR btw. Good to know I've already been fucking up by signing everything with my personal signature.

But what should I do about the optional provisions? When do those things come into play, and what are they exactly? What do I talk about in the provisions?

How is the corporate veil commonly pierced? Do I have to hold corporate meetings? Do I need to have a business plan or something on file with the state?

The OR website got me. It was $50 to register my business, but when I called up their office to ask how I could possibly revise my optional provisions, they told me that it costs $100.... might as well register a new company (but then I'd have to go through and make a new bank account and shit).

edit: I'm a bit turned off by C-corps and S-corps because I've read that they require a lot more paperwork and formalities (which obviously I fail at). I have heard that I can elect to be taxed as an S-corp, and that could be good, but I'm way more concerned about doing something careless on the internet and getting sued, and then having someone accuse me of not running a legit business.
 
mont you kick ass +rep too much info for me to handle, need to soak it all up but this is some good stuff!
 
mont -

first off, +rep for starting this, its awesome.

my question:

Say I run an attorney directory type deal, and I also offer information based upon certain areas of practice - is having a general page (that is accessible via footer from any page) disclaimer which states that "this advice is not advice of a real attorney, please consult one directly, bla bla" ....or should I be using this at the end of every post/article written?

thnx
 
KaniGT5 said:
mont -

first off, +rep for starting this, its awesome.

my question:

Say I run an attorney directory type deal, and I also offer information based upon certain areas of practice - is having a general page (that is accessible via footer from any page) disclaimer which states that "this advice is not advice of a real attorney, please consult one directly, bla bla" ....or should I be using this at the end of every post/article written?

thnx
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For legal stuff, I'd include the disclaimer at the end of every one, too many people out there would make a bad legal decision (or none at all), then blame it on "Dat' Der' Lawyer site told me it was OK, durr.." and you'd have to deal with the fallout.

Incidentally, there is huge money to be made by IMers in lawyer referral stuff, considering what the average legal client is worth to a firm, the lead-gen biz is great if you can get past the sticking points (convincing lawyers of the value, fee-splitting rules, getting enough traffic from peeps needing a lawyer that can afford one, etc).
 
riddarhusetgal said:
What's your opinion on trademarks in domain names? Actually Charlie (.simm) suggested your opinion would be useful here. I know domain law is still make-it-up-as-one-goes very often (with a heavy hand in favor of the Skadden Arps-ed, Milbank Tweed-ed, etc type big companies) and the little I've read has been a bit inconclusive...
Google Sued for Trademark Infringement Based on Third-Level Subdomain


tx
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covered here , generally speaking. Its so fact-intensive about the particular case details that its hard to give a one-size-fits-all approach to trademark names in domains.
 
Hi Mont,

My scenario is this:
My website lists and reviews a number of websites all who sell product X. The reviews will be written by myself, and guests to my website will also have the ability to add comments and rate each website. In turn the product selling websites will end up ranked.

My question is, if the other websites consider the content on my page slanderous, due to my review or a customers review, do they have a foot to stand on in terms of:

  • Requesting the removal of content from my website
  • Legal action against myself
Obviously, I would like to say generally good things about all the websites so that customers on my site will click through more often, but some people (companies) may take negative feedback comments critically.

My current solution is to use similar 'Terms of Use' as shown on sites such as www.starreviews.com (not related with that site btw.)

If you have any comments I'd truly appreciate.

Kind Regards,
Walden.
 
For those that have submitted feedback/questions for this project, I really appreciate it. I"ve taken the next step and begun working on the project with a partner. I have started a new thread with a sample Table Of Contents for this book over here , please take a look and offer any further feedback you have there (apologize in advance for the formatting, the forum doesn't support my tab stops)

Mont
 
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