Should I incorporate my business?
Frequently, budding entrepreneurs merely evolve into business without giving it the upfront thought the transition deserves. They become what are usually known as “sole proprietors” operating “sole proprietorships,” or one-man/woman businesses.
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Immigration and Employers – Remember your I-9 Forms
There are many issues for entrepreneurs starting and operating their small businesses. In that light, immigration is not just a national issue involving major companies. Small businesses must be aware of government requirements, too.
Since 1986, the Immigration and Nationality Act has required employers to to verify that its employees are able to accept employment in the United States. Consequently, the I-9 form was developed. Every employee must complete an I-9 form at the time of hire. Employers are required to ensure the form is completed within three days of hire. Furthermore, even if the company engages contractors, the company could be liable if it knows the contractor employs unauthorized workers. Obviously, criminal penalties await those who fraudulently fill out the I-9 form, but civil penalties also can be levied against companies who fail to keep proper records, even if the employee is legally authorized to work in the United States.
As always, ask your attorney to make sure that your company’s legal issues are covered so that you can focus your energy on growing your business.
Tarley Robinson, PLC, Attorneys and Counsellors at Law
Williamsburg, Virginia
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When Raising Money For Investment Purposes From Any Source, BEWARE
Raising money or obtaining other property for investment purposes from whatever source in Virginia, including from family and friends, implicates state and federal law.
Some may have read about the recent action for fraud filed by Andrew Cuomo, the Attorney General of the State of New York, against Ernst & Young, LLP, one of the largest accounting firms in the United States. Some, noting that this action was not brought under the Securities Exchange Act of 1934, may have wondered from whence the Attorney General’s authority arose. Authority arose under the Martin Act, a New York law initially passed in 1921, and amended and codified in 1982 in Article 23-A of the New York General Business Law.
What is important for those in the Commonwealth of Virginia attempting to raise money or obtain other property for investment purposes is that Virginia has similar securities laws. Virginia’s Securities Act is codified in Title 13.1, Chapter 5, of the Code of Virginia. As with that of the State of New York, the reach of Virginia’s Securities Act differs from, and is more extensive than, that of the federal securities acts.
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Employee Non-Competes: Why Must Prospective Employers Be Wary?
We have written previously about employee “non-competes” (a/k/a covenants not to compete or non-competition agreements). You may have come across them in your own business, either by requiring them of your own employees or seeking to hire someone subject to a non-compete. However, the area of law surrounding non-competition agreements can be tricky, and a new decision has added to the intrigue.
In DePuy Synthes Sales, Inc. v. Jones, the Eastern District of Virginia denied two motions to dismiss filed by the new employers of employees governed by non-compete agreements. DePuy employed two salespersons pursuant to employment agreements that contained non-compete provisions. They eventually left DePuy and began working for a competitor, Sky Surgical. DePuy sued the employees and Sky Surgical. This blog post examines the tortious interference of employment contract claim made by DePuy against the new employer, Sky Surgical.
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Do you need an attorney to negotiate on your behalf?
This blog post comes from Jason Howell, our 2011 Summer Associate when he was a rising third-year law student at the William & Mary Law School. Jason is working with us this summer and debuts his first blog post.
Negotiation can be challenging. Whether you are negotiating the terms of a business agreement, trying to buy or sell property, or settling a dispute, getting to an agreement can be difficult. Even if you are successful in getting the other side to negotiate with you, you may feel at a disadvantage or worry that there is something in the final negotiated agreement you are missing.
Hiring an experienced attorney to represent you can give you advantages that can help you get to an acceptable agreement. By using an attorney in your negotiation, you can benefit from the attorney’s knowledge and skill, which can help you to reach your negotiation goals.
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Limited Liability Companies: What happens to an LLC when a Member dies?
This case has been overturned by statute. Check out this blog post for the details.
We have written about the importance of operating agreements to help succession planning for your limited liability company (“LLC”). Operating agreements can help the company with procedures to remove a member, or with procedures to permit a member to leave the LLC on his own accord. This blog post reviews a recent Virginia Supreme Court case that shows the importance, and limitations of your LLC operating agreement to set forth succession planning of a member’s interest when that member dies.
LLC Agreements
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The Proposed Tax Legislation and You
In S8721, S. Amend.4753 amending H.R.4853, there is some good news with respect to the long in limbo future of federal estate and gift tax legislation for taxable years beginning after December 31, 2010. Further, it appears that the estate and gift tax amendments are likely to pass both houses of Congress this year, though nothing is certain in the current legislative environment.
Under the proposed legislation, the amount of a decedent’s taxable estate excludable from estate tax would be $5 million. For years beginning in 2012, the exclusion amount would be indexed for inflation. While the provisions of the proposed legislation will sunset with the entirety of the proposed tax package, this time as of December 31, 2012, the inflation index provisions as to these provisions may be an indication that there exists some consensus that the estate and gift tax components of the current tax bill may represent appropriate long-term policy.
