1.Why incorporate?
The first question a Maryland prospective business owner may ask is “why should I incorporate?” The reason to incorporate one’s business is to achieve limited liability, which means that a business owner is liable to third parties only up to the amount that the individual has invested in the business. A person that
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So You Signed a Non-Solicitation/Non-Complete/Non-Disclosure Agreement, Now What??
Business clients often confuse the above terms, each of which protect business owners from a different type of harm. I will summarize the three types of agreements below.
Non-compete agreement:
A covenant not-to-compete is an agreement whereby a party agrees not to compete against another party: 1) in a specific line of business; 2) for…
Buy-Sell Provisions in Corporate Shareholder and LLC Operating Agreements
I am often asked by clients who own their own businesses how to address the circumstances surrounding the transfer of ownership if one of the owners dies, becomes disabled, or whose employment in the business is terminated for-cause? The answer is through the use of language addressing buy-sell situations that are included in an Operating…
Hidden/Disguised Franchises – part 3
The Payment Requirement required for a license to be deemed a franchise:
The last of the three definitional elements of a franchise covered by the FTC Franchise Rule is that purchasers of the business arrangement must be required to pay to the franchisor as a condition of obtaining a franchise or starting operations, a sum…
Hidden/Disguised Franchises – part 2
Here is what the FTC Franchise Rule states on the “Significant Control or Assistance” element of a franchise relationship, directly from the FTC website at http://www.ftc.gov/bcp/edu/pubs/business/franchise/bus70.pdf.
“The FTC Franchise Rule covers business arrangements where the franchisor will exert or has the authority to exert a significant degree of control over the franchisee’s method of…
Hidden / Disguised Franchises – part 1
Often times I have prospective franchisor clients, that is, clients who believe they have a business concept that can be expanded possibly through licensing or franchising, ask me to explain the differences between licensing and franchising from a legal perspective. Inevitably, the conversation turns to an explanation from the client as to why the concept…
Drafting Corporate Documents
A Maryland corporation or LLC need only file Articles of Incorporation/Organization with Maryland Department of Assessment and Taxation in order be lawfully incorporated. Once formed, it is advisable that every Maryland entity consult with a Maryland business attorney to discuss the drafting of a set of Bylaws, as well as a shareholders’ agreement or operating…
Play By the Franchise Rules
In its simplest form, “Franchising” is the license of the franchisor’s business or operating system and its trademark to a franchisee for some period of time, in exchange for a fee. The fee usually takes two forms: an initial franchise fee paid up front and an ongoing monthly royalties paid during the life of the…
Post Judgment Oral Examination of a Judgment Debtor
Following up on my earlier blog posts that included post-judgment interrogatories and requests for documents, a judgment holder can also request that the debtor appear before a court-appointed examiner and answer questions under oath from the judgment holder’s counsel. Failure of the Debtor to appear for the exam or answer the questions truthfully could lead…
Post Judgment Request for Documents
Following up on my earlier blog post that included post-judgment Interrogatories, whereby a judgment holder can require a debtor to answer certain questions about the debtor’s assets and wages, a judgment holder can also request that the debtor turn over documents.
Here is a sample of some of the documents I request.
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