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Can I Transfer My LLC’s Property to Myself? And More Free Legal Advice – Free Joe 3/27/12

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On Tuesdays and Fridays, attorney Joe Escalante answers legal questions for free on the LegalZoom Facebook Page. Did you miss the last Free Joe? Don’t worry. We’ve got it all right here.

Marilyn: Can I transfer the deed on a property owned by my LLC to myself, personally?

Joe Escalante: The term is conveyance, and yes.

Tamika: Question for Joe: if you cosigned for someone to get an apartment and they skipped out on the rent with 4mths due and you setle with the complex, can you turn aroung and sue the person you cosigned for?

Joe Escalante: Yes. You promised to make good on the contract. You did that. You didn’t promise to pay the renter’s bills without being reimbursed (as far as I know). It’s perfectly legitimate to go after the renter for the amount you had to pay on the renter’s behalf. The doctrine of unjust enrichment would not allow the renter to get away with this. File in small claims court unless it was some kind of palace or something. Small claims limits vary from 5k to 10k depending on where you live. Good luck.

Patricia: Question: What are my legal obligations to a second mortgage lender if my house forcloses? Do I still have to continue paying or does the second mortgage foreclose as well?

Joe Escalante: The second, or junior, lender’s remedy to get paid is no longer connected to the house after foreclosure. The lender must go after you directly if you stop paying. They can get a court to order a deficiency judgment against you. However, this is evidently very rare and some states don’t even allow it after someone has lost their home.
They usually leave you alone., “cuz you gots no money” Unless you have a bunch of other assets they think they can get at.

Michael: Is it worth trying to get a patent on an Android app I’m having developed. Also, is it even possible? The type of function is available in other areas of the tech world but not yet on Android.

Joe Escalante: To get patent protection your invention must be “novel” and “non-obvious.” Just applying it to a different piece of hardware might not qualify. But the patent office often gives patents out willy nilly, so you could try. Do a little research and see if they have granted similar patents to others in your situation. In the app world, where things move so fast, by the time you got your patent finished, there might be a new generation of app ideas that makes yours obsolete anyway.
I would pay for a consultation with a certified patent attorney.

Ricky: What exactly is a toxic LLC, and how does one avoid setting one up?

Joe Escalante: A toxic LLC is just a term that describes an LLC that exposes its members to personal liability and doesn’t provide tax benefits normally connected to an LLC.
This has to do with whether your LLC is properly set up and maintained. You need a good tax pro to make sure you are benefiting from this entity. You also need to deal with creditors in the proper way to avoid personal liability.
However, a lot of insurance is “insurance” against the possibility that your LLC is toxic.

Josh: Hey Joe. I know that shares all have to be the same class in an S-Corp, but can the S-Corp issue non-voting shares? Thanks

Joe Escalante: Differences in voting rights among shares of stock of a corporation do not automatically indicate that there is more than one class of stock. One class of stock means everyone has the same rights in terms of distribution of proceeds and liquidation. However, sometimes an s-corp can engage in business that treats one class of share holder different than others, creating a constructive second class of shareholder, this losing the S-corp status. So yes, it’s possible.

Roxann: Question; I did a Will when I was pregnant 23 years ago, I know it needs to be revised, can I do that with LegalZoom or go back to the lawyers office that did it for me?

Joe Escalante: It’s easier to just make a new will. Wills (like the Legalzoom ones) always start out with a paragraph renouncing any previous wills. Then you just start over, copy and paste language you like from the old will, if you need to. That’s what I would do. Just get a legalzoom will and it will all be finished.

DeLyla: My insignifigant other threw me out in late July of last year and has keep every dime of the money, hoping to shame/starve me into accepting any thing for the divorce settlement. The divorce is scheduled for 04’23/12 and I have NO money to even consult a lawyer. Whick EVERYONE suggests I do … Legal aid is a no go so far … to busy, so if their was no PHYSICAL abuse, i go to the bottom of the line. spoke to a graet lawyer who gave me advise, but she said $10,000.00

Joe Escalante: If you have no income, and your husband has some, the lawyer should petition the court to have your ex husband pay your legal bills. This technique varies by state, but in my state it happens all the time. Next, buy the NOLO press divorce book with the dog on the cover. Read it. It will really help you.

Juan: I started a corporation in Delaware, I office in Texas, do I need to pay Texas taxes though my business is based online?

Joe Escalante: In California you would pay to do business as a “foreign corporation.” I’m not sure what Texas charges for that, but they probably aren’t going to buy your “online business” argument. If you are physically present in the state pushing the buttons, they are going to want to decide whether they are going to tax / control you.

LisaMary: What recourse do you have besides small claims court when a ‘boyfriend’ literally lives off you for 2 years (rent, car, food, clothes) promising to share expenses then actually steals your cash stash and hits the road?

Joe Escalante: None. But if it was actual theft you could try to file a police report, but the police will tell you to go on Judge Judy.

Jon: What is the best business entity to form (C-corp, S-corp, LLC, …) when our business is based on Internet sales of physical & virtual products as well as some in-person & online events? We focus on international family travel & are consistently on the move (we take our 2 young kids everywhere we go).

Joe Escalante: I would talk to my tax pro. This is really their area when it comes to deciding which entity is going to be best for you. When it comes down to it, the person doing your taxes knows way more about what this is all going to cost you at tax time. Legally, they all can provide protection, but so can insurance. The LLC is easier to maintain, but the tax pro may have reasons to make you a corp. Good luck.

LegalZoom: Thanks for joining us for Free Joe! Come back on Friday for more free legal advice:

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March 29th, 2012 at 5:48 am