Can the same entity be a B Corp and an LLC, or an S-Corp and a C-Corp? Fellow Lawfolk, In the United States, can a business file to be any one of the three combinations: LLC &amp; B-Corp S-Corp &amp; B-Corp C-Corp &amp; B-Corp As in: Can you simultaneously be an LLC &amp; a B-Corp, or a S-Corp &amp; B-Corp, or a C-Corp &amp; B-Corp. Thanks for your time.
B Corporation is a private certification affirming that a certain company has achieved "the highest standards of verified social and environmental performance, public transparency, and legal accountability to balance profit and purpose." It is issued by B Lab, a non-profit organization. These are the people involved in issuing a B Corporation certification. Just to be completely clear, you wouldn't be "filing" to be a B Corporation the way you would file to become organized as an LLC with your state's Division of Corporations. You would simply be applying to a private sector body for a certification of your corporate practices. Therefore, a B Corporation certification can be held by any for-profit company of any kind of business structure. You can be a B Corporation-certified LLC, LLP, sole proprietor, corporation, and so forth. You can also be a B Corp-certified S corporation, or a B Corp-certified C corporation. This is just a footnote, since what I'm about to explain next doesn't really answer your question, but provides a useful clarification. In the United States, companies are registered with a state's Division of Corporations (or equivalent), but are also liable for federal income tax. Since different states offer different business structures, the federal government needs to classify all these structures into their own defined categories for the purposes of federal tax calculation. A C corporation is recognized by the federal government to be any business that is taxed separately from its owners. In other words, if I were the shareholder of Apple, a C corporation, I would have to pay my personal taxes on dividends earned from Apple, while Apple has to pay corporate income taxes on its profits, regardless of the (taxed) dividends it has paid out to me. This leads to what is called double taxation. Corporations and LLCs would commonly be regarded by the federal government as a C corporation. An S corporation is recognized by the federal government to pass corporate income on to shareholders, who then pay personal income taxes on corporate income. Therefore, tax on corporate income is only paid once. Sole proprietorships would commonly be regarded by the federal government as an S corporation. Just as a concluding thought exercise: a firm can be organized as an LLC under state law, certified as a B Corporation, and recognized by the federal government as a C corporation. It can actually be all of these three things at once.
You cannot use a trademark in a way that may cause confusion that your goods and services are associated with or endorsed by the trade marked goods and services. If you are clear that they are not then you shouldn't have any problems on that front. You also cannot defame the brand: that is make derogatory comments that are not true. On a practical note, when Pepsi (for example) sends you a cease &amp; desist notice, what are you going to do? They can go to the petty cash tin for $2 million to make your life a legal hell for 18-36 months: how much do you have to defend your rights?
The name of a company is not necessarily a trademark, so you are conflating two different concepts: A company name is the legal identity of the company, like your name is for you. A brand is an advertising construct which identifies certain goods or services. For example, Microsoft is both a company name and a trademark while Windows is only a trademark. Company names are regulated by whomever it is in your jurisdiction who is responsible for this: in Australia this is the Australian Securities and Investments Commission (ASIC). In general, within the same jurisdiction, you cannot have two company names that are the same. So, if you are not registering your company in the UK you should be fine. Trademark is about protecting brands and ensuring that there is no scope for confusion by the consumer that your goods and services are theirs (and vice-versa). Generally, if there is no room for confusion there is no trademark infringement. E.g., if your brand is about software and theirs is about agriculture then this is probably OK. If you both make software but you are a game company and they make accounting software this might be OK too, or it might not.
Tricky. First, what is better for you? You usually start an LLC to protect yourself (the person) from liability in case things go wrong. Worst case, you lose all the assets of the LLC. So if the LLC owns the copyright, that is an asset, which can be lost if the LLC goes bankrupt. So I'd say it's better for your protection if you own the copyright personally. If you created the software in your own time, before the LLC was started, then you own the copyright. You should create a proper contract saying that the LLC has the non-exclusive right to market the software and keep profits from the sale of the software, and that this agreement can be cancelled by you at any time. Signed by you, as a private citizen, and by the director of the LLC, which happens to be you as well, on behalf of the LLC. That will give you maximum personal protection. On the other hand, investors won't be willing to invest in your LLC, because it basically owns nothing of any value. So if you want investments, then you may be less able to protect your assets, because the investors want to protect their assets as well.
First, shares are a form of raising capital. A company must have some capital, and Bob receives the shares in exchange. So it is not free (the exact minimum would depend of the requirements for incorporating). In both cases, Bob is not only a shareholder but the manager of Bob Limited. Bob will not incur liabilities for being a shareholder, but he can be at fault for his actions as a manager (for example, if he gives false financial data about Bob Limited in order to get credit for investing). Do not confuse Bob the Managerand Bob the Shareholder, as they are different roles. Of course, if you are a trading company and Bob the Manager approachs you asking for credit for Bob Limited, you will have to consider which assets Bob Limited has to cover possible debts, and you will ask him the books or other proof. If Bob the Manager provides you the correct information about Bob Limited and does nothing "funny"1, Bob the Manager is off the hook; you did provide credit hoping to get profits but you knew that there was a risk, and you were given the data needed to evaluate that risk. If Bob the Manager did things the wrong way (he did "cook" the books, he did provide false data or he did appropiate Bob Limited money) then Bob the Manager will probably be prosecuted. But Bob the Shareholder will not be liable for this, he will only lose the assets he did put forward as capital as the Bob Limited value will drop to zero. B) does not change much the situation, Matt still only loses his part of the company2. The difference here is that if Bob the Manager did "funny" things and did not manage the company correctly then Matt may sue Bob the Manager, too. 1For example, using the assets borrowed to buy a nice mansion and then selling it to Bob the Shareholder (or to Bob the Manager) for $1. 2Which is not valued at $50 but as half the net worth of the company. Of course, if the company was valued at $100.000.000 and Bob the Shareholder sold half of its shares for $50, people from the tax office are likely to come asking lots of questions.
I believe that under federal law, the franchise owner cannot avoid overtime in this way. A similar case was considered by the Labor Department in 2005 (FLSA2005-17NA): This is in response to your request for an opinion concerning the application of the overtime requirements of section 7 of the Fair Labor Standards Act (FLSA) to employees who work at two different health care facilities operated by one management company. It is our opinion that all hours worked at any of the facilities must be combined for the purpose of calculating hours worked under the FLSA. The letter explains the logic pretty clearly, with citations. When an employee is "jointly" employed by two or more employers, then the hours are all combined for overtime purposes. 29 CFR 791.2(b) explains how "jointly" is determined: Where the employee performs work which simultaneously benefits two or more employers, or works for two or more employers at different times during the workweek, a joint employment relationship generally will be considered to exist in situations such as: (1) Where there is an arrangement between the employers to share the employee's services, as, for example, to interchange employees; or (2) Where one employer is acting directly or indirectly in the interest of the other employer (or employers) in relation to the employee; or (3) Where the employers are not completely disassociated with respect to the employment of a particular employee and may be deemed to share control of the employee, directly or indirectly, by reason of the fact that one employer controls, is controlled by, or is under common control with the other employer. Paragraph (1) applies: the two employers (the two restaurants) have an arrangement to share the employee's services (the owner is explicitly dividing their hours). Paragraph (3) also applies: both employers are under common control, since the same person owns both. They certainly are "not completely dissociated". The same logic would seem to apply even if the two locations are different restaurants, or different types of businesses. The 2005 letter explains further: Factors that are relevant in finding joint employment include, for example, whether there are common officers or directors of the companies; the nature of the common management support provided; whether employees have priority for vacancies at the other companies; whether there are any common insurance, pension or payroll systems; and whether there are any common hiring seniority, recordkeeping or billing systems. These also seem likely to apply in your hypothetical cases.
If I do some business travel for your company then I send you a bill for my working time and my expenses, and I expect it to be paid. If your shareholder does some business travel for your company, they can do the same. If they don't charge you for the working time, good for your company. Just expect the IRS to look at this bill more carefully than usual to make sure this is not in reality a dividend payment. For example, if the business travel was &quot;two weeks in a five star hotel in Hawaii, all expenses paid&quot;, that wouldn't look quite right and cause trouble for both of you. PS: Cost of travelling to a company’s share holder meeting is not a business expense.
First of all, this assumes that the debt consolidation firm would be willing to buy, and the CC company willing to sell. With a trial already scheduled, this might well not be the case. Secondly, when (if) the debt consolidation firm buys the debt, they buy the rights of the seller. In many states the trial could go forward, with the debt consolidation firm substituted as plaintiff. It is not automatic that a sale of the debt would postpone the legal case. Certainly if this happened once, it seems very unlikely that a second debt consolidation firm would buy the debt from the first. And as the comments by Moo and ohwilleke suggest, such a scheme would be fraudulent and criminal, if discovered. It might also constitute contempt of court for intentionally abusing the process of the court. Not a good or safe idea.