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© 2009-2018 Dana H. Shultz, Attorney at Law

ABC Test for Employee Misclassification in California

Banner of the California Courts, the Supreme Court having rendered an opinion about the ABC Test for employee misclassificationThis post discusses a recent California Supreme Court decision by which it adopted the so-called ABC Test for misclassification of employees as independent contractors.

The relevant case is Dynamex Operations West, Inc. v. Superior Court, decided on April 30, 2018. (more…)

May an LLC Manager Be a Minor?

Hand drawn workflow diagram representing an LLC manager whi is a minor

This post discusses whether an LLC manager (the person who manages a limited liability company) may be a minor.

In May a Minor Form an LLC?, I discussed whether the organizer of an LLC may be a minor. In that post, I noted that only five states – Colorado, Illinois, Minnesota, Oregon and Texas – prohibit a minor from organizing an LLC. So, those are the states to which I paid the closest attention in writing this post. (more…)

What is a Managing Member?

Logo for Quora, where Dana Shultz wrote about the meaning of the term " managing member "The post is about the definition of the term ” managing member “. I am writing this because of a Quora question that I answered a short while ago. Please see What is the difference between a managing member and a member in an LLC?

I have not confirmed whether all of the following background information applies equally to all states. However, I know that it applies to enough states that I will present the following as applying throughout the U.S., generally. (more…)

If You Incorporate in the U.S., You Can’t Remain Anonymous

Graphic: no anonymous usersRecently, two different individuals emailed me about their desire to form and run a legal entity while remaining anonymous.

I had to tell them that they could not achieve their objective. This post explains why that is the case.

Initial Formation is Easy

It is easy for a founder to be anonymous when taking the first step to form a corporation or a limited liability company (LLC). (more…)

Software Escrow No Longer Required

Picture of a lock box, symbolizing software escrowSoftware escrow requirements once were common in my law practice. In this post, I will explain why that no longer is the case.

I have seen such arrangements principally with respect to software that a developer hosts (software as a service – SaaS). In a software escrow, the developer delivers a copy of the software’s source code to an escrow company. The developer provides updated versions of the source code from time to time.

If the developer goes out of business, the escrow company delivers the source code to the developer’s licensee (customer). The licensee then has the right to use and modify the source code for its own internal purposes. (more…)

What does “amended and restated” mean?

Alaska Air Amended and Restated Certificate of Incorporation“Amended and restated” is a term that lawyers use a lot. (A Google search produces approximately 792,000 results.) This post discusses that term’s meaning and why lawyers use it. This is part of Dana Shultz’s Canonical Questions on the Law™ series of questions and answers about legal issues, concepts and terminology.

“Amended and restated” can apply to virtually any type of legal document. Examples:

  • Certificate/articles of incorporation;
  • Corporate bylaws;
  • Limited liability company operating agreement;
  • Any other type of agreement;
  • etc.

(more…)

Important Independent Contractor Agreement Provisions

Logo for Quora, where Dana Shultz wrote about independent contractor agreement provisionsI am writing this post because of a Quora question that I answered. Please see What are the most important provisions in an independent contractor agreement?

Independent Contractor Agreement Business Terms

As concerns business terms, the most important provisions in an independent contractor agreement pertain to the following. (more…)

What Are the Types of Partnerships?

Logo for Quora, where Dana Shultz wrote about the types of partnerships in the U.S.I am writing this post about types of partnerships because of a question that I answered on Quora. Please see Why would a group of people organize their business as a partnership?

in the U.S.,  there are different types of partnerships. (more…)

How to Form an LLC

Logo for Quora, where Dana Shultz answered a question about how to form an LLCI am writing this post about how to form an LLC (limited liability company) because of a question that I answered on Quora. Please see What are the basic requirements for forming of a LLC in US?

The following is an overview of the steps required to form an LLC properly in the U.S.: (more…)

Is an Operating Agreement Required for an LLC?

First page of OA for post that answers: Is an operating agreement required for an LLC?I have written many times about limited liability company operating agreements. This post answers the following question: Is an operating agreement required?

As is the case for many issues pertaining to limited liability companies, the answer varies from state to state. To answer this question, we need to examine the relevant statutes for each state.

Most States, Operating Agreement Not Required

Most states do not require that an LLC have an operating agreement. For example: (more…)