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Business & Corporate Lawyer, Small Business Attorney Northern Virginia.

Gross & Romanick, P.C. > Business & Corporate Lawyer, Small Business Attorney Northern Virginia.

What is a fictitious name certificate? Does my business need to file one?

Under Section 59.1-69 of the Virginia Code, any business operating in Virginia under a name that is different from the owner's legal name must file a certificate of assumed or fictitious name (also called a "certificate of trade name certificate") setting forth the name under which the business is conducted and the owner of the name. The obligation to file the certificate extends to individuals, corporations, LLCs, limited partnerships, and LLPs. Currently the certificate is filed in the clerk's office of the county or city where the business is conducted, and registered business entities are required to file a certified...

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My company is properly registered in Virginia but we do business in various other states. Do I need to register my company as a “foreign” entity in those states?

registered agent Fairfax, registered agent Virginia

While each state has different rules, there are some general principles that govern the registration of "domestic" Virginia entities in other states. Most every state tests the need to register based on the frequency and the nature of the business transactions occurring in the applicable state. It is not always easy to make a determination, but you can find the rules for each state here: https://www.sba.gov/starting-business/choose-register-your-business/register-state-agencies In most states, you will need to register your Virginia entity as a foreign entity if any of the following are true: You maintain an office in the state. You have employees physically working in...

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Should a Virginia company formally dissolve and terminate when it is going out of business?

The process of dissolving and terminating a Virginia corporation or a Virginia limited liability company (each generically referred to in this article as an “entity”) was discussed in the January edition of this newsletter. As stated in that article, when a business owner desires to close an entity, he or she can elect to formally dissolve and terminate the entity, or simply fail to pay the annual fee owed to the State Corporation Commission (SCC) (in which event the SCC will automatically terminate the existence of the entity three (3) months after the final due date for the annual fee). Clients...

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Employee Severance Agreements – Legal Analysis

In today’s weakened and uncertain economic climate, the sad truth is that many employers are being forced to release members of their work staff, and many employees are facing the loss of their jobs. It is the practice of many employers to present recently dismissed employees with severance packages, conditioning the receipt of any severance benefits on the execution of a severance agreement and release. These agreements require careful legal analysis on both ends – from the perspective of the former employee, and from the perspective of the employer. EMPLOYEE If you are an individual that has been given a severance agreement...

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The Importance of Having a Written Contract

A common problem that we encounter at Gross & Romanick is the client who wishes to enforce an agreement that was not put into a writing signed by all parties. Even an exchange of e-mails or written proposals without a signature does not necessarily create a binding contract. While some oral agreements are enforceable, it can be extremely difficult to prove the existence of an oral contract and its terms. To be enforceable, an oral contract requires: (a) a meeting of the minds, (b) definite terms, and (c) a pattern of adherence to those terms. More often than not, the existence of an...

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Credit Applications: The Smart Way to Extend Credit

Merchants, landlords and anyone who extends credit via note, contract or lease should follow the lead taken by banks when making credit decisions. Make sure your applicant fills out a credit application. The credit application is a fact sheet about the debtor; often, it also includes credit terms. Part of the credit application should be a request for specific documents, such as tax returns, deeds and automobile titles. There are important reasons why you should obtain detailed information before you extend credit. First, if there is a default, background information and a listing of assets will be invaluable during the collection...

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The Personal Guaranty

For business owners, a common aspect of doing business is a request by a lender, the landlord or vendors for the owners to personally guarantee the debts and obligations of the company. From the creditor’s perspective, it provides additional assurance that the debt will be paid. From the business owner’s perspective, it may be necessary to close a deal or to obtain financing. However, not all business owners understand the legal significance of the personal guaranty. In many cases, owners are so eager to obtain financing, and so confident that their businesses will succeed, that they ignore the potential repercussions...

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Corporation vs. LLC

Perhaps the most common question we receive from individuals looking to start a new business is: “What is the difference between a corporation and an LLC?” This is a very important question because understanding the differences between these two entities is essential to making the right choice for your new business. Or, in some cases, making a decision regarding whether to convert your existing company to a corporation or an LLC. The first chart below addresses some of the important differences between Corporations and LLCs. The second chart below, which naturally flows from the first, lists some of the pros and cons...

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Purchasing a Business: Legal Due Diligence | Gross & Romanick, P.C.

Purchasing an existing business is a complicated process with several stages. The most important stage for the buyer is the “due diligence” study. A thorough due diligence study should reveal areas of concern and possible mismanagement by the seller. The study will assist the buyer to make an educated determination whether to proceed with the purchase. Regardless of the structure of the purchase transaction (asset sale or equity sale), it is imperative that the buyer conducts a comprehensive review of the business, both from a financial and legal perspective. Hiring an experienced attorney is critical for the legal review, and...

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Stock Purchase or Asset Purchase?

There are two principal methods for buying or selling an existing business: a stock purchase and an asset purchase. The advantages and disadvantages of each method should be assessed in every business sale. The purpose of this article is to explain in very general terms how these methods (and the resulting implications) differ. You may also want to view our YouTube video on asset purchases at: http://www.youtube.com/watch?v=UtM8GXiOSwE In the stock purchase, the buyer purchases the existing ownership interests of the business. If the business is a corporation, the buyer is purchasing stock. If the business is a limited liability company, the buyer...

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