No Crowdfunding, Not Yet

business man with a black suit in handcuffs

December 6, 2012 The Nevada Secretary of State just today issued a press release warning businesses about crowdfunding.  Simply stated, crowdfunding describes the method by which an organization can raise money from a pool of contributors, each of whom pony up a small amount of dough, often through crowdfunding sites on the internet.  Small businesses are excited about this idea because current securities* laws make it incredibly difficult for small businesses to raise money because they require a whole host of legal documents that really only lawyers can prepare.  Not just any lawyer, either.  You really need a securities lawyer to handle this type of thing and, because their malpractice insurance premiums are so high for this area of law, the work doesn’t come cheap. Small

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Nominee Service and Anonymous Owners


I often get calls from people wanting to incorporate in Nevada because they’ve been told that Nevada allows anonymity for business owners, usually through what’s called a nominee service. 

Because this is a HUGE risk for businesses, I need to clear this up.

Nevada does not provide anonymity for business owners. When you form an entity, you are required to disclose the names of the manager or members if an LLC or officers if a corporation.  This information is published on the Nevada Secretary of State’s website.

Some companies will provide what’s called “nominee service” where the company lists itself as the manager/member/officer to provide the actual business owners with privacy.  Notably, no law firm that I can find will provide this service.

Appointing a nominee is

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Exclusivity Agreements in Commercial Leases

At the risk of attempting to sound like a salty veteran, I’ve reviewed a number of commercial lease agreements in my day.  While I do my best to control my instincts that turn me into an overprotective mama bear for my clients (usually the tenants), sometimes I just have to stomp my feet and say NO, you’re NOT signing that.  Now go to your room. I mean…ahem…nevermind. 

Last week a client presented me with an Exclusivity Agreement she received from her prospective landlord.  My client wanted to open a nail and skin care salon in a shopping center that already had a hair salon as a tenant.  In short, the exclusivity agreement between the landlord and the existing tenant said that the landlord could not lease to another tenant whose

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Don'€™t be Afraid of Using a Small Business Attorney

This is audio of an interview I did with Dave Hall, CPA, about the importance of having a lawyer when starting or running a small business.

Buy/Sell Agreements: A Business Valuation Perspective

Gryphon Valuation Consultants, Inc. 702-870-VALU (8258)

Buy/Sell Agreements provide a blueprint for the transfer of business interests, allowing business owners to control and protect their investment in an organized and prescribed manner. Think of the Buy/Sell Agreement as a prenuptial between business partners.

Buy/Sell Agreements address certain triggering events such as death, divorce and the departure of business owners and should be an integral part of every business planning process – ideally, very early in the process. A well-constructed Buy/Sell Agreement serves five crucial functions:

Creates a ready-made market for a company’s shares or membership interests upon the occurrence of a triggering event or other predefined transfer scenario; Defines the price (value) at which the shares or membership interests will be transferred and the terms of the facilitating transaction

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LegalZoom Cost My Client $175

My client had hired LegalZoom to form his LLC last November. When he called me last week for help with getting his local licenses, I discovered the Initial List of Members (which was due 30 days after the Articles of Organization were filed) had never been filed. Therefore, his entity had been in default for almost the entire first year.  Luckily, he hadn’t started operating yet so he hadn’t been refused an account by a supplier, merchant services company, or bank.

To make things worse, he had to pay $175 in late fees to the state.

If you’re going to have LegalZoom form your entity, make sure they finish the process, or that you know where their services end.

Tricky, tricky.

My Friend Wrote another iPhone App!

Check out Stampcard which allows businesses to create coupons on the fly that customers are alerted to when they are near your location!

Way cool.

A Primer on Patents

Everything you needed to know about patents but were afraid to ask…

By Pin Tan, Patent Attorney and Managing Partner of Lightbulb IP

Protection for New and Useful Inventions

Patents provide broad protection over inventions or discoveries that are both new and useful by giving patent holders the exclusive right to make, use, sell, or offer to sell their patented inventions. This means a patent holder can exclude third parties from making, using, or selling his or her patented invention. Unlike other forms of intellectual property protection, a patent holder’s exclusive rights extend to third parties who independently develop or discover the invention.

Types of Patents and Patent Applications

There are three types of patents and patent applications, namely, utility, design, and plant patents. Utility patents protect the way

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Clark County Cracking Down on Unlicensed Businesses

August 28, 2012

A little birdie just told me that Clark County is cracking down on unlicensed businesses, especially real estate brokers, real estate salespersons, and professional promoters.

To see whether your business is in the county’s jurisdiction, check the Jurisdiction Locater.  Look at what appears next to “Jurisdiction.”  If it says Clark County, check the status of your business license in their Database.

If your license isn’t in Active status, you can pay your license fees online.  However, you need the information from the bill they send you. 

If you don’t have the bill, you should probably pay their office a visit or mail in your payment to:

Clark County Business License – Billing and Payments 500 S. Grand Central Pkwy, 3rd

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Small Business Horror Story #6: Not Properly Closing Your Business

Today I received a call from a potential client who was called before the Nevada Department of Taxation about $60,000 in taxes, penalties, and interest he owes from a business he stopped operating in 2009.  Apparently he simply closed the doors of the business and changed his address.  Three years later he’s on the hook for this money partly because he failed to request the Department of Taxation cancel his tax permit.

When you’re closing up shop, it involves far more than just closing the doors.  Here are just some of the things to consider when shutting down your business in order to avoid personal liability…

Follow any termination or dissolution protocol outlined in an owners’ agreement, Make sure all your debts are paid or that arrangements have

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