Contact Us

Frequently Asked Questions

Business, Corporate and Commercial Law

What is the difference between an LLC and a corporation?

Both types of entities provide protection to the individual owners from liability to creditors. The LLC, however, allows the owners to select the tax treatment of a partnership, so that there is no tax at the company level, with profits and losses flowing through to the individual owners.

I'm a partner in business and one of my partners is threatening to dissolve the partnership and take over the business. What should I do?

You should seek immediate advice from an experienced attorney. Your lawyer will advise you on your rights and obligations as a partner. Your attorney will advise and assist you in keeping your business operating and resolving the dispute.

What is a sole proprietorship?

A sole proprietorship is a business owned by one person, who is personally liable for the obligations of the business.

What is a partnership?

A partnership is the legal relationship between two or more persons who carry on business together in order to make a profit.

What is a corporation?

A corporation exists as its own legal being. The owners of a corporation are its shareholders.

What are the differences between C and S corporations?

The Internal Revenue Code allows for two different levels of corporate tax treatment. Subchapters C and S of the code define the rules for applying corporate taxes. Subchapter C corporations include most large, publicly held businesses. These corporations face double taxation on their profits if they pay dividends: C corporations file their own tax returns and pay taxes on profits before paying dividends to shareholders, which are subsequently taxed on the shareholders' individual returns. Subchapter S corporations meet certain requirements that allow the business to insulate shareholders from corporate debts but avoid the double taxation imposed by subchapter C. To receive subchapter S treatment, corporations must:

  • be domestic;
  • not be affiliated with a larger corporate group;
  • have no more than one hundred shareholders;
  • have only one class of stock;
  • not have any corporate or partnership shareholders; and
  • not have any nonresident alien shareholders.

Additionally, after a business is incorporated, all shareholders must agree to subchapter S treatment prior to electing that option with the Internal Revenue Service. The limitations imposed by the subchapter may affect the transferability and marketability of corporate shares.

What is the difference between an S corporation and a limited liability company?

They are very similar in how they are taxed. The LLC has no restrictions on how many shareholders it may have and who they may be. An S corporation is restricted to 75 shareholders, and they all must be U.S. citizens and residents. Do limited liability companies follow the partnership or corporation model for dissolution? Limited liability companies can be forced to dissolve under more circumstances than corporate business organizations. As with partnerships, an outside occurrence can signal the end of a limited liability company's existence. Depending on the state statute, a limited liability company may formally terminate if an owner experiences:

  • death;
  • retirement from the company;
  • resignation from the company;
  • personal bankruptcy; or
  • expulsion from the company by the other owners.

Once dissolution is brought on by one of these events, the remaining members typically must wrap up the company's remaining obligations and terminate the organization. However, if two or more members remain, they can avoid termination by agreeing to continue the business. In this case, members should review state limited liability company laws for formal requirements to remain a legal business entity.

Is an out-of-state corporation required to file with the Georgia Secretary of State?

Sometimes. A corporation incorporated in another state, a "foreign" corporation under Georgia law, should review the provisions of O.C.G.A. 14-2-1501 (profit) or O.C.G.A. 14-3-1501 (nonprofit). These laws provide that a "foreign corporation may not transact business in this state until it obtains a certificate of authority from the Secretary of State."

However, each statute lists a number of activities that "do not constitute transacting business." Thus, if a company's business in Georgia falls into one of these categories, it is not required to file with the Secretary of State. The burden is on the corporation to determine whether or not it should file; the Corporations Division cannot provide legal advice. A corporation that is uncertain about this question should consult its legal counsel. A corporation that decides that it should file is required to do so within 30 days of commencing business in Georgia.

Do I need permission to conduct business in another state when I am already incorporated in my own state?

Yes. A foreign incorporation wishing to do business in another state must qualify to do so. It is typically a simple process. One need only contact the Secretary of State for the state that he or she wishes to conduct business in.

What is the "registered agent" of a corporation?

The registered agent is the "mailbox" for the corporation. He or she is the person or entity designated by the corporation to receive any lawsuit or other official communication on its behalf. The registered agent may or may not be an owner, shareholder or officer of the corporation. Many corporations use their attorney or a professional corporate service company for this service. The registered agent's address must be a street address in Georgia, and the agent must be located at that address. Please review O.C.G.A. 14-2-501 (profit) or 14-3-501 (nonprofit). A post office box or "mail drop" may not be used as the registered agent address.

Personal Injury

How much money is my case worth?

Your case is worth either what you agree with the insurance company it's worth or the amount of a cash award granted by a judge and jury. We examine all of the conditions surrounding your case in order to arrive at a figure that we believe the insurance company must pay for your injuries. Generally, the dollar value is dependent upon the type and extent of your injuries. Other factors influencing the dollar value of your case are the amount of medical bills, length of treatment, frequency of treatment, future medical bills, permanent disabilities and any other damage that can be documented. We study every detail so that we can get you the money you deserve for your injuries.

How long will it take to get a fair and reasonable settlement offer?

Cases can vary in length from weeks, months, to even years in some instances. Typically, you will get paid after you have healed from your injuries and have been released by the doctor. This is the best way you can be assured of receiving full compensation for your injuries. We want you to get this compensation for your injuries, so we wait until treatment is completed before telling the insurance company how much your case is worth. We never rest, however. While we wait for your treatment to be completed, we gather the information that increases the value of your case. We constantly do everything we can to move your case forward toward settlement.

Should I release my medical records to the insurance adjustor?

Definitely not. Releases should only be signed under limited circumstances and after consulting with a qualified personal injury lawyer. If your medical information gets into the insurance adjustor's hands, it could hurt your case.

Who will pay the doctor bills and fix my car if the other person has no insurance?

Even if the other driver doesn't have any insurance, you may still be covered. Check with our office. We can look at your policy and tell you if you have uninsured motorist coverage, coverage which can compensate you if you are involved in an auto accident with someone who has no insurance.

Am I able to claim out-of-pocket expenses?

In most cases yes. It makes it easier if you keep all your receipts. For example, taxi to hospital for an appointment - obtain a receipt from the taxi driver. A list of the money you spend and the reason would also help.

What types of damages am I entitled to receive after being injured in an accident?

There are numerous factors or types of damages, which together, comprise your total recovery in a personal injury claim. It is the responsibility of your personal injury attorney to review each factor, consider the specific circumstances of your claim and seek appropriate compensation from the liability insurance company. The following represents the basic types of damages:

  • present loss of income as a result of being injured, in addition to, projected loss of future earning capacity, where appropriate;
  • recovery of all medical expenses incurred to treat your injuries; also, possible future medical expenses;
  • childcare expenses incurred as a result of your injuries;
  • personal property damage (repair or replacement of your car involved in the accident);
  • disruption of your "personal relationship" with your spouse (loss of consortium);
  • pain and suffering (considers the burden and detraction from the quality of your life); and
  • punitive damages (intended to punish the party at fault in certain types of accidents where it can be proven that the conduct involved was "willful and wanton").

What should I bring with me for my meeting with a lawyer?

You should provide a lawyer with any documents that might be relevant to your case. Police reports, for example, contain eyewitness information and details about the conditions surrounding auto accidents, fires, and assaults. Copies of medical reports and bills from doctors and hospitals will help demonstrate the extent and nature of your injuries. Information about the insurer of the person who caused your injury is extremely helpful, as are any photographs you have of the accident scene, your property damage, and your injury. The more information you are able to give your lawyer, the easier it will be for him or her to determine if your claim will be successful. If you haven't collected any documents at the time of your first meeting, however, don't worry; your lawyer will be able to obtain them in his investigation of your claim.

Will the person who caused my injury be punished?

Not in the traditional sense of the word. Defendants in civil actions for personal injury do not receive jail terms or criminal fines as punishment. Those are criminal sentences, and personal injury cases are civil actions. However, in some cases, juries and courts can award what are called "punitive damages," which are designed to punish defendants who have behaved recklessly or intentionally against the public's interest. The goal in ordering the payment of punitive damages is to discourage such defendants from engaging in the same kind of harmful behavior in the future.

What can I receive if my personal injury lawsuit is successful?

Usually, a person who is liable for an injury and therefore his or her liability insurance company must pay an injured person for: medical care and related expenses; income lost because of the accident; permanent physical disability or disfigurement; loss of family, social and educational experiences; emotional damages, such as stress, embarrassment, depression or strains on family relationships; and damaged property. You will be awarded "damages," which is money intended to restore you to the position you were in before your injury. This money is not considered income, and is not taxable as income by the federal government or the states.