One area where the fearless business owner is apprehensive to tread is the question of incorporating.

Many see incorporating as another legal hassle they don’t have time to tackle. Plus, there’s always a cost involved, and in the end, what’s the benefit to incorporating a business?

The main reason behind incorporating a business is that it protects the owner in the event of financial difficulty or if a legal action is brought against the business.

When you incorporate a business or file for an LLC (Limited Liability Company), you’re taking a big step in protecting yourself as you strive to reach your goal of expanding your business. Why? The reason is simple: you’re inserting a liability shield between potential plaintiffs and your own personal assets. Proper steps must be followed however if you want to preserve the liability shield. One such example is maintaining completely separate financial records for personal and business expenses. There should be no comingling of business and personal funds.

Let’s say that you opened a bakery that made some of the very best doughnuts in the Baltimore area. Thanks to your baking skills, coffee shops, grocery stores, and restaurants begin to carry your confections.

Suddenly, the economy begins to slow down, and people no longer have the extra money to buy doughnuts.

Your clients stop carrying your doughnuts, and you can’t pay for ingredients, labor, and the rent on your facility. The economy proceeds from bad to worse, and you have to shut down.

Here is where incorporating a business pays off. So long as you did not personally guaranty a loan or credit line, the money you owe to your creditors isn’t owed by you, it’s owed by your corporation.

What happens if you hadn’t incorporated? In that case you’re personally liable because you are the business. This means your home, automobile, savings – everything is fair game to your creditors. You may be protected as a sole proprietor if certain assets, your home for instance, is owned with your spouse as tenants by the entireties.

Insurance isn’t even an option because insurance policies won’t cover the basic debts of a business. If all assets are in your name alone and your business as a sole proprietor fails, the only avenue you may have is to file for personal bankruptcy. If only you were incorporated.

Filing for an LLC or incorporating your business provides protection and peace of mind. The cost is minimal and the time it takes is worth it.

Remember, when you incorporate you’re taking a small step that will result in big advantages.

If you are interested in incorporating your business or have questions about the matter, contact us today!

After countless days of hard work and planning, you are finally ready to put pen to paper on what will be your new store, restaurant or office space. Unfortunately, this is far too often the same point of the story where the dreams of business owners can create nightmares that cost small fortunes unless proper steps are taken.

Leasing out new space for a business can be an emotional time filled with excitement, anxiety and uncertainty. As a result, people frequently rush into leases with landlords that they have no business signing. Most leases are prepared with language geared to deflect liability from the landlord. This is not to criticize landlords, as they too must protect their own business interests in the transaction. However, there is a common misconception that leases are some sort of magical documents that could never be edited in Microsoft Word.

There is nothing wrong with suggesting changes to a contract or lease before signing. In contrast, many things typically go wrong when changes are not suggested.

Commercial space for lease as an office, restaurant or retail is rarely in pristine condition to suit the needs of the new business. That is why many commercial properties are offered for lease in “as is” condition. It is always wise to have an experienced real estate attorney review the particulars of the landlord and tenant responsibilities and obligations in an agreement before it is finalized.

Take a new restaurant as an example. Most new restaurants operate on a tight budget just like everyone else and are not choosing a space because it is the most expensive option available. More often than not, new business owners are making their own concessions in order to be able to afford a space they desire. In reality, these concessions can end up costing more than what it might have been to acquire a more expensive space.

Concessions typically are made by tenants as a result of commercial space being offered “as is” when the desired space actually requires some modernization or renovations. These commercial spaces often lead to additional renovations below the surface of the contract. Restaurants are under intense regulations and face penalties if found not operating up to the various local building and health codes. Restaurants are sometimes penalized for problems that may have existed before the new tenant even occupies the space.

Typical problems include outdated smoke and carbon monoxide detector systems, insufficient accommodations for the handicapped and disabled, unsanitary conditions for employees in kitchens or restrooms and exterior problems such as the condition of parking. More obscure problems may lead to additional legal problems for the tenant. Such problems that could lead to liability exposure may include flooring around walkways or the entrance which may have a propensity to become slippery.

New tenants may find themselves overwhelmed by how these factors can affect their new business or worse, cost them large sums of money. However, acquiring the counsel of an attorney can prevent these problems from occurring in the first place. Experienced attorneys face these types of dilemmas with clients on a daily basis and have a greater capacity to work with landlords and/or tenants to work towards accommodations satisfactory to the needs of both sides. Negotiations may include making arrangements in the lease for the landlord to provide necessary property renovations and improvements before the opening of the new business. Well drafted leases may include language where the landlord provides a tenant allowance whereby the landlord agrees to pay the cost of the tenant requested improvements.

Experienced counsel may also provide advice to the new business owner. Many factors and issues are at play when locating your new home for the business and the lease that will govern. Proceed with caution and do not sign anything with regard to the desired commercial space until after obtaining legal advice.

Disclaimer

1. If you can do so safely, pull your vehicle off to the side of the road out of harm’s way.
2. Whether you are at fault or not, call 911 for help if you believe you, someone in your vehicle or someone in the other vehicle has been injured.
3. Do not leave the scene of the accident.
4. Do not volunteer any information to anyone. For example, do not state to the other driver, “I am so sorry, I was sending a text message.”
5. Limit your immediate communications to medical care providers only.
6. Exchange information with the other driver; vehicle registration, year, make and model.
7. Obtain insurance information of the other driver, including company name and address, policy number, contact information for agent and/or claims.
8. Obtain driver’s license information from the other driver.
9. Seek immediate medical attention if you are injured (Medical claims lose credibility when medical attention is not obtained promptly and when needed after the accident).
10. If you are able, take photographs from your phone of your vehicle and the other vehicle involved in the accident.
11. Contact the law Office of J. Neil Lanzi, P.A. after you have received medical attention.
12. Do not provide any statements to any insurance representatives (except for your own agent) and/or claims adjusters until you have contacted legal counsel.
13. Once you are represented by counsel, let the attorney handle the claim and have no communication with the other driver or the other driver’s insurance company.
14. Follow the instructions of your doctor and physical therapist. Keep all appointments (Missing appointments also hurts the credibility of the medical claim).
15. Allow your counsel to process your medical bills through your personal injury protection (PIP) coverage on your auto policy rather than health insurance.
16. Follow the advice of your legal counsel and upon completion of your medical treatment, counsel will attempt to resolve your claim with the at fault driver’s insurance company.

Please contact us for a more information or if you were recently in an automobile accident in Towson or the Baltimore area in Maryland.

Disclaimer

The guidelines discuss the pre-offer and post-offer phases of the employment interview process. In the pre-offer phase, the employer may ask the prospective employee about his or her employment attendance record, qualifications, skills, education and whether they are able to perform the job with or without reasonable accommodations.  When applying, an employer may not ask the prospective employee if he or she is disabled or inquire as to the nature of the disability. An employee applicant may be asked to describe or demonstrate how he or she would be able to perform the duties of the job, whether with or without reasonable accommodations. Before a job offer is made, the employer may not require a prospective employee to take a medical examination.

Once a job has been offered, an employer may condition the offer on passing a medical examination. These exams are allowed so long as all employees entering the specific job category are required to pass the same tests.  If an employer withdraws the conditional job offer after a medical exam, the employer must establish that the reason for withdraw is job related and necessary for the conduct of the employer’s business.  An example of business necessity would include an applicant rejected for safety reasons whereby the employer determines the individual poses a “direct threat” to the safety or health of himself or others and the risk of injury cannot be reduced or overcome by reasonable accommodations.  An employer may not refuse to hire a prospective employee due to a disability if the applicant can perform the essential tasks of the job with a reasonable accommodation.

One of the goals of the Federal ADA is to allow people with obvious and hidden disabilities an equal chance of obtaining a job.

Disclaimer

In Maryland, reasonable self-help remedies are allowed to prevent injury to one’s property due to encroaching vegetation from a neighbor’s property. This means that a property owner has the right to cut back encroaching branches, vines and roots up to the property line, however, a property owner may not enter the adjoining property owner’s land to chop down a tree or cut back growth without the neighbor’s consent.

Maryland Courts have followed other states which refuse to impose liability for damages resulting from the natural dropping of leaves and other natural debris. Quite simply, state courts fear a flood of lawsuits if such liability was imposed on a neighboring land owner for natural processes. A property owner in Maryland must assume responsibility for the care and preservation of his own property.

Disclaimer

First, an expensive and drawn out court battle may ensue over custody of the children and the ultimate court appointed Guardian may not have been the person you would have chosen. The cost of the court proceedings may be taken from your Estate which results in less money for your children.

Second, management of the remaining assets of your Estate will be supervised by the court and paid to your child in a lump sum at the age of twenty-one. Wills which include Trusts for Children often delay the total distribution until the children are older and better able to handle a lump sum of money. To avoid the above scenario, a Will should be drafted which names a Guardian for your children. It is often wise to name a contingent or back-up Guardian in the event your initial choice for Guardian is not able to fulfill the responsibilities of Guardian.

Disclaimer

Once your company determines it will hire independent contractors, certain steps should be taken.  It should be clear on the job application that the position is for an independent contractor.  Next, all contracts should be in writing between the employer and the independent contractor.  The contract should specify that the relationship between the parties is that of an independent contractor.  Next, the relationship between the company and the independent contractor should be at arms length.  The worker should be paid by the job rather than hourly or weekly.

One of the main factors a court and/or the Internal Revenue Service uses to determine whether a worker is an independent contractor or an employee is the issue of control.  A company should make sure the independent contractor has the ability to determine how and when the work is to be performed.  The contractor should provide his or her own equipment and tools and be allowed to hire his or her own help.

When it becomes time for payment of the contractor, an invoice should be sent prior to paying for a specific job. Payments to a contractor should be kept separate from payments to employees.  Payroll taxes should be the responsibility of the contractor and not the employer.  An employer should not include a contractor under any company benefit plans, including Workers Compensation or Health Insurance.

Note:  The LAW LETTER is published by J. Neil Lanzi, P.A. for clients, friends and professional associates.  The information contained in this newsletter is intended to be general in nature.  Actual resolution of legal issues depends on many factors, including the facts of each case and federal, state or local law.  Competent professional advice should be obtained before any action is taken based on the information contained in the LAW LETTER.

Disclaimer

During the course of a lifetime, most people unfortunately become involved in an automobile accident or know of a family member or friend that was the victim of an accident.

You may have a valid negligence claim in the event you are injured as a result of an automobile accident caused by another driver who failed to exercise reasonable care. Under Maryland law, all persons driving motor vehicles have an affirmative duty to exercise reasonable care. When a driver fails to exercise reasonable care and an accident occurs, he or she has breached that duty and you, as the injured party, may be entitled to recover damages.

Your damages may include compensation for your pain and suffering and for various expenses incurred by you for treatment of your injuries, including the cost of hospital and emergency room treatment, physician visits, x-rays, MRI’s, prescription medicines, and physical therapy. You may also be entitled to compensation for wages lost due to time taken off from work to recover and for future wage losses. Fortunately, the money received from either the settlement of your claim or as a result of a judge or jury award is not considered income and is not taxable. Most personal injury lawsuits are settled by negotiation before trial.

In Maryland, you will not be able to recover damages if you are determined to be partly at fault. Most states still allow recovery even if you are partly at fault, however, Maryland totally bars a recovery in the event you are determined to be at fault in any way.

It is important to note that Maryland has a time limit for filing a personal injury lawsuit called the statute of limitations. A personal injury lawsuit must be filed within three years from the date of the automobile accident or you are forever barred from filing such a claim.

Disclaimer

The Law Office of J. Neil Lanzi, P.A. is associated with counsel who handles pharmaceutical cases involving drugs or medical devices that injure people. Currently, counsel is investigating or handling claims arising out of the use of the following medications or medical devices:

1) Accutane – Irritable Bowel Syndrome, stomach disorders;

2) Darvon\Darvocet – Heart issues, including, abnormal heartbeats or arrhythmias, heart attack, insertion of a pace maker or defribulator, ablation procedures, sudden death (all while taking Darvon or Darvocet or within 24 hours of taking the medication);

3) DePuy Hip implant, Johnson and Johnson recalled (due to infection, breakdown of the implant, metal in blood/or you have received a recall notice or letter);

4) Avandia – heart attack or stroke;

5) Zimmer Next Generation Knee Implants – implants loosen after surgery;

6) Zoloft – antidepressant, when taken during pregnancy can lead to heart issues followed by cleft palate or cleft lip

7) Topomax – anti-seizure medication, if taken while pregnant may result in child born with birth defects, including cleft palate or cleft lip;

Fosamax – female osteoporosis medication, if prescribed for more than two to two and a half years may attack bone structure resulting in spontaneous femur fractures, including transverse femur fractures, high in the leg or the development of stress fractures in the femur which are treated prophylactically with rodding, prior to fracture; and

9) Actos – diabetic medication, has been associated with bladder cancer

If you, your family member or friend has taken any of these medications or have been exposed to these devices and have developed any of the problems listed, or wish to have the matter checked out, please feel free to call my office for a free consultation with regard to the problem. We will be happy to investigate whether or not you have rights with respect to this pharmaceutical product or device based upon your use of the same as well as your current medical history.

As always, thank you for your consideration of my firm for these legal services.

Disclaimer

Every four years in Baltimore County every property is eligible for a change in zoning whether it is classified as residential or commercial. The process is as follows.

First, there is an open filing period for the general public, community associations and the Baltimore County Office of Planning to file zoning change requests. This takes place between September 1 and October 14, 2011. The Baltimore County Planning Board and the Baltimore County Planning Director may then file additional zoning requests during the month of October 2011. Members of the Baltimore County Council may file additional zoning requests between November 1 and November 30, 2011.

All filings for zoning changes must be completed for the 2011-2012 comprehensive zoning process by November 30, 2011.

The second step in the process is the Baltimore County Office of Planning reviews all issues that have been filed. Preliminary recommendations on the zoning changes are published in a “log of issues” on the Baltimore County website. Public hearings are then scheduled and held before the Planning Board in March of 2012. After the public hearings on all filed issues, the Planning Board will hold work sessions open to the public. The Planning Board then votes and makes recommendations upon each issue by May 4, 2012.

Third, the Baltimore County Council holds public hearings during the month of June 2012 with subsequent reviews between July and August 2012. The ultimate vote on all issues will be held by the Baltimore County Council by September 16, 2012.

The public hearings for the Planning Board and County Council are typically held in high schools located in each Councilmanic District. Any interested citizen may speak for approximately two minutes after signing up at the beginning of the public hearing. There is absolutely no dialogue between the members of the Planning Board or County Council and the individual speaking.

It is important to note that the Baltimore County Office of Planning and County Council often attempt to “down zone” properties during the Comprehensive Zoning Map Process. This means that a commercially zoned property may be down zoned to allow a more restricted commercial use thus possibly affecting the property value. Residentially zoned land may also be “down zoned” to allow a lesser number of houses to be developed, therefore substantially reducing the value of the land.

If you or your community association are aware of an issue that may affect your business or neighborhood, now is the time to consider taking action. Members of the Baltimore County Planning Staff will review each petition filed for each Councilmanic District. Planning Staff and County Council members are often willing to meet with individual property owners and community associations to discuss the re-zoning issues. It is important for your views and the views of your community be made known to the Planning Office, Planning Board and County Council.

After representing various clients with re-zoning issues for the past twenty plus years. the law office of J. Neil Lanzi, P.A. can assist you with either filing a zoning petition or monitoring a zoning petition filed by others. It is recommended that you begin any inquiries regarding your property early in the process.

REMINDER TO ALL CLIENTS

The law firm of J. Neil Lanzi, P.A. handles personal injury cases (automobile, pedestrian, bicycle, motorcycle), general business (formation, LLC, sale), zoning, real estate and development, estate planning and probate.

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