Georgia Injury Lawyer Blog

You have worked hard and decided to make a huge investment regarding your time, finances, and energy, to start a company. The very last thing you want is to expose yourself and/or your personal assets to unwanted and unnecessary liability. Therefore, you need to protect yourself from liability by following certain "corporate formalities," whether you have formed an LLC or a corporation.

In Georgia, by law, a corporation is considered a person. When you formed your company, you created a "corporate veil," a person that stands between your personal assets and your business. It's important to maintain this veil (person) as a shield against personal liability for actions taken by the company (the person you created). Maintaining the veil however is more than just forming the business entity and registering with the state.

If you act appropriately, the corporation (person) you created should be solely responsible for corporate debts incurred, not you. You MUST, however, adhere to certain conduct.

The first thing you will need to do is to be very careful about separating your personal assets from the company's assets. Set up different bank accounts and credit cards. Failing to separate assets is the most common mistake small business owners make. Do not pay personal bills from the company's accounts, and vice versa. This is especially important where the company has only one member or shareholder.

Georgia courts have found that an owner who commingles resources is using the company as an alter-ego, and held the owner personally liable for actions taken by the company.

There are several other formalities that must be observed to preserve the shield against personal liability:

1. Hold annual shareholder or member, and board of director meetings;
2. Keep accurate corporate records (meeting minutes and accounting records);
3. Keep a close eye on the payment of dividends - do not pay out excessive dividends which leave the company undercapitalized.

It is fairly easy to make sure your business is separate from your personal life. The most important things to remember are: (1) follow all requirements set out by the state's corporations code (file annually as required; have regular meetings for important transactions and annual meetings are required by the state; keep detailed meeting notes; and keep accurate accounting records); and (2) do not use the company as a facade for your individual dealings. The company's business should be completely separate from your own; do not mix your assets and dealings with those of the business.

Again, simply forming a business entity with the Secretary of State and nothing more will not protect you against liability for actions taken by the company. It is just not worth the risk to not take some simple actions to protect your personal assets. you need a experienced, good attorney to help you set up your corporation properly. You have come this far, so not short yourself because you could be hurting your overall dream.

Continue reading "Georgia Corporation Law: How Can I Protect Myself From Personal Liability?" »

Choosing a business form is one of the most important decision any small business owner makes when starting a company. In order to protect yourself from personal liability, it is important to create a separate business entity with the Secretary of State. But, which one should you choose? We are going to address briefly the difference between an LLC and S Corporation, so you can get an idea of some vital distinctions.

Subchapter S corporations, also known as S corporations, are very similar to LLCs. There are certain factors in any given business that lends itself better to an S Corporation or an LLC. The factors to keep in mind are: the number of initial owners, the need to attract other investors, how profits will be allocated, and taxation issues.

Both S Corporations and LLCs offer the owners limited liability protection, and are both pass-through tax entities. Pass-through taxation allows the owners of the company to take the gains or losses generated by the company on their personal tax returns. It is a special tax status that eliminates the double taxation that owners of corporations are subject to.

But, S Corporations and LLC are also very different. The ownership of an S Corporation is restricted to no more than 75 shareholders, it cannot be owned by non-US citizens, other corporations, many trusts, LLC, or partnerships. LLCs do not have these ownership restrictions.

S Corporations, however, can exists perpetually, while LLCs usually have limited life spans. The stock of S Corporations is more freely transferable than the membership interests of an LLC. S Corporations are also usually more beneficial for self-employment taxes.

You need a good lawyer to evaluate your needs and help you navigate through the legal quagmire inherent in forming and operating corporations. You must have a firm understanding of basic corporation law in order to protect your personal and professional interest.

Continue reading "Georgia Corporation Law: What Is The Difference Between An LLC and S Corporation? " »

College rape and sexual assault lawyers at our firm advise that college students raped on campus can sue their college for negligence in failing to prevent a foreseeable crime. Most recently, the Department of Justice just came out with a recent study that 25 percent of college women, or 1 out of 4 college women, will be victims of rape or attempted rape before they graduate within a four-year college period, and that women between the ages of 16 to 24 will experience rape at a rate that's four times higher than the assault rate of all women.

Colleges and universities have a legal duty to warn students of known dangers
and to provide reasonable protection. If a crime is foreseeable, then a college can be held liable for not sufficiently protecting against it.

For example, at one highly respected university, a male student admitted to the Office of Student Affairs judicial officer that he had raped a fellow female student on the college campus. The Office of Student Affairs judicial officer showed unbelievable stupidity by failing to expel the student immediately, choosing rather to put him on probation and removing him to a separate dorm. The young woman who had been raped suffered serious psychological trama at the university's handling of the situation, especially now that she was forced to face her rapist everyday on campus. Her grades quickly plummeted and she withdrew from the university the following semester.

This true story gets much worse however, because the male student rapist felt he had received a carte blanche pass to continue his predatory activities, since the university had chosen to only slap him on the wrist as a punishment for his admitted rape. Consequently, he continued his sexual deviant behavior directed towards other women on campus.

After more and more young female students came forward to report their fears about his stalking and other predatory behaviors, a scandal erupted as a whistleblower came forward to disclose that someone in the student affairs department had knowledge as to his previous misconduct and failed to punish him for actually admitting rape.

The most shocking aspect about this story isn't only that it is true: rather that it happens all too often on college campuses. Oftentimes, universities and colleges are fearful of turning in their students to the authorities or even responding appropriately to a campus rape. Vice Presidents who are responsible for reporting the numbers of sexual assaults on campus pursuant to the Clery Act can feel pressured by the powers that be to minimize those reports, and often take the brunt of the blame for any unsafe environment occurring on campus. Additionally, judicial officers who are put in charge of handling such disciplinary proceedings are often not properly trained on sexual assault laws or appropriate rape counseling response.

This culture of silence and cover up is also created by university administrators reluctant to report the crime as required by federal law out of fear of the negative publicity and PR problem that may affect their enrollment numbers if the perception is created that their campus is unsafe.

The pressure to quash a rape incident can come up from a Director or Vice President to as high as the Board of Trustees or Board of Regents that oversees the President of the university. Additionally, universities sometimes act more fearful of being sued by the student charged with the rape, rather than the more likely event that the university will be sued by the rape victim because of the university's own negligence in permitting a foreseeable danger to occur.

The irony of all of this is that in terms of risk management, failure to properly respond to sexual assault is one of the riskiest mistakes a universities can make. By permitting a culture where students are not educated on rape awareness, where sexual assault is silenced and rapes are covered up, and where sex assault is not treated with 'zero tolerance;' ---universities become "aiders and abettors" and will be held responsible for their negligence in failing to warn or prevent students from a harmful, foreseeable danger.

This not only puts students' safety at risk but creates the worst kind of public relations nightmare possible---practically insuring that the institution will be found liable for hundreds of thousands of dollars in damages from tort claims and bad publicity because of a failure to do the right thing.

Williams Oinonen LLC represents college students who have been raped or sexually assaulted on campus. Williams Oinonen LLC also offers preventative training on this issue and provides consulting workshops to university staff and faculty on all legal issues within education.

Continue reading "College Rape Sexual Assault Lawyer Advice: Raped College Student Can Sue University, Holding It Liable For Negligence" »