Legal Question in Business Law in Maryland

Re: Upgrade LLC to ''C'' corporation etc.

Once it has been properly formed, a Limited Liability Company (LLC) can be changed into a C corporation, S corporation, partnership, business trust, etc. at a later point in time. In many instances, there are Federal and State tax consequences on such a changeover, as well as business law considerations, and these need to be carefully evaluated before any course of action is taken concerning the business entity.

A corporation name is legally recorded at business inception/formation with the MD State Department of Assessments and Taxation. A trade name is the name used in conducting business operations and may be different from the corporation name that is legally recorded. A trade name, if one is used, needs to be carefully evaluated for Federal and MD state common law protection grounds in order to protect the trade name and business model as an intangible asset/goodwill of the corporation.

An experienced business/tax attorney should be able to handle this type of matter and to protect the interests of the client. Please note that my legal services are available only with a signed engagement agreement in accordance with the MD Code of Professional Ethics applicable to attorneys licensed in Maryland. If I can be of any help to you or people you know, contact me as I would be pleased to provide legal and tax support. Sincerely, Robert Beatson II, 9-16-2003, 4:00 p.m. EST Law Offices of Robert Beatson, II 9818 Glynshire Way, Potomac, MD 20854 Tel/Fax 301-340-2951 email: [email protected] website: www.beatsonlaw.com Practice areas: Tax, business law, computer/high tech/biotech law, intellectual property, trusts/estates/wills, real estate. Licensed to practice law in: DC, MD, VA, and NY.

Re: Upgrade LLC to ''C'' corporation etc.

1. Yes a LLC can be changed to a "C" corp, an "S" corp, or a partnership. Each has benefits and costs.

2. A company name and a trade name may mean the same to the customers; and, certain legal protection is available to each. A trade name is often used referred to when a corporate entity adopts a name for an aspect of its trade. Unless that name is protected, that corporate entity stands to loose its market niche. Please be careful to not interchange the terms.

Equitable arguments may be made to protect a businessperson's investment after the fact. But the best course of action is to consult an attorney who can assist you with protecting the business assets that you endeavor to create.