Hantzes & AssociatesHantzes & Associates2026-11-10T20:28:14Zhttps://www.hantzeslaw.com/feed/atom/WordPress/wp-content/uploads/sites/1304442/2020/02/cropped-Fav-Icon-new-32x32.jpgOn Behalf of Hantzes & Associates<![CDATA[Business structure in Fairfax, VA: LLC, S-corp or C-corp]]>https://www.hantzeslaw.com/?p=485392026-10-27T19:37:22Z2026-10-27T19:26:13ZVirginia LLC advantages
The LLC offers flexible management and, unless it elects corporate tax treatment, pass-through taxation while protecting personal assets from business debts under Virginia law. The Virginia Limited Liability Company Act lets members set their own management rules in an operating agreement.
When treated as a partnership or as part of the owner’s tax return rather than a corporation, pass-through taxation dictates that the LLC avoids federal income assessments at the entity level, routing all business earnings and deficits directly to the individual tax filings of its members.
S-corp tax considerations
An S-corporation is a federal tax status rather than a separate Virginia business type. A business first forms as an LLC or corporation, then files an IRS S-election. The main benefit is lowering self-employment taxes. Active owners must pay themselves a reasonable salary subject to payroll taxes. However, they can take remaining profits as distributions to avoid the self-employment tax.
This tax efficiency requires following strict IRS rules. An S-corporation can have a maximum of 100 shareholders and issue only one class of stock. Additionally, most partnerships and corporations cannot hold shares. Only U.S. citizens, residents, and certain trusts qualify as owners.
C-corp scalability
A C-corporation is the usual choice for businesses that want venture capital or plan to go public. Double taxation applies at the corporate and shareholder levels because the business entity is assessed on its corporate earnings, after which the investors face a secondary tax burden upon receiving dividend distributions.
The Virginia Stock Corporation Act governs these companies and allows multiple classes of stock, which investors often require. A company that plans to reinvest profits instead of paying dividends may find the tax cost of a C-corporation smaller than expected.
Virginia SCC requirements
The State Corporation Commission (SCC) has authority over business filings, and the steps to register vary slightly by entity:
LLC: File Articles of Organization with the commission.
Corporation: File articles of incorporation, whether the company will be taxed as an S-corp or a C-corp.
All entities: Name a registered agent who meets statutory qualifications -- such as a Virginia resident in management or an authorized business entity -- with a physical registered office in the Commonwealth, and pay the SCC filing fees.
An S-corp election is separate from these state filings and goes to the Internal Revenue Service after the entity exists.
Weighing the trade-offs
Weighing paperwork against tax savings helps an owner choose a business structure. An LLC offers the simplest management, an S-election can trim self-employment taxes and a C-corp suits outside investment. The choice affects both tax bills and personal risk, so consulting an experienced business counsel is advisable.]]>On Behalf of Hantzes & Associates<![CDATA[What must Fairfax employers know about C-suite contracts?]]>https://www.hantzeslaw.com/?p=485172026-10-20T19:14:22Z2026-10-20T19:14:22ZDefining duties and compensation
Your agreement should spell out the executive’s responsibilities and what you will provide in return. At a minimum, that includes:
Listing the executive’s title, duties and authority
Setting base pay, bonus requirements and payment dates
Explaining equity or other incentives and when the executive earns them
Stating how long the contract lasts and how it renews
If other methods of interpretation do not resolve an ambiguity, a Virginia court may read the clause against the party that drafted it. An undefined bonus target, for example, could support a claim for a larger payout than your board intended.
Planning for an executive’s departure
Virginia law does not require severance, so whether an executive receives it depends on what the agreement says and the reason for leaving. Your contract can answer that question by:
Defining “cause” for dismissal without severance
Explaining when a resignation for “good reason” qualifies for that benefit
Setting the amount and timing of payments
Clarifying how a sale or restructuring affects pay and stock awards
A “double-trigger” clause speeds up equity vesting only when a change in control and a qualifying departure meet the award’s terms. Large deal-related payments may also trigger federal golden parachute rules. These deny the company a deduction for the excess portion and impose a 20% excise tax on the recipient for that amount.
Reviewing Virginia’s noncompete limits
State courts disfavor noncompetes, so you must show that each restriction goes no further than needed to protect a legitimate business interest. They weigh the work it bars, its geographic reach and its duration. Even a short ban may fail if it covers any job with a rival company.
A judge usually will not rewrite an overbroad clause to save it. Virginia law also generally bars noncompetes for workers earning below the statewide average weekly wage, those entitled to overtime and certain licensed health care professionals. For agreements made, amended or renewed on or after July 1, 2026, enforcement after dismissal without cause requires severance or another monetary payment disclosed at signing.
Reducing risk through careful drafting
Choosing Virginia law and Fairfax County courts can clarify how contract disputes will proceed. You may also tie severance to a valid release of specified legal claims.
Deferred compensation must follow applicable federal tax rules. A Section 409A violation can leave the executive owing tax on vested amounts before receiving them, plus a 20% additional tax and interest. Match restrictions to the duties, markets and time frame involved, and have counsel review the agreement when the role or company structure changes.]]>On Behalf of Hantzes & Associates<![CDATA[Why should Fairfax business owners plan a sale two years ahead?]]>https://www.hantzeslaw.com/?p=484792026-10-15T13:28:33Z2026-10-15T13:28:33ZWhy review ownership records early?
Before buying a business, buyers often check who owns the company and whether anyone else has a claim to its shares.
Owners should review their capitalization table, or cap table. This record shows who holds shares or other ownership interests in the business. It may also reveal problems such as:
Missing records of past share transfers
Unclear ownership percentages
Former employees who still hold stock options
Agreements that limit the sale of ownership interests
These issues can lead to disputes or delay a sale. Therefore, owners should compare their records with shareholder agreements and other company documents.
Virginia's Stock Corporation Act provides rules for corporations, including certain share transfers and mergers. However, different rules may apply to limited liability companies.
Why check property and intellectual property rights?
Ownership records are only part of the review. Buyers also want to know whether the company controls the assets it needs to operate.
For example, a business may use software, logos or designs that employees or outside contractors created. Without proper agreements, the company may not own all the rights it expects to sell.
Property agreements also deserve attention. A Fairfax business owner should review lease terms for landlord approval requirements, assignment limits and change-of-control clauses.
In addition, local zoning rules may affect how a buyer can use the property. A buyer who plans to expand or change operations may need further approval. Fairfax County and Fairfax City have separate zoning rules, so the property's location matters.
Under the Fairfax County zoning rules, permitted uses depend on the property's zoning district. Checking these limits early can help owners address concerns before buyers discover them.
Why start preparing two years ahead?
A 24-month timeline gives business owners room to review records, resolve disputes and update contracts before negotiations begin.
An attorney can help identify legal risks that might affect the sale price or the buyer's willingness to proceed. Early legal guidance may also help owners choose a suitable sale structure and prepare for the buyer's review.
While no timeline guarantees a successful sale, planning ahead can give Fairfax business owners more control over the process and reduce the chance of costly surprises.]]>On Behalf of Hantzes & Associates<![CDATA[Is it possible to force a business partner out in Virginia?]]>https://www.hantzeslaw.com/?p=484772026-10-14T13:04:30Z2026-10-14T13:04:30ZCheck your governing documentsRemember to review your Operating Agreement (for LLCs) or Partnership Agreement. In Virginia, these documents typically outline specific procedures for removing a partner. Most well-drafted agreements will include specific “expulsion” clauses. They can allow for removal based on majority votes or trigger automatically in specific circumstances.Specific misconduct or events such as a partner’s bankruptcy, criminal conviction or breach of agreement can be valid reasons for expulsion. However, if your agreement outlines a clear process, you must follow it precisely. This is to avoid a “wrongful dissociation” claim, which could lead to significant damages.
When there is no agreement
For partnerships, you may need to pursue judicial dissolution under Virginia's Uniform Partnership Act. For LLCs, the Virginia Limited Liability Company Act provides similar judicial dissolution remedies.
If you do not have a written agreement, Virginia law may still let you ask a court to remove (dissociate) a partner. You can petition under Va. Code § 50-73.109(5) or § 13.1-1040.1(5) if the partner engaged in wrongful conduct, committed a material breach, or made it impractical to continue the business together. Furthermore, you may be able to do this without dissolving the entire business.
Alternative approaches
If direct removal is not feasible, you can consider other strategies. Here are some alternatives you can explore:
Buyout negotiations: Offer to purchase your partner's interest at fair market value, potentially avoiding costly litigation.
Mediation: A neutral third party can help facilitate a mutually acceptable separation.
Dissolution and reformation: You might dissolve the existing entity and form a new one without the problematic partner, though this approach has significant legal and tax implications.
Preserving your business
Removing a partner does not mean you automatically get their equity. Unless your agreement sets a different way to value the interest, the departing partner is entitled to the “fair value” of their share. This can be costly for the remaining owners, who may need to pay for the buyout.
Finally, the best way to protect your business is proactive planning. If you are forming a new business or do not have a comprehensive agreement, seek legal help immediately. You can work with a Virginia business law professional to draft provisions addressing partner removal and exit strategies.]]>On Behalf of Hantzes & Associates<![CDATA[3 ways to avoid wrongful termination allegations ]]>https://www.hantzeslaw.com/?p=481292026-02-10T21:19:16Z2026-02-10T21:19:16ZNo one likes losing their job, so it is not surprising that employees are often “disgruntled” when their employer lets them go. While Virginia generally allows employers to fire their workers at will, different rules may apply to employees who hold a contract.
As an employer, contracts with your workers can make things challenging. However genuine your reasons to let someone go, you need to reduce the chance someone could accuse you of wrongful termination. Here are some tips:
1. Use clear rules and disciplinary policies
If you might need to let someone go for breaking the company rules, you need to ensure employees understand what rules they must abide by from the outset. An employee handbook can be a good place to outline rules. If you have a set disciplinary procedure, you could also explain it here. You should also reinforce this information in people’s minds over time.An example: You insist no one smokes within 100 metres of a particular area for safety reasons. Yet video footage shows that two employees continue to do this despite reminders. If you have put that rule in the employee handbook and had all recruits sign to say they have read the handbook, it makes it harder for them to argue they did not know.If you outlined a set of disciplinary procedures to employees, say, a verbal warning for a first offense and a written warning for a second offense -- with termination as the penalty for a third offense -- it reduces the chance they claim being dismissed for this is unfair.
2. Consistency in the application of discipline
Let’s say you fire Jose for continually smoking in the prohibited area, but give John, who was always with him, one more chance. If you do not have a good business reason for this different treatment, you leave yourself more vulnerable to accusations of discrimination. Jose might feel that his heritage played a role in the decision to fire him, when in reality, it has to do with him having a worse record in general than John.Another example is if you have to lay off a group of employees. Think carefully about how your selection could look to others. If a group that shares a particular protected characteristic, such as nationality, religion or gender, appears to have been disproportionately targeted, they may believe the decision was discriminatory. Documenting how you made the selections before you break the news could help you combat any accusations that arise.
3. Rely on external, neutral guidance
It can sometimes be hard to see how things might look to others from your position on the inside of the company. An experienced legal team can help you understand how things could be interpreted, what you can do to reduce the chance of problems and how to deal with any that arise.]]>On Behalf of Hantzes & Associates<![CDATA[What to do when accused of professional malpractice ]]>https://www.hantzeslaw.com/?p=481282026-01-28T14:06:25Z2026-01-28T14:06:25ZBeing accused of professional malpractice can be stressful and unsettling. Your reputation, livelihood and future work may feel at risk the moment an allegation is raised. Even experienced professionals can feel overwhelmed when their judgment or conduct is questioned.
Taking calm and structured steps early is essential, and understanding how to respond protects your position and helps you address the situation responsibly and professionally.
1. Take the allegation seriously from the start
An accusation of malpractice should never be ignored or minimized. Even if you believe the claim is unfounded, it must be treated with care. Early attention allows you to respond accurately and prevents small issues from escalating into larger problems.
2. Gather and secure all relevant records
Collect all documentation connected to the service in question. This includes contracts, notes, correspondence, reports, invoices and timelines. Preserve records exactly as they are and avoid altering or discarding anything. Having clear documentation often becomes the foundation of your response.
3. Review your professional standards and scope
Malpractice claims focus on whether you met the accepted standard of care in your field. Review your duties, your role limitations and the expectations placed on you at the time. Understanding what was required versus what was delivered helps clarify your position.While at it, do not attempt to resolve the issue through casual conversations or explanations with the accuser. Statements made informally can be misunderstood or taken out of context, and it is best to keep communication limited and structured while you assess the situation properly.
4. Be mindful of deadlines and procedures
Malpractice claims follow strict timelines and formal steps, and missing a deadline or failing to respond correctly can weaken your position. Staying organized and aware of procedural requirements is critical throughout the process.
5. Moving forward with clarity
Facing a malpractice allegation is challenging but manageable with the right approach, and careful documentation, good communication and timely action are essential. Seeking reliable legal guidance can help you understand your responsibilities, protect your interests and navigate the process with confidence.]]>On Behalf of Hantzes & Associates<![CDATA[Why “flat pay” structures raise questions under Virginia law]]>https://www.hantzeslaw.com/?p=481252026-01-22T08:54:27Z2026-01-22T08:54:27ZOvertime rate calculations and minimum wage testing
Virginia and Federal wage law can require an overtime premium once a covered employee exceeds 40 hours in a workweek. The analysis often begins with an implied hourly rate derived from total weekly pay.
Flat pay structures can complicate that process because the same amount applies regardless of hours worked. Longer weeks can increase exposure on both overtime and minimum wage fronts. You may need additional review when you notice the following:
Weekly earnings divided by total hours approaching or dipping below the state wage floor
Day or job payments applied without a separate overtime premium after extended hours
Required activities such as meetings, travel between sites or setup time treated as nonpaid
The focus often stays on the workweek totals rather than the pay format you chose.
Timekeeping obligations and exemption determinations
Flat pay may lead managers to rely on estimates instead of precise time records. That practice can increase uncertainty because wage evaluations often depend on accurate tracking. Classification questions can also arise. A fixed weekly amount by itself may not support exempt status. Actual duties, supervision and daily work patterns often shape that analysis.
Where flat pay deserves closer review
Flat pay can support certain business models. You may reduce possible wage disputes by reviewing weekly hours-tracking practices and job duties before adopting a fixed pay structure.]]>On Behalf of Hantzes & Associates<![CDATA[Can employers enforce dress codes in the workplace?]]>https://www.hantzeslaw.com/?p=481232026-01-16T10:04:50Z2026-01-16T10:04:50ZAs an employer, you may believe that a dress code would enhance the workplace. Maybe you just want it to feel more professional or you want a greater sense of consistency among the staff. Maybe you want a very specific dress code, such as a company uniform, because it makes it easier for customers to identify staff members.
But you may also be worried about giving your employees regulations that may infringe upon their rights. Are you actually allowed to tell them what they have to wear to work? Are there any mistakes you should be aware of, and what steps do you need to take to set up your dress code legally?
Equal application for all employees
You can create a dress code, but it is important for it not to be discriminatory in nature. It needs to apply equally to everyone. You cannot give some employees a dress code and exempt others based on protected classes.For example, perhaps you have both male and female employees. If you institute an overall dress code for all of them, that is fine, such as telling them they need to wear business casual attire. But if you only set up a dress code for female employees, while not giving any regulations at all to male employees, that could be gender discrimination.It is also important to consider how a dress code affects employees in certain classes, even if you never intended to target them specifically. Consider if certain employees have a religious or ethnic background that influences how they dress, and be sure not to make rules that infringe upon their rights.
Instituting your dress code
As you can see, while dress codes are legally permitted, it can be a bit complicated to set them up, and conflicts can sometimes arise. Make sure you understand all of your legal options in this position.]]>On Behalf of Hantzes & Associates<![CDATA[Can another business operate under the same name?]]>https://www.hantzeslaw.com/?p=481222026-01-05T18:24:45Z2026-01-05T18:24:45ZYou started your new business a year ago, and it has been fairly successful. Wanting to find out what was being said about your company online, you decided to search for your business name.
To your surprise, you found that another business either has the same name or one that is very similar. You are worried that this could harm your company, especially if the other business appears first in search results. Is it actually legal for them to operate under the same name?
The business structure
First and foremost, consider what type of business structure you used. In some cases, such as with an incorporated business, your name may be protected. In other cases, such as with a sole proprietorship, there are no automatic protections. Whether this situation violates your rights may depend on the business structure you used when you initially set up the company.
Consumer confusion
The next thing to consider is that these cases often revolve around the idea of consumer confusion. Businesses are not supposed to use the same or a similar name to deliberately mislead consumers into making purchases.However, in some cases, similar names may be allowed if consumers are unlikely to be confused. For example, if you run a clothing company and the other business is a tech company, consumers are unlikely to accidentally purchase products from the wrong business because the companies operate in completely different industries. It may become an issue if both businesses are in the same industry and the similar names could cause significant consumer confusion.
What are your options?
As a business owner, you want to protect your intellectual property. If you encounter these types of conflicts, be sure you understand what legal options are available to you.]]>On Behalf of Hantzes & Associates<![CDATA[Workplace retaliation is illegal and must be addressed]]>https://www.hantzeslaw.com/?p=481212025-12-17T10:49:29Z2025-12-17T10:49:29ZEmployees have specific rights in the workplace, none of which should be violated by employers. Even though those rights are normally respected, there are times when employees may have to speak up about illegal activities within the company. Some of those may be wary about reporting the issues because they’re concerned about retaliation.
In the workforce, retaliation is always illegal. Any negative employment action, whether covert or overt, that’s in direct response to a protected activity is considered retaliation. There are many different protected activities, some of which include reporting things like sexual harassment or discrimination. Others are centered around being denied lawfully allowed leave, such as leave under the Family and Medical Leave Act.
What are some examples of retaliation?
Retaliation is sometimes a bold action by the employer. For example, they may terminate, demote or reduce the hours of the individual who engaged in the protected activity. It’s also possible that the retaliation won’t be as noticeable, such as passing over the employee for a special project or failing to tell them about a meeting they should have attended. In order to be considered retaliation, the action must have been because of the protected activity. This means that employees must still follow the rules because they can still face disciplinary measures if they don’t. Any discipline must be the same as what any other employee would face if they broke the same rule. Retaliation can be a challenging thing to prove, so it may be beneficial to work with someone familiar with this area of employment law. That individual can help you to learn what you should do to prepare. ]]>