Whether you are starting a business or need legal assistance while running your business, we can help.
ENTITY FORMATION (CORPORATION, LLC’S SERIES LLC’S LP’S PROFESSIONAL ENTITIES, D/B/A, CHANGE OF NAME, ETC)
A new business can be organized as a sole proprietorship, a partnership, an LLC, or a corporation. Professional entities, LLP’s, LP’s, DBA’s, and other structures can also be formed. Each business structure carries distinct consequences regarding liability, tax, and management. The least formal structure is a sole proprietorship which requires no formal registration and provides no liability protection. The most formal structure is a corporation which requires formal registration and governance and does provide extensive liability protection. As far as taxes are concerned, some entities can be treated as disregarded or pass through entities and other entities involve double taxation. We can help you determine what business structure is best for your situation.
A business entity must follow strict maintenance and governance rules. Failure to maintain corporate formalities may result in a loss of liability protection and the ability for creditors to “pierce the corporate veil.” Some common errors are failure to hold regular/required meetings, failure to keep proper records, commingling funds, and failing to sufficiently fund the company. Such corporate rules apply to LLC’s, LLP’s, LP’s, and Corporations. We can help you review and maintain your corporate governance structure (and thus liability protection).
Contracts are the foundation of our economic society. A contract may relate to a service or product and may be short or long term. Most contracts include an offer, an acceptance, and consideration (value exchanged). Contracts can be verbal, in writing, or implied by the actions of the parties involved. A contract can be established informally through email, text message, or by a hand written message on a napkin. On the other hand, a contract may also take the form of dozen’s of pages of small print and legal jargon. Drafting, reviewing, amending, negotiating, and understanding the legal effect of such agreements is critical for individuals and entities in society today. We can help you with all your contract needs.
A consulting agreement is a specific type of contract that outlines services to be provided, length and scope of work, and payment amounts and terms. Consulting agreements are usually independent contractor agreements in which the consultant maintains control and flexibility related to how a job can and should be accomplished. The scope and length of a consulting agreement can vary dramatically depending on the complexity of the terms of the agreement and the service to be provided. We can help draft legal and enforceable consulting agreements.
PARTNERSHIP AGREEMENTS, JOINT VENTURE AGREEMENTS, OPERATING AGREEMENTS, AND BYLAWS
Partnership agreements and joint venture agreements memorialize the terms, conditions, and rules of the partnership and therefore govern the conduct of the parties involved until the term of the partnership is complete or until the task is finished. Operating Agreements a/k/a Membership Agreements are partnership agreements between the members of an LLC. Bylaws set forth the rules of corporation. These documents allow all parties to clearly understand how to deal with issues such as voting, profit/loss distribution, adding new partners/members/shareholders, management of the partnership or entity, notice and meetings, effect of death or dissolution or withdraw or a partner/member/shareholder. A proper agreement is the cornerstone to a successful business structure, especially when other owners and operators are involved. We can help draft an agreement consistent with your business goals and objectives.
Nondisclosure and confidentiality agreements facilitate the sharing of information to help expand the business. Such agreements can be internally focused (to protect the company trade secrets from employees) or externally focused (to protect the company intellectual property during due diligence stage for the sale of property, products, or investment opportunities). Nondisclosure and confidentiality agreements are enforceable if terms and scope are drafted properly. We can help you draft or review such agreements.
SECURITY AGREEMENTS AND UCC FILINGS
Security agreements generally secure an agreement to pay money (i.e., a promissory note) to personal or business property. The property secured may be inventory, equipment, cash accounts, receivables, or other property owned by the person or entity. Security agreements provide additional security to a creditor at the time that the creditor issues credit or cash to a business. Security agreements are governed by the state UCC and can be simple one page documents or complex large documents. Existence of such agreements may be perfected by filing a UCC 1 Financing Statement or by taking other actions permitted by law. Security agreements and the perfection of such agreements determine priority rights against other creditors as to certain business assets. We can help draft and perfect security agreements. If you are a creditor, we can help you draft lending agreements with businesses so that your rights, priority, and remedies are preserved in case of default.