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Advise on Choice of Entity. When one or more persons set up a new business or purchase an existing business, it is important to select an appropriate form of entity for the business activity. Considerations include how management power will be controlled, what method of taxation will provide the best net result, and how to limit transfers of interests among the owners.
Organize Corporations, LLCs and Partnerships. These days most entities are organized as limited liability companies (LLCs), because that form provides simplicity and flexibility. I assist with forming the entity with the Secretary of State's office and provide the charter documents for the activity. I provide the forms necessary to get you up and running. Setting up a new entity takes 1 - 2 weeks and costs $850 which includes all filing fees.
Owners' Buy-Sell Agreements. Owners can not stay partners forever. It is smart to set up a default plan for handling such circumstances as an Owner's death, divorce or bankruptcy. If one partner wants to sell her share, the other partners should have some rights to purchase the interest, and a buy-sell agreement usually addresses the methods and terms of such transfers.
Purchase or Sale of Business. Most businesses do not simply cease business when the owner retires. Rather, the usual exit strategy is for the owner to sell his or her business to an employee or some third party. I assist with negotiations of the sale terms and plans for transition and non-competition after the sale.
Closings & Escrow. I act as closing agent to process the closing of business transactions, like the purchase or sale of assets or stock. This function involves implementing an agreement as a neutral agent for both parties. Each transaction is unique, and it helps to have an escrow agent who can quickly manage problems that may arise.
Loan & Security Agreements. Money is a commodity. Lenders and borrowers are best served by having clear and appropriate provisions in their loan documentation to protect their interests. Lien searches may be necessary to evaluate the lender's level of protection if something goes wrong with the borrower's ability to repay as agreed.
Sales Contracts. All businesses sell some product or some service. It is a good idea to develop standard forms for defining the terms of your deal with your customers. There is enough risk in operating a business; the owner should at least take steps to manage the usual sorts of problems that can arise by having solid sales agreements and procedures.
License & Franchise Agreements. Some businesses use products, services or procedures owned by others, and some agreement must be reached to enable the business to rely on its continuing access to the items in question. License or franchise agreements usually address such terms and conditions.
Securities Law Obligations. Arrangements between promoters and investors often involve securities law implications, much to the surprise of the parties. The implications can be dramatic, so it is very important to anticipate such implications before the deal is done.
Intellectual Property. These days a business's product or service often involves some intangible component or idea. Copyright-able materials, confidential information, and reuse rights can be very slippery assets to control and protect. It is important for a business to appreciate what its intellectual properties consist of and how to best protect them from abuse.
Employment Agreements. Key employees, or co-owners, may need to specify long term arrangements with the business to keep them working and happy. It protects the interests of both parties to set up clear provisions so that everyone's expectations can be protected.
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