Running a business requires answering numerous questions all ranging from what kind of business should you create, to how do you properly dissolve a business. From beginning to end having proper legal representation can make all the difference.
Business Formation
There are multiple types of businesses that you can create. From a sole proprietorship, to a partnership, to a limited liability company, to an S corp, and many more. Every type comes with different levels of liability and tax consequences. No two businesses are the same, and so the objectives and dynamics of each new business must be properly analyzed prior to formation to ensure you get the personal liability protection you need and the proper tax protection your business deserves. At Brown, Van Horn, we work closely with our client entrepreneurs to help them find the type of business that fits them both personally and professionally.
Business formation does not simply involve choosing the right type of business to form. There is also a lot of paperwork that needs to be properly completed and filed. Having an attorney handle the paperwork for you can ease the pressure of incorporating the business, and allow you to focus on other aspects of your new business such as marketing and quality assurance. At Brown, Van Horn, we can prepare and file your Articles of Incorporation, your bylaws, and any other documents needed to complete your incorporation.
Contracts
Negotiation and Preparation
Businesses generally require a lot of contract law. From employment contracts, to vendor contracts, to customer contracts. This involves, negotiating contract terms and preparing the contract. This step is always crucial because you want to protect yourself and your business as much as possible. Furthermore, you always have to be aware of what state law applies to your contract. For example, if one party to the contract is in Delaware, while you are in Georgia, but your business is in Florida, you want to make sure that Florida law is being applied to the contract. Furthermore, you need to know what Florida laws apply to your contract. It is very common for an experienced business to have standard contracts stating terms that are not actually binding because the law does not allow them to be. You do not want to go out of your way to comply with a term of your contract, which you were never legally required to do.
Contract Disputes
Contract disputes come up frequently, and when they do, whether or not you’re attacking the contract or defending it, you need to be ready. Violating a portion of a contract does not always subject you to liability. There are defenses to breaching a contract, and ways to get out of a contract. Every situation is different and this does not mean anyone can breach a contract and walk away without a scratch, but if your breach was warranted under law, it can be defended. Additionally, if your desire to walk away from a contract is warranted under law, the contract can be attacked, and become invalid.
At Brown, Van Horn, no matter how far your case goes, whether it ends in a simple negotiation, at arbitration/mediation, or in trial, we will not outsource your case. We perform both the transactional portion of your contract disputes, as well as the litigation portion.
Personal Liability
Generally, the acts and debts of the business are that of the business, and not the individual. Therefore, should your business be successfully sued, the creditor could not garnish your personal accounts. However, there are actions that can allow someone who is suing your business to attack you personally as well. This is called ‘piercing the corporate veil,’ and if it happens, your personal accounts can be garnished.
So long as your business is formed properly, and basic business routines are followed (for example you never want to co-mingle your own funds with that of your business), personal liability can be avoided.
If this is a concern of yours, you may want to seek legal counsel as soon as possible, because the longer you wait to resolve these issues that may potentially be subjecting you to personal liability, the more likely you will be held personally liable.
Reorganization
If your business is in bad financial health, but you are not ready to just throw in the towel, you may want to consider filing for Chapter 11 Bankruptcy relief. See Corporate Bankruptcy for more information.
Dissolution
Depending on the financial health of your business at the time you choose to dissolve, will depend on how you should dissolve your business. If your business is in bad financial health, you may consider filing for Chapter 7 Bankruptcy relief on behalf of the business. For information on this option, see Corporate Bankruptcy.
If you have simply decided it is time to end your business, you want to make sure all the loose ends get tied. There are many steps to be taken. Tax forms need to be filed, as well as dissolution paperwork. Creditors require notification, and debts must be settled.
It is important when dissolving your business to do it properly, so as to prevent future conflicts from arising.
For any additional information on general business law, or to set up a FREE consultation, feel free to Contact Us.