Forming a business is the first crucial step of any venture. It sets the tone of the business, determines the tax consequences, establishes the rules governing relations among the owners, and either allows or prevents the owners from being personally liable for the company’s debts. Its importance cannot be overstated.
While our attorneys are extremely experienced in business formation and planning, we don’t do it alone. We believe that we are partners with the owners, and our goal is to ensure that they structure their business to meet their specific needs. We therefore work closely with the owners throughout the process.
Choice of Entity & Business PlanningOur attorneys are experienced at examining the needs of individual owners and helping them plan for their venture and determine the structure which best suits their needs, such as tax consequences, limiting liability, and classes and percentages of ownership, for example. Indeed, in addition to being an accomplished attorney, Frank Nardi is both a certified public accountant and a certified financial planner, which gives him invaluable insight in planning new businesses.
After the type of entity is chosen, formation documents must be drafted (such as the articles of incorporation, by-laws, operating agreements, partnership agreements, employment contracts, shareholder agreements, restrictive covenants, resolutions, etc.), alternate name or “DBA” registrations filed, designation of a registered agent filed, and the business must be registered with the Secretary of State. Our business formation attorneys handle all these issues for the owners.
Agreements Between the OwnersRegardless of the form of business entity Agreements between the owners, are among the most important items of business for any new entity. Partnership agreements, shareholder agreements for corporations, operating agreements for limited liability companies set the rules governing the relations among the owners. They will determine how the owners are paid, what the owners’ functions will be, how the business is managed, how ownership interests can be transferred or purchased, and indemnification of owners. Most importantly, the agreement will govern what will happen should there be a dispute between the owners. While every business owner starts with optimism both about the business itself and her “partners,” the reality is that many business owners have disputes. The best way to work through the disputes is if the mechanisms to resolve them are there before they occur.
Contract DraftingNew businesses generally need contracts either to be drafted or negotiated. For example, it may be wise to have employment agreements with key employees. Customer contracts often need to be drafted, and their regulatory requirements may be complicated; for example, home improvement contractors, fitness centers, automobile dealerships, and many other businesses must have language required by the Department of Community Affairs’ regulations implementing New Jersey’s Consumer Fraud Act. Vendors may require contracts whose terms should either be negotiated or rejected.
McLaughlin & Nardi’s New Jersey Business Formation AttorneysTo schedule a consultation with McLaughlin & Nardi’s New Jersey business formation attorneys, e-mail us or call (973) 890-0004.