Business Law Services
- Business Formation (Business Organization) . Our firm is experienced in the various types of business organizations. With the help of your tax advisor, we can help you determine what type of entity is appropriate for your business and then assist you in the formation of such entity. The choice of what type of entity is determined by the industry, the number of partners, the tax concerns of the individuals, and the relative cost of the start up for the personal circumstances and objectives of the people involved in the business. Some types of structure include:
- Incorporation (C-corporation and S-corporation). A C-corporation is the standard corporate entity form. All other types of corporations are derived from this type. The main difference between a C-corporation and an S-Corporation is their tax treatment. An S-corporation permits limited liability to its shareholders as well as flow-through tax treatment. S-corporations usually do not face taxation at the corporate level. All income and losses are taken into account on each shareholders tax return, proportionately to their stock ownership interest. Let Klose & Associates assist in determining whether your business qualifies to elect to be an S-Corporation and which type of corporation would be most appropriate for your business.
- Partnership agreements. Partnership agreements define the relationships of the partners and their responsibilities concerning the business. In a general partnership, all partners are personally liable for business debts and obligations, unless liability is limited by contract. There are forms of entities that limit the liability of their partners.
- Limited Liability Companies (LLC). An LLC is an unincorporated entity of one or more people who each have limited liability for the contractual obligations and other liabilities of the business. Under NY Law, the formation of an LLC occurs when one or more people organize to form such an entity by preparing the articles of organization, executing such articles, and filing such articles. At the time of filing, the LLC must have at least one member.
- Limited Liability Partnerships (LLP). An LLP is similar to an LLC in that its members have limited liability. An LLP is comprised of professionals who provide a professional service within the state. For example, lawyers or accountants might form an LLP.
- Contract negotiation. Contracts can be very complex. Let Klose & Associates assist you with your contract negotiations to ensure that your intentions are clearly defined and that your best interests are being represented.
- Franchise agreements. A franchise agreement outlines the relationship of the franchisor, the one granting the right to use the franchise for a fee, and the franchisee who engages in selling or offering goods under the franchisor’s marketing plan. There are many trademarks and logos involved in franchises as well.
- Asset purchase agreements. An asset is a tangible or intangible item that is capable of being transferred to a purchaser for “value.” Most small businesses purchase the “assets” of another small business through a “Bill of Sale.” The idea is that the person or entity purchasing the asset does not want to purchase the “liabilities” of the same small business which is now selling its assets. At Klose & Associates, we are often asked to help a small business transfer its assets to another individual or corporation through the a contract between a seller of business assets and a buyer. The Asset Purchase Agreement sets the terms of such a sale and includes provisions such as payment of purchase price, and monthly installments, liens and encumbrances on the assets, condition precedent for the closing, representations of the parties. One of our jobs at Klose & Associates is to help the purchaser identify potential liabilities, problems or liens against the assets. From the seller’s perspective, we are charged with delivering those assets without problems. Often these small business transactions involve the assignment of trademarks, web-sites, leases, and other tangible “assets.” When purchasing or selling a business, we highly recommend that you hire an attorney or law firm that has handled such transactions.
- Stock purchase agreements. Stock Purchase Agreement differ from Asset Purchase Agreements because the Purchaser actually purchases Stock in a particular company. Stock Purchase Agreement generally set forth the agreement between two parties to sale and transfer shares of stock, or can be used by a Corporation or its shareholders to sell stock. This Agreement will outline the value of each share and the total purchase price. The Agreement will outline the payment of a portion of the sale price at the time of signing the Agreement with the remainder due at the closing of the transaction. There are very particularized reasons why a corporation or shareholders would transfer stock, rather than assets, and you should be very careful about when to use such a transaction.
Stockholder or Shareholder Agreements. Agreements between two or more shareholders providing voting rights, if any, are very important to the formation and operation of small businesses. Shareholder or Member Agreements are similar in many ways to a “premarital agreement” where business partners/shareholders plan for the demise of the partnership, corporation, or other entity. Sometimes the agreement includes creative ways to fund a buy-out through life insurance on the participating owners' lives to ensure that the buy–sell arrangement is well-funded and to guarantee that there will be money when the buy–sell event is triggered.
Common issues that must be addressed in the Agreement include: who can buy a departing partner's or shareholder's share of the business (outsiders or remaining partners/shareholders); When must the remaining partner or shareholder buy the other out of the business, (dispute, death, disability, retirement, departure) and; How to value the company (appraisal, arbitration, accountant, or other method); How will the price will be paid (cash note, etc.); Will a corporate trustee work for the type of business.