Business Start-Ups and Entity Formation
We listen to your business goals and collaborate with you to initiate the legal plan to achieve them.
Besides a great idea, product or service, nearly every entrepreneurial activity starts with choosing the proper business entity structure to begin your operations. Choosing the proper business entity is fundamental in creating your brand, raising capital, and shielding you and your investors from personal liability for entity obligations.
We have developed “flat-fee” business start-up packages customized to your needs to easily and economically begin your business operations. For your chosen entity we reserve your corporate, LLC or partnership name with the appropriate government entity, obtain your tax identification numbers with the IRS and Franchise Tax Board, complete attorney drafted Partnership Agreements, Articles of Incorporation, By-Laws, Articles of Organization, Operating Agreements, and file necessary documentation or publish all the notices to properly form your entity. Once your entity is incorporated or organized, we assist you in holding your first meetings to start doing business.
Please ask us about our “flat-fee” incorporation services packages where you can form and organize your entity for a fixed price.
Handling Business Operations
After establishing your entity, we provide necessary post formation consultations and advice to further your business entity interests. We assist management in navigating legal matters relating to:
- raising capital through new investors
- issuance of new shares
- partnership or joint venture agreements
- hiring or terminating key employees or engaging independent contractors
- entering into real estate or finance agreements
- mergers and acquisitions
We draft the required minutes, resolutions, borrowing authorizations, attorney-opinion letters, shareholder agreements for the entity or its shareholders to properly execute entity governance to fulfill fiduciary duties; maintain proper management to attract investment and capital, and avoid “alter-ego” claims seeking to “pierce the corporate veil” for personal liability of the shareholders.
Contract Negotiations
Businesses and individuals encounter a wide array of proposed agreements in their day-to-day lives and business operations. A well thought out, organized and complete agreement which clearly sets out the terms and conditions and the respective party’s obligations and potential remedies serves to avoid disputes. Material terms must be defined, representations and covenants acknowledged, and provisions of each proposed agreement properly referenced to rule out any ambiguity and ensure that all understandings are memorialized in a final binding agreement the parties can depend on to further their interests.
We provide consultations, negotiation and drafting for the variety of agreements and legal instruments necessary to carry out your particular needs, Letters of Intent (LOI’s), Memorandum of Understandings (MOU’s), Commitment Letters, Attorney-Opinion Letters, Deeds, Non-Disclosure Agreements (NDA’s), No Compete Agreements, Non-Solicitation Agreements (NSA’s), sales and service contracts, equipment leases, subordination agreements, fixture filings, manufacturing and production agreements, personal service contracts, employment and independent contractor agreements, and settlement agreements and releases, among many other types of transactions.
Real Estate Agreements
We represent buyers, sellers, lessors, lessees and guarantors with respect to all types of real estate agreements, including letters of intent, purchases, sales, leases, trust deeds, promissory notes, real estate finance and loan agreements and attorney opinion letters necessary for the purchase, sale or refinancing of land, subdivisions, industrial sites, office buildings and multi-family projects.
Whether you’re the buyer or seller, lessor or lessee, or lender or borrower, having a complete, fully integrated agreement will protect your interests and determine your responsibilities. Through our consultations, we identify the proper course of action and draft and negotiate the agreement and record other appropriate documentation to ensure you close your transaction on time and according to your objectives.
Commercial & Equipment Finance Agreements & Secured Transactions
When a business need capital and funds for expansion or cash flow, an asset based loan or a line of credit may be secured by inventory, accounts receivable, equipment, or other property or collateral owned by the borrower.
For the lender, a well drafted, complete agreement along with the filing of appropriate documentation to maintain security in collateral and facilitate is paramount to proper the closing of the transaction. For the borrower, obtaining financing can be critical to ongoing operations but you may need flexibility in encumbering assets or obtaining favorable payment or reporting terms and conditions.
We represent lenders and borrowers to create and secure such agreements to assure that their business goals are secured by a clearly understood and fully enforceable agreement.
Work-Out Agreements
When an existing loan needs restructuring to avoid default or foreclosure, lenders and borrowers often seek the benefit of a “Work-Out” agreement to restructure the loans terms and covenants. In some cases such an agreement serves the interests of both the borrower and lender. For the lender, the “work-out” avoids non-performing loans on the balance sheet and may serve to limit losses and maximize their ultimate recovery without commencing foreclosure and other recovery efforts. For the borrower, a work out agreement may provide extra cash flow to avoid default to maintain good credit for future transactions. Negotiation of a detailed “Work-Out” agreement provides the road map for the parties concerning loan management to maintain the relationship and fulfillment of the obligation.
Stock Purchase Agreements & Asset Purchase Agreements
In considering whether to issue new shares to new investors to raise capital, merge with another entity, or purchase or sell a business and/or its goodwill, we provide the consultations and legal advice necessary to fulfill your objectives.
We draft business plans, private placement memorandums, joint-venture and partnership agreements, mergers or asset purchase agreements to ensure the agreement covers the scope of your transaction and the proper handling of the business affairs and management of the entity into the future.
Voluntary Dissolution
For various reasons, including, retirements, asset sales, mergers the shareholders, members or partners of an chosen entity may elect to “voluntary dissolve” the business of their corporation, LLC or partnership and terminate operations.
To effectively dissolve a corporation or an LLC, generally the shareholders or members must vote for and consent to and commence dissolution actions. Creditors of the corporation must be notified. The Board must remain in office to supervise liquidation and manage the “winding-up” of its affairs before distribution.
We provide you all legal services necessary to properly wind-up and dissolve your corporate entity and avoid potential “alter ego” claims alleging personal liability of the directors or shareholders for the debts and obligations of your LLC or corporation.
The Law Offices of John A. Clinnin 