Legal Services For Every Phase Of The Business Lifecycle
All businesses, no matter how small or large, need a business structure that aligns with both short and long-term goals. Well thought-out contracts for all purposes are also critical to success. From leasing a building to employment contracts, having a rock-solid foundation in place is vital. It can make a difference between spending thousands of dollars on litigation or simply pointing out the contract term with which you are asking the other entity to comply.
Your California Business Formation Options
Choosing the wrong structure for your business can have substantial legal, financial and tax consequences. Our business lawyers will carefully evaluate your unique circumstances and needs, and then guide you in deciding on the business structure that best fits your situation.
There are several different ways you can structure your business. The basic ways to form your business are:
- Sole Proprietorship: This is the most common and easiest way to start a business. You do not have to file any documents with the state. You are the only owner and keep all the profits and suffer through all losses. Your personal assets are not protected from business losses. You file your profits and loss statements along with your personal income tax return.
- General Partnership: You own the business with one or more other people, all of who are called partners. Partners divide the profits and share the losses. Personal assets are at risk and income taxes are filed on personal income tax forms.
- Limited Liability Partnership (LLP): Similar to a general partnership, but limits profits and liabilities to the amount of investment a partner has made into the business.
- Joint Venture: Like a general partnership but limited in time and to one project.
- C-Corporation: This formation separates your personal assets from business assets. This means that personal assets cannot be seized to pay corporate debts. Documents are required to be filed with the state and updated periodically.
- S-Corporation: This is similar to a C-Corporation, but different tax rules apply and the number of shareholders there can be is limited.
- Limited Liability Company (LLC): This has been described as a hybrid, with the best tax advantages and operational benefits of a corporation and partnership. Personal assets are protected from business debts, but the business is taxed as though a partnership. Articles of Organization must be filed with the state.
From Business Formation To Ongoing Business Support
At Lerner & Weiss APC, our business formation attorneys have the knowledge and experience to continue to provide you all the support you need in order to help your business thrive. An overview of our services includes:
- Drafting, filing and maintaining required operational documents.
- Keeping minutes of all meetings as required by state law.
- Preparing employee contracts, handbooks and policy manuals.
- Preparing specific employment contracts (Ex. confidentiality, non-compete, trade secret).
- Drafting and reviewing all business contracts.
- Preventing co-mingling of funds.
Advising on wage and hour laws to ensure compliance with state and federal labor laws.
Having lawyers that are proactive helps you limit your risk of liability while maximizing your benefits. Our goal is to help you make informed decisions, comply with all legal requirements and minimize the risk of future litigation.
Contract Preparation, Review And Negotiation
A carefully drafted contract, although not foolproof, will clearly establish the rights and obligations of all the parties. This will go a long way in preventing future litigation. Our business law attorneys strive to prepare contracts that meet the goals of the parties and cover all known contingencies with the purpose of safeguarding our client’s interests to be sure they are protected.
If you are offered, or asked to sign, a contract by another business entity, we will review it to be sure there will be no surprises to you later. We will negotiate on your behalf when the contract includes terms that seem unfavorable to you.
Breach Of Contract Disputes And Litigation
Breach of contract means that one or both parties failed, without a legal excuse, to perform all the obligations called for under the contract. When one party allegedly breaches the contract, business litigation is often required.
Some of the most common types of breach allegations include:
- One party fails to deliver the services or goods according to the terms of the contract.
- One party fails to pay for services or goods that were provided.
- A party fails to meet the payment terms of a lease, mortgage or other business loan.
- A party misses a deadline that was spelled out in the contract.
Business partners have disputes over terms in their partnership agreement.
When a contract has been breached, the party not in breach is entitled to certain legal remedies. Breach of contract remedies include:
- Specific performance. This requires the breaching party to perform the contract term that was not performed.
- Cancellation and restitution. The nonbreaching party is allowed to cancel the contract without any legal consequences and then sue for restitution. The purpose of restitution is to, as much as possible, return the nonbreaching business to the position it was in before the contract was breached.
- Damages. This includes financial remuneration to the nonbreaching party so that, similar to restitution, as much as possible, the business is in the same position it was in prior to the breach. In very rare cases, if the breach was particularly egregious and the court sees a need to punish the breaching party, punitive damages may be imposed.
Lerner & Weiss APC is a full-service business law firm. From contract formation, negotiation to litigation, we can help. Contact us to schedule a consultation by calling (818) 986-0893 or filling out our online contact form.