Here at the Law Offices of Barton Morris, we zealously represent our business clients. We realize that each business is unique and cannot fit within the box of generic contracts found on Google. Businesses have character and personality that require personalized attention. We realize that the practice of law involves an element of art to work outside the box. Some past clients are franchisees who needed assistance working through lengthy franchise disclosures, cannabis companies that were involved in partnership disputes over the direction of the company, or a business that purchased a restaurant and needed help transferring the liquor license. Each of these examples needed us to understand their goals as well as the current matter so that we could structure an end result that aligned with their goals.
Types of Businesses
When forming a company, the particular objectives of the business need to be understood. There are many types of business entities, including partnerships, corporations, and limited liability companies (LLCs). Choosing the right entity can be critical. Make the wrong choice, and the consequences can range from annoying to dire.
If there is one owner, the principal choices are sole proprietorship (which technically is not a type of entity), corporation, or LLC.
If there is more than one owner, the principal choices are partnership (either a general partnership or a limited partnership), corporation, or LLC.
Each type of entity has certain advantages and disadvantages regarding limits on liability, control of the company, tax consequences, and regulations that may benefit one business but not necessarily another. For an entity that is not a limited liability entity, the owner (or owners) is fully liable for the obligations of the organization, even if the owner has not committed to contribute to it in the future. The owners of sole proprietorships and partnerships do not enjoy limited liability for the obligations of the business.
One of the most hotly debated issues for business owners is control. Control can be more easily and flexibly allocated in a non-corporate form, such as a partnership or LLC. Whereas corporations have more strict procedural requirements. Nonetheless, knowledgeable counsel can achieve much of the desired flexibility in corporate form, though typically the legal fees are higher since the corporate form is less flexible and requires more legal work to achieve the desired flexibility.
One of the most significant tax aspects is whether the business is a “flow-through” entity, whereby income of the business flows through to the owners of the business for tax purposes, and each owner pays income tax on their share of the business’s income.
Additionally, not every form of business organization is available for every kind of business. Because of regulatory restrictions, some businesses can be operated only in corporate or partnership form (or as sole proprietorships). For example, an LLC is not eligible to operate certain kinds of business in Michigan such as a non-profit corporation. These regulatory constraints must be taken into account in choosing the right form of entity.
Moreover, we handle business-to-business contracts, employment contracts, real estate contracts and others while assisting you with your transaction from start to finish. A contract is an agreement creating obligations enforceable by law. The basic elements of a contract are mutual assent, consideration, capacity, and legality. A proper contract protects your business and sets out expectations for you and the other party to the agreement. Whether you are expanding your business, starting a new business, or making agreements as part of your daily business, our law firm is prepared to help protect your interests. We are prepared to review existing contracts or negotiate and write new contracts to assist your success.
What happens with a breach of contract? If one party to a contract does not live up to its side of the bargain, that is known as breach of contract, and the other party can sue for damages that resulted from the breach. These damages are not necessarily physical. They can also include profits lost on sales that fell through and time wasted in waiting for deliveries that did not arrive as promised. A breach of contract is a fairly common occurrence in the world of business, and it happens for various reasons.
Through proper planning and contracts, our clients are protected and prepared to achieve their particular goals, and should a dispute arise, we stand ready to defend your interests. Whether your interested in forming a new entity, dealing with a partnership dispute, scaling your business, or are looking to structure your business with proper agreements. The Business Legal Team at Law Offices of Barton Morris, can ensure your business goals and objectives are developed, and protected. Let us take the weight, while you focus on growing your business!