Every business is unique and has unique needs. Our experienced business planning attorneys can help your business planning from organization and formation, operations and transactions, to exit and succession strategies.
Choice of Entity and Business Structure
Under Michigan law, a business can operate as a sole proprietorship without forming a legal entity, but your personal assets may be at risk. If your business has more than one owner a partnership may be created where co-owners have joint liability for the acts of the other.
Choice of entity, i.e. the decision whether to structure your business as a Limited Liability Company, S corporation, or C corporation, is an important decision for a new business. This decision will have lasting impact on a multitude of issues including the owner's liability, asset protection, ownership and management structure, taxes, and corporate governance. The attorneys at Great Lakes Family Probate & Estates will review your particular circumstances and counsel you as to the advantages and disadvantages of each corporate form allowing you to make the best decision for your business.
A Corporation has Articles of Incorporation and By-Laws while a Limited Liability Company has Articles of Organization and an Operating Agreement. Even a single member LLC should have an Operating Agreement to ensure that it is not treated as a sole proprietorship under Michigan Law.
The Articles of Organization and Operating Agreement of an LLC cover important information and should be tailored to the needs of the particular individual and business. It may be easy to find a template online but that path is full of pitfalls and is not a substitute for an experienced attorney preparing your organizational documents.
Typically operating agreements cover the following:
- Member's ownership percentage
- Member's obligations and rights
- Distributions of profits and allocation of losses
- Management structure
- Member's financial obligations such as capital calls
- Information regarding accounting and capital accounts
- Tax returns
- Sale of membership interest and admitting new members
The experienced business lawyers at GLFPE can review each of these topics with you and help you select the appropriate options for your business. The organizational documents of a company are like the foundation of a house, if you have strong, comprehensive, and clear organizational documents, you can avoid a lot of problems down the line.
Black's law dictionary defines intellectual property (“IP”) as: “(a) category of intangible rights protecting commercially valuable products of the human intellect. The category comprises of primarily trademark, copyright, and patent rights, but also includes trade secret rights, publicity rights, moral rights, and rights against unfair competition.”
The three most important things you can do regarding your company's intellectual property are 1) identify your IP, 2) determine ownership of your IP, and 3) protect your IP. The experienced intellectual property lawyers at GLFPE can help you perform a comprehensive in house IP review and then work with you to ensure you have the contracts and systems in place to own and protect your company's IP.
Contract Drafting, Review, and Negotiation
Companies use contracts every day to conduct business and the terms of those contracts govern the rights and obligations of the parties that entered into them. A carefully drafted contract can provide certainty by clearly defining the expectations of the parties, while a poorly drafted or ambiguous contract leaves the door open for litigation down the road. GLFPE helps clients draft, review, and negotiate contracts with suppliers, vendors, employees, landlords and tenants, customers, and other business partners. For more information regarding the types of contracts GLFPE can help you prepare visit our Contracts and Transactions
General Corporate Counseling
General counsel services on-demand. Every business has day to day legal, general business, governance, and compliance issues, but not every business has in house counsel. GLFPE provides customized options for general legal support based on our clients' needs at a fraction of the cost of in-house counsel. We work closely with our clients, getting to know your business and work closely with your management team to develop strategies that work for your company. Let GLFPE be your first call when you encounter business issues with legal implications.
Our outside general counsel services include, but are not limited to:
General Business and day-to-day legal counseling
Corporate governance including board, shareholder, and member meetings, minutes, and resolutions
Contract drafting, review and negotiation
Intellectual Property Protection
Counseling officers and directors on fiduciary and strategic issues
Risk management, arbitration, mediation, and litigation
Real estate purchases and leasing
Supervision of local counsel
Purchasing and Selling a Company
There are a lot of things to consider when buying or selling a business. Will it be a stock sale or an asset sale? Will there be a new entity, a merged entity, or a surviving entity? How will the purchase price be allocated? Who will get which assets and liabilities?
The attorneys at GLFPE can help you structure your business purchase or sale to maximize value while minimizing tax and other liability. After the deal has been structured the attorneys at GLFPE can prepare your transaction documents and help you with any issues that arise before and after closing.