Business Law

Business Law

Frequently Asked Business Questions

Selecting a Business Entity

Maryland Business Ventures

Writing a Contract

BUYING A BUSINESS – Some of the Pitfalls and Issues

Inquiring about our representation? Take a Look at THIS.

Our Columbia Business Attorney Manages by Objectives

We encourage our clients in the operation of their businesses to utilize the three principles of management which are planning, organization, and control, and we also encourage them to utilize management by objectives. Because we are not management consultants, it is not our role to provide that kind of assistance but we strongly encourage clients to proceed in a well-organized and systematic manner. However, it is our role to provide you with sufficient information so that you understand our perception of your needs and how to respond with the appropriate documents. Legal documents, including but not limited to the organizational documents, are necessary to go forward with the operation of the business from a legal standpoint. Let's assume that we incorporate a business by preparing and filing a corporate charter. We would also prepare the minutes of the organizational meeting, bylaws, a shareholder's agreement and employment agreements. Additionally, we would issue the stock of the corporation. Our experience includes drafting leases, reviewing leases, and modifying leases to further protect our clients. We further encourage clients to memorialize all significant activities of the corporation such as ratification of lease agreements, addition of new shareholders, and other important acts by way of written resolutions in order to leave a sufficient document trail to demonstrate that the entity, (the business) is operating at arm's length and performing the necessary corporate acts. The Internal Revenue Service and many state governments require documentation and, if not prepared and kept, the IRS or other state governments may declare that the corporation is not operating as a separate entity and is operating only as a personal sole proprietorship. Therefore, it may not have the advantages regarding taxes or certain immunities. Documentation is also important to record understandings between the business and third parties. Confirming your understanding with your landlord, reporting to your landlord an unsafe or hazardous condition, and advising suppliers when you reject an order not just by phone are examples of the need to document.

Corporations, limited liability companies, and partnerships should have clear, definite, and certain agreements when more than two persons own the business entity to minimize problems in the event of death, disability or disagreement. One should not use one lawyer for each of the shareholders of a corporation, limited liability company, or partnership with multiple owners unless the lawyer is representing solely the entity. This is due to conflict of interests. Lawyers should not be representing family members that own a business unless the lawyer is sure there are no conflicts of interests.

Ownership of United States Corporations by Foreign Persons: The Securities and Exchange Commission in this country requires, under certain circumstances, a registration–which is mainly a disclosure of the names of foreign stockholders, identification information, percentage of stock owned by a foreign person, and the nature of the individual's ability to appreciate the risks involved in being a shareholder of a foreign business.

The types of businesses that we have represented over the years include consulting companies; information technology; professional and trade organizations; restaurants, including but not limited to pizza and “carry-outs”; and used car dealerships.

Call me, Fred Antenberg, at 410-730-4404-- for a free initial consultation regarding establishing a new business or dealing with an issue affecting your business.

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