555 Sun Valley Drive Suite N-4 |
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Roswell, Georgia 30076 |
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Telephone (770) 992-4325 |
Fax (770) 992-4367 |
Business Law |
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We work with business clients from the start-up phase (Incorporation or LLC organization), through growth, hiring of employees, reviewing and negotiating office and retail leases, as well as acquiring or merging with another company. We also draft and negotiate many types of Contracts.
Smart business planning includes developing a relationship with a business law attorney who can advise and guide you on the many legal issues that you will encounter, as a business owner.
What Services Do You Provide to Businesses?
We provide full service business law support, including:
Incorporation & LLC Formation
Please see the Incorporation section of our website for more information about incorporating your business or setting up an LLC.
Corporate Minutes & LLC Documentation
Most new businesses use an attorney to help with the process of Incorporation or LLC formation. However, many of our corporate clients are so busy running their day-to-day business operations that they do not have time to keep up with Annual Meetings, Shareholders Meetings and Directors Meetings. These are legally required, and it is important to keep your corporate minute book up to date.
Failure to keep up with these ongoing legal requirements could jeopardize your corporate status and result in "piercing of the corporate veil" in the event of a lawsuit, exposing the shareholders and directors to personal liability or other legal problems.
We are happy to assist you with review and updating of your corporate minute book.
Our LLC clients also need additional legal documentation when adding a new owner (Member) of the company, when buying out the interest of an existing owner (Member), when there is a change of Managers, or when changes need to be made to the company's Operating Agreement.
While LLC's generally are not required to hold Annual Meetings and prepare minutes of those meetings, minutes are often required to approve loans, leases, asset sales and other significant business transactions.
We also assist with Dissolution of both corporations and LLCs, if you have decided to close down your business.
Compliance With Laws & Regulations
Many businesses are required to comply with extensive laws and regulations specific to their industry. For example, businesses that lend money to consumers are subject to federal and state laws requiring specific legal disclosures, and may require certain protections for the borrowers. Pharmacies and many other medical-related businesses are now subject to extensive HIPAA regulations.
It is wise to consult with a qualified attorney before starting a new business, to be certain what types of regulation apply to your new business and be sure that your business forms and contracts are in compliance with the rules.
Once you are up and running, ongoing support and legal advice is important to ensure that you do not violate any of the laws and regulations applicable to your business.
Trademarks & Copyrights
Most business owners have insurance coverage to protect their tangible assets (inventory, fixtures, equipment, computers, etc.). But have you taken the legal steps necessary to protect your intangible assets?
Your company's name and logo are unique and should be protected (usually with a federally registered Trademark or Servicemark).
Many of our clients have spent a great deal of time and effort developing a unique name and logo to represent their businesses. To protect your competitive advantage and prevent others from improperly using your business name and logo, give us a call to get started on a federal Trademark or Servicemark registration.
If you are in the business of developing proprietary computer software, or you are a writer of published books or literary works, we can assist with obtaining federal Copyright protection for your work.
In the software field, you may also need to obtain patent protection. We are not patent attorneys, but we will be happy to refer you to a patent specialist.
We handle many different types of contracts, including:
Non-Compete Contracts
Non-compete agreements can be important to the success of your company. However, Georgia law does not favor these agreements, and they should be very carefully drafted. There have been many Georgia cases in which courts have refused to enforce non-compete provisions. So, careful drafting is critical in this area.
Customized Form Contracts
Many of our business clients use form contracts of one type or another in their day-to-day business, such as consulting agreements (for high tech companies, computer programmers, marketing professionals, business consultants, etc.), service contracts, lease agreements, and sale of goods agreements.
When the form contract you use with all of your clients is the foundation of your business, the contract should be drafted by your business attorney, and it should be customized to fit the terms and conditions that are important to you. There are many areas of a contract that can be drafted to favor one party versus the other. Your company's form contract should give you the strongest protection possible.
If you have to sue to collect money due to your company, will your current contract hold up?
Just give us a call to have a customized contract prepared for your business.
Buy-Sell Agreement
Another type of contract that almost all small businesses should have is a Buy-Sell Agreement (sometimes referred to as a Shareholders Agreement). A Buy-Sell Agreement restricts the sale of shares in a small business, and sets out clear rules for what happens if one of the owners of the business dies, becomes disabled or just "wants out" by selling his or her shares of the company.
It is also important to have life insurance policies in place to provide cash to buy out the interest of a deceased owner. The life insurance coverage should be coordinated with the terms of the Buy-Sell Agreement. Without life insurance in place, there may not be sufficient cash available to buy out a deceased owner.
For LLCs, these buy-sell provisions are generally included in the Operating Agreement, and should be carefully drafted.
If your company does not have a Buy-Sell Agreement in place, give us a call to discuss having one prepared, before an unexpected event leads to a business crisis.
We assist clients with business disputes, and with lawsuits and litigation regarding business matters.
The types of business lawsuits we handle include:
Of course, we prefer to help our clients avoid lawsuits, but unexpected problems do arise.
We understand how distressing it is to be served with a lawsuit, or to realize that you need to sue a customer or competitor - we are here to help.
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© 2007 by Baker & Stalzer, LLC. All rights reserved. IMPORTANT: The material in this web site is provided for general informational purposes only; it is not intended to constitute legal advice. Please see our Disclaimer page for further information. |
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