WHY USE AN ATTORNEY TO FORM (OR DISSOLVE) YOUR NEW (OR OLD) BUSINESS? It is true: Nearly anyone with a computer can go online and find a “fill-in-the-blank” or “one-size-fits-all” so-called legal form that can accomplish the bare minimum of establishing the existence of a legal entity. Pay the filing fee with the Secretary of State’s office and bingo you have a “company.” What you may not have is the best type of business entity for your situation, or you may not have axillary documents that do not get filed but that may be required by law or suggested by common sense and prudence - you may very likely be missing provisions that, while not required by law, make a great deal of common sense to incorporate into your foundational or establishing documents. Because what you do at this crucial stage of your new enterprise will be with you for a long time (hopefully, right?), this is hardly the time to be penny wise and pound foolish.
NEARLY TWENTY FIVE YEARS EXPERIENCE WORKING WITH AND FORMING NEW COMPANIES. Stephen Ullrich has been assisting individuals and existing companies form new business entities for most of his twenty five years as an attorney. Simply filling in the blanks of the standard one page incorporation forms on line with the recording agency will not necessarily make you compliant with the Indiana Business Corporation Law. Notice those forms do not contain indemnification and hold harmless provisions for the organizers and owners of the business. And what about by laws? Or an Operating Agreement? These do not get filed and are not available on line from the recording agency, but both are required by law depending on whether you are forming a corporation of a limited liability company. These are not standard, “one-size-fits-all” documents; they should be crafted and tailored to meet the needs of your particular business and your management style and priorities. They will reflect the “personality” of your business. Also, are you really protecting your personal assets by doing business under the “cover” of a legal entity? Are you truly indemnified and safe from liability for mistakes you or an employee or agent might make in the course of doing business? How do you know you are not neglecting something that might create a gap within which a potential creditor or claimant might drive a wedge and pierce your corporate veil? Is your house or marital residence potentially at risk? Are you planning to sell shares of your close held or family corporation? If so, do you really need stock certificates? What about a shareholders’ agreement? How and when and to whom can your initial shareholders sell or transfer their shares if they wanted to? Do you have “partners” or co-owners joining with you in your new LLC? Have you thought about whether you want to be forced to work with the spouse or children of your founding co-member in the event he or she should pass away or decide to sell their interest and retire? Do you know what you need to do in order to dissolve and wind up your existing business? How do you cut off potential future claims against your business after you thought you had shut its operations down and closed shop? These are among the myriad of issues and questions that an experienced business attorney will have you thinking about.
CALL FOR A FREE BUSINESS NEEDS ASSESSMENT. Call us for a free over the phone chat about your particular business challenges and find out if it makes sense for you to engage our services and expertise. If you like, we will visit your place of business or home with no initial fee for an on-site half hour consultation. You will learn something in the process, whether you retain us or not. Please remember that making this preliminary contact will not in itself create an attorney client relationship although anything you discuss or share during that call or visit will be treated as and remain confidential.