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Corporate and Business Law

Corporate Law is the law of what has undoubtedly become the most prolific of the business enterprises, the corporation. The practice of Corporate Law focuses on the rights and duties of directors, officers, employees, creditors, shareholders and other stakeholders such as consumers and the community. The corporation is, legally speaking, a “person” with its own separate legal entity. Though the word “corporation” may evoke images of high rollers, the corporation is a business entity that can be tailored to meet the needs of even the smallest operations.

There are several advantages to operating as a corporation, such as:

  • Limited liability of the shareholders (so that when a company is insolvent, they only owe the money that they subscribed for in their shares)
  • Limited liability of the directors, officers, and employees (so that when a corporation is insolvent, creditors of the corporation cannot come after the directors, officers, or employees)
  • Delegated management (in other words, control of the corporation is placed in the hands of the board of directors)
  • Transferability of ownership (shares are easily transferable, subject to certain securities regulations)
  • Perpetual existence (the corporation is its own separate legal entity, which provides continuity)

Our attorneys assist Clients in choosing the best the strategy for their corporation, partnership, limited liability company, or otherwise. These services include accessing licensing, mergers, acquisitions and sale of businesses, joint ventures, issuance of transactions, and a plethora of other business transactions.

Litigation and support services are also available to corporate counsel managers and business owners who are constantly crossing paths with a wide array of legal compliance issues. Our attorneys advise employers in transactional hiring, termination, severance agreements, employment contracts, employment manuals, and benefits counseling.

Forming the Corporation

  • Articles of Incorporation
  • Bylaws
  • Share certificates
  • Assumed name certificate
  • Organizational minutes and consents
  • Funding the new entity
  • Federal and state tax registration

Operating the Corporation

  • Management and governing bodies
  • Shareholder rights
  • Financial strategy
  • Operational tax issues
  • Employment matters
  • Transferability of ownership
  • Distributions of equity

Dissolution of the Corporation

  • Procedures and obligations
  • Collection and distribution of corporate assets

The Limited Liability Company

Another popular choice of business entity is the Limited Liability Company (“LLC”). The LLC is a more recently developed business entity that shares a few characteristics with the corporation; however, there are significant differences between the two entities. The most notable similarity is that LLC owners (referred to as “members”) have the liability protection of a corporation. The owners of LLC’s are referred to as either members or managers. LLC’s may be operated by a single member or manager. Some of the differences between corporations and LLC’s include the way they are taxed, ownership restrictions, and the need for corporate formalities. To find out more about LLC’s and whether the LLC is the best business entity for your needs, contact JK. Winters P.C.

Commercial & Business Law

Commercial Law, sometimes referred to as Business Law, is a phrase used to designate the whole body of laws applicable to the rights, dealings, transactions and relations of individuals and entities in commerce. Examples of matters involved in this practice area include:
  • The Uniform Commercial Code
  • Truth in Lending Law
  • Consumer Protection Laws
  • Contract Law
  • Banking Law
  • Arbitration Law
  • Tax Law
  • Employment Laws
  • Intellectual Property Laws
  • Dispute Resolution (i.e. mediation)
  • Administrative Law – Governmental Agencies
  • Licensing matters
  • Liquor control
  • Permits

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