Business Law

BUSINESS LAW

Disputes, misunderstandings, and litigation impact the health and longevity of your business. Whether you’re the owner of a sole-proprietorship, a partner in a partnership, a member of a limited liability company, or shareholder in a corporation, it is critical to ensure that your entity’s legal and financial interests are being protected by an aggressive and experienced business law lawyer.

At Bellatrix PC, we pride ourselves on providing our clients with responsive, tactical business solutions.  Through critical analysis of the issues at hand, our legal team has repeatedly achieved favorable outcomes for numerous clients across a diverse range of industries and legal structures.  As a results-oriented firm, we aim to resolve complex disputes as rapidly and efficiently as possible, so that you can resume normal operations with clarity and confidence.

To arrange for a private consultation with the commercial attorneys of Bellatrix PC, call our law offices at (800) 449-8992 today.  The sooner you consult with us, the sooner we can get to work addressing your legal matter.

Experienced Business Law Lawyers

Even outwardly simple business transactions can lead to confusion and uncertainty.  Businesses of all structures are subject to myriad state, federal, and municipal regulations, which collectively encompass matters ranging from workplace discrimination to job site safety to the enforceability of non-compete contracts and other contractual agreements.

Even for highly knowledgeable and experienced entrepreneurs, it can be virtually impossible to keep abreast of the business world’s numerous and ever-shifting laws while busy with the daily demands of running a company.  All too many business owners have been unpleasantly surprised by federal investigations, the imposition of civil penalties, and lawsuits by employees, despite believing they were in full compliance with the law.

At Bellatrix PC, we bring a nuanced practical understanding of the full scope of business law to each and every legal matter we handle.  We will listen to your concerns, advise you with regard to your rights and responsibilities as a business owner, and explain the potential outcomes of the courses you could take on the path toward resolving your issue.

Should litigation arise, we are fully prepared to defend your business all the way to trial if necessary.  However, we are also qualified to function as mediators, to represent your company during arbitration, or simply to act as general counsel for your basic, daily questions and concerns.  We will help you understand the benefits and disadvantages of each available legal strategy as it pertains to your matter, so that you can make an informed decision about what’s right for your company.  When you work with Bellatrix PC, you can feel confident that your business is in capable hands.

Representing Partnerships, Corporations, and LLCs: Cases We Handle

As business owners ourselves, we are personally familiar with the seemingly endless complexities which can arise in business and commercial law.  In order to serve our clients effectively, we handle a wide variety of legal matters throughout every stage of the business life cycle, from formation to sale and dissolution.  No matter which point in its life cycle your company has reached, our dedicated attorneys are prepared to counsel you.

We are equipped to handle the full spectrum of commercial matters, including but not limited to the following:

Breach of Contract

  • Contracts act like blueprints, setting clear expectations for all parties to any business agreement.  When a contract is breached by one or more parties’ improper actions or failure to act, the other party or parties can suffer significant financial harm.

Business Formation and Dissolution

  • Selecting the right legal structure is critical for the long-term success of any business.  Likewise, proper dissolution ensures that debts and assets will be distributed appropriately when the company changes hands or reaches the end of its life.

Commercial Litigation

  • All types of disputes can lead to destructive lawsuits.  Whether your company has been accused of breaching a contract, engaging in discriminatory hiring practices, or other alleged misconduct, our attorneys will vigorously defend your business in court.

Contract Drafting and Negotiation

  • Contracts are the foundation upon which all business transactions are built.  We will prepare, review, revise, and aggressively negotiate your contracts with employees and other businesses, ranging from licensing agreements to commercial leases.

Employment Law

  • Whether your company has been named in a gender discrimination lawsuit, needs assistance determining overtime classification and fair payment of wages, or you simply have questions about drafting an employee handbook, our employment law attorneys are here to help.

Trademarks and Intellectual Property

  • Databases, recipes, software, and related information can be a company’s most valuable assets.  We work to protect your intellectual property and trade secrets with clear and enforceable contracts.

Our other areas of practice include, but are not limited to, the following:

  • Business Insurance
  • Creditors’ Rights and Debt Collection
  • Hiring, Firing, and Layoffs
  • Independent Contractors
  • Leasing Property and Equipment
  • Libel, Slander, and Defamation
  • Mergers and Acquisitions
  • Minimum Wage and Wage Disputes
  • Non-Competes and Non-Disclosure Agreements
  • Non-Profit Organizations
  • Payroll, Salary, and Bonuses
  • Permits and Licensing
  • Sexual Harassment
  • Stock Options
  • Tax Compliance
  • Unfair Competition and Unfair Business Practices
  • Whistleblower Lawsuits
  • Workplace Discrimination
  • Wrongful Termination

Whether you’re thinking about starting a company, need assistance resolving a stubborn dispute, or have already been named by a commercial lawsuit, the attorneys of Bellatrix PC have the skill and knowledge to help your business reach its goals.

To schedule a private appointment, call our law offices at (800) 449-8992 today.

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Maybe We Can Help. Request Your Consultation Today.

Alicia Dearn

Alicia I. Dearn is the founder of Bellatrix PC, a woman-owned law firm with offices in Missouri and California. Bellatrix PC handles lawsuits and business transactions. We advise in business, employment, real estate, intellectual property, civil litigation, and election law.


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Disclaimers

The articles published by Bellatrix PC are for informational purposes only and do not constitute legal advice. If you have a legal issue, please get competent advice from a licensed attorney in your jurisdiction. Use of Bellatrix PC's site is subject to our Attorney Advertising Disclaimers.

Commercial Real Estate Transactions

COMMERCIAL REAL ESTATE TRANSACTIONS

Commercial real estate transactions can be particularly complex and high-stakes transactions where millions of dollars may be at stake. Whether you are buying, selling or conveying property your transaction should be thoroughly reviewed prior to its execution. Taking the time now to perform a meticulous legal review by an experience Bellatrix PC attorney can reduce the likelihood of a dispute or costly litigation further down the line. As Your Peace of Mind Advocates we can guide your business through both relatively straight-forward and complex real estate transactions while protecting your company by performing due diligence and a thorough review.

Contract Form

Attorneys handle commercial real estate transactions

Our commercial real estate practice is designed to meet the needs of business and companies dealing in commercial real estate regardless if they are a buyer, seller or landlord. Some of the services we can provide regarding commercial real estate transactions include:

  • Drafting commercial real estate contracts – Our attorneys can draft real estate contracts for purchasers and sellers. Our contracts address and contemplate the unique needs and considerations present in every transaction.
  • Thorough review of real estate contracts — We will review your contract thoroughly and meticulously. Our goal is to protect you from contractual provisions that you neither bargained for nor expected. We can explain the terms and language utilized so that you can fully understand the benefits and obligations of the contract.
  • Commercial real estate due diligence – Prior to executing your real estate transaction we can perform a title search to check for the existence of liens, easements and encumbrances that can affect your title.
  • Attend real estate closings – We can represent you at a real estate closing or settlement to address any last moment concerns.
  • Real estate litigation – unfortunately despite the best efforts of all involved sometimes transactions do not pan out and end up in disagreement and conflict. We can advocate for your business’ position professionally and aggressively.

The foregoing is merely a brief synopsis of the services our legal team can perform regarding your potential commercial real estate transaction. Our attorneys can provide a clear and thorough view of the transaction and its effects.

Regulatory compliance, zoning, and other concerns can be handled by Bellatrix PC

When you secure a piece of land it is often for a particular purpose whether that purpose is to run a business, make an investment, or another goal. If you are a buyer, it is essential that real estate that you will be able to use the real estate for your intended purpose. Failure to perform diligence regarding land use regulations can result in obtaining property that cannot be used or the necessity of further legal action; in any case, neither situation would be ideal. Similarly as a seller, you may offer a warranty or assurance regarding the property you are transferring. You should ensure that what you have promised is what the buyer will receive or you are likely to find yourself litigating the matter in the future.

Reassurance and peace of mind in your commercial real estate dealings

As Your Peace of Mind Advocates the attorneys of Bellatrix PC are dedicated to guiding you or your company through commercial real estate transactions. We offer an array of legal services packages to meet the varying needs of businesses. To schedule your free & confidential legal consultation, call (800) 889-8376 or contact our firm online.

Trade Licensing and Permits

TRADE LICENSING AND PERMITS

When forming and operating a business in any state or jurisdiction within the United States, it is very important to make sure you have the required required licenses and permits. The types of regulatory barriers your company will have to clear varies based on the type of business, the general business operations, and the legal requirements present where the business will be situated. The licenses or permits that your company must secure may be dependent on the type of business you intend to operate, but most exist for one or more of the following purposes:

  • To identify your business
  • Protect the health and safety of the public
  • Prohibit uses that are incompatible with surrounding development
  • Levy taxes and government fees
  • Protect the surrounding area from hazardous pollution, noxious chemicals or other public nuisances
  • Regulate your industry or number of businesses in your industry
  • Protect children, the elderly, at-risk groups, favored groups or consumers
  • Control political and international trade relationships

If your business fails to account for required regulatory hurdles, the company is risking significant fines and penalties. Depending on the particular regulatory compliance problem, your business’ legal right to operate can be placed in jeopardy. Bellatrix PC can perform due diligence for you.

business, office, law and legal concept - picture of man and wom

What Types of Licenses Can our Attorneys Assist With?

Bellatrix PC can help ensure that your business has performed all aspects of its necessary due diligence and has achieved compliance with all applicable local, state, and federal rules and regulations. Our firm can handle engaging in the regulatory process by submitting the paperwork necessary to obtain all required professional and business licenses and/or permits. Should a local or state agency question your business’ regulatory compliance and also defend your business, should you be accused of a compliance violation. We are able to advise and represent businesses on the following classifications of licenses and permits:

  • Local, county or state business licenses
  • License for a home business
  • Occupancy & use permits
  • Sales tax permits
  • Special business licenses
  • Employee permits
  • Professional licensing obligations
  • Contractor licenses
  • Building permits
  • Liquor licenses
  • Variances and Ordinances

The potential overlapping regulatory requirements including licensing and permit rules and regulations can be complicated and difficult to comprehend. Despite working hard to comply with applicable local, state, and federal laws, some businesses may unknowingly and unintentionally commit violations because they do not fully understand their rights and responsibilities.

Commercial Lawyers Can Act as your Business General Counsel

An experienced commercial lawyer from Bellatrix PC can handle all of your business’ day-to-day legal needs. By establishing an ongoing relationship with our firm, we can act as an outsourced general counsel for all of your company’s legal questions and regulatory concerns. Establishing a relationship with experienced counsel can ensure that when a legal question or lawsuit arises, your company will know where to turn for dependable legal advice. As your general counsel, Bellatrix PC can address legal and regulatory requirements your company must adhere to.

Let us Handle your Business’ Regulatory Concerns

Bellatrix PC will take the time to explain and educate your team on each type of permit or license that is required for your business to form and operate. Working with our attorneys will provide you with the confidence needed to know that your business is in full compliance.

Contact Bellatrix PC or call us at (800) 449-8992 to schedule a confidential consultation.

Dissolution and Going Out of Business

DISSOLUTION AND GOING OUT OF BUSINESS

It is the unfortunate reality that 9 out of 10 businesses fail within the first five years. When that happens, what do you do? Just like when you were running your business, the decision to close, wind-up, or dissolve it must be considered and handled responsibly. Whether the reason for the dissolution of your business is voluntary or necessitated by financial or other pressures, the failure to do things the right way can create personal liabilities, lawsuits, liens and tax consequences.

 

Small Business Closed

 

Tax Obligations

The IRS requires a closing business to file an annual return for the year when the business is dissolved, just like it did when it was operating. The final tax return should carry an addendum stating the name, address, and other contact information for the keeper of the business’s records. The IRS notes that employers are required to file final employment tax returns in the event the company had employees. The IRS also recommends filing returns that cover the final disposition of property the business owned. The IRS further recommends that a dissolving business close that business’ IRS business account. This is a somewhat awkward procedure for disavowing the EIN associated with the closing business. The IRS never recycles an EIN nor does it reassign it to another business. Like taxes, an EIN is forever. In order to close your business account, and in so doing communicate to the IRS that anyone using this EIN thereafter is likely perpetrating a fraud, the IRS requires a written submission. Of course, the IRS will not permit you to close a business account if taxes or other payments are outstanding. Similar procedures are required by the Secretary of State for state taxes, depending on your business’s legal form.

 

Other Liabilities

This can become a complicated issue very quickly. But the winding down of the operations and closing of the books may create fiduciary duties towards creditors, shareholders and employees. Failure to pay final wages may result in personal liability. Taking property out of the business and not paying creditors may constitute a fraudulent transfer.

 

How can a business dissolution attorney facilitate my business goals?

The business attorneys of Bellatrix PC sit down with our clients to discuss your personal, financial, and legal concerns, at length, over dissolving or closing your business. By discussing your goals and concerns openly, we can not only open the lines of communication, but also establish a healthy attorney-client relationship. Drawing from this relationship, we are able to represent individual owners, groups of owners, or individual partners planning to dissolve a business.

Bellatrix PC handles the dissolution of family-owned businesses, partnerships, limited liability companies (LLCs), S-corporations, closely-held ventures, and other commercial entities. Our attorneys strive to provide an honest and objective perspective on the business dissolution process and your specific situation including potential areas of concern. In the lead-up to, and during, the dissolution process, we can address an array of issues including:

  • Division of the business or the business’ assets & liabilities in a fair and equitable manner.
  • Identify and resolve partnership disputes.
  • Identify and explain all existing obligations and debts.
  • Develop an actionable business dissolution plan
  • Take steps to increase the likelihood of a smooth wind-up or transition so as to protect relationships with both clients and suppliers.

As in most business transactions, there are a broad array of facts, circumstances, and factors that must be accounted for. When you are trying to move on to your next endeavor, handling the various aspects of a business dissolution or closing can be overwhelming and lead to preventable, costly errors.  Our firm can also work proactively as your business’s outsourced general counsel. If your business engages with our firm, you will know exactly where to turn for clear, reliable legal advice.

If you are contemplating dissolving or closing your business, contact Bellatrix PC or call us at (800) 449-8992 to schedule a confidential consultation.

Business Formation Attorneys

BUSINESS FORMATION

Starting your own business is an exciting time full of promise and opportunity.  But before your new start-up can hit the ground running, you must make some very important decisions with regard to business formation.  The structure you select will have a profound effect on issues ranging from the paperwork you must submit, to the degree of liability you will assume, to how many shareholders your company will be permitted.  Creating a solid and organized foundation now will allow your new company to prosper in the future, with the added benefit of reducing your risk of exposure to litigation.

At Bellatrix PC, our knowledgeable and experienced business formation attorneys are prepared to help you address all legal aspects of forming a new entity.  Our legal services range from helping employers ensure compliance with labor laws, to negotiating contracts and transactions on behalf of business owners, to defending companies against lawsuits brought by employees, independent contractors, and clients.  We are committed to empowering new businesses with the legal tools they need to foster growth, minimize costs, and maximize efficiency in daily operations.

To start discussing your goals in a private consultation, call Bellatrix PC at (800) 889-8376 today.  Let’s start talking about how we can help your new company succeed.

Launching a Business Name Tag Sticker New Company Start

Forming a Company: Types of Legal Structures

You have a few options to choose from when it comes to selecting a formal legal structure for your new entity.  No single structure is “superior” to the others: each comes with its own unique set of pros and cons, and a structure that would be completely inappropriate for one organization might be ideal for another.

Our employment attorneys will sit down with you to explain the rights, responsibilities, benefits, and drawbacks associated with each structure, so that you can make an informed decision which serves your best legal and financial interests.  For now, let’s begin by comparing the basic qualities of each structure.

Sole Proprietorships

Once a popular choice, the sole proprietorship has largely fallen out of favor as this structure offers neither separation of funds nor any legal protection against liability to the owner.  Realistically, only the smallest of entrepreneurial pursuits will comfortably operate under a sole proprietorship banner.  If you are planning on expanding your organization to include employees besides yourself, a sole proprietorship is probably not the right option for you.

Partnerships: General Partnerships, LPs, and LLPs

Partnerships can take many forms.  Despite the connotations of the word “partnership,” these structures can actually have more than two partners.

In a general partnership, two or more individuals join together to create a company.  General partnerships neither protect company assets nor shield the owners from liability, which renders them ineffective for many new businesses.

While the federal government and most jurisdictions do not require a formal operating agreement, failure to create a written agreement is akin to tacitly summoning disaster in the event of a partnership dispute.  Ideally, a partnership agreement delineates each partner’s role in the organization’s daily operations, as well as financial rights to company profits.  However, both parties are also bound to third-party agreements made by either party to suppliers, employees, etc. except under some limited and special circumstances.

In a general partnership, all partners share approximately equal involvement in liability and daily operations.  By comparison, a limited partnership, or LP, involves a general partner who has greater involvement at the cost of increased personal liability, and a silent partner who has reduced involvement and liability.  Therefore, unless the general partner is protected under some other formal structure, liability will accrue to the general partner, thereby placing the general partner’s personal assets at stake.

A limited liability partnership, or LLP, is the silent partner partnership.  In an LLP, there are no general partners. Instead, all partners share limited liability for debts incurred by the business.  If your business is being bankrolled by a partner with more collateral than you can personally access, he or she will likely want you to sign a limited liability partnership agreement, or LLP agreement.

Corporations: S-Corps, C-Corps, and LLCs

Corporate variants include S-Corporations, C-Corporations, and the limited liability company or LLC.  These structures enjoy great popularity among many entrepreneurs due to their considerable protections against liability.  Incorporating is only slightly more difficult than setting up a partnership, or applying for the business license and permits you would need to operate a sole proprietorship, but the benefits and the protections are orders of magnitude greater.

Under these types of structures, the business owner is generally not considered personally liable for the actions or debts of the business.  Under normal circumstances assuming the absence of fraud, if the LLC owes a supplier money, the supplier cannot pursue the owner’s personal funds and assets to satisfy the debt.

These structures prove effective and appropriate for many entrepreneurs.  Such a structure might be particularly beneficial if you are thinking about starting separate but related businesses in the future, as the failure of one organization will not “domino” into the others.

Business Formation Requirements

The business formation lawyers at Bellatrix PC will take care of every step of the process on your behalf, including any special requirements which may apply.  We will discuss your immediate needs and long-term goals, educate you on which entities limit personal liability and minimize tax obligations, and advise you regarding which entity type would be best suited for your objectives.

Once we have determined which structure would offer your new company the strongest legal and financial advantages, our legal team will handle all of the following steps:

  • Reserve the company’s name.
  • Obtain an EIN (Employer ID Number) for the company.
  • Draft and file articles of incorporation or organization.
  • Draft the operating agreement and bylaws.
  • Serve as the registered agent for the entity.
  • Draft and review contracts with potential vendors and clients.
  • Negotiate commercial leases and educate you on tenant’s rights and responsibilities.
  • Draft employment agreements, non-disclosure agreements, arbitration agreements, and/or employee handbooks, while ensuring your policies comply with state, federal, and industry regulations.

There are many more steps besides these that you must take to start up a business legally. We have a free guide for you: How to Start A Business… Legally: A Quick and Easy Checklist. Follow the link to get it or call the business law attorneys of Bellatrix PC at (800) 889-8376 to schedule a confidential consultation.

Why Do 80% of Businesses Fail In Their First Year?

Eric is really angry. Less than a year ago, he started a business with four guys he knew from friends of friends. They shared the dream of opening a sports bar dedicated to soccer that would serve international beer and bar food. They found the perfect spot and signed...

When your business dies: should you wind up, bankrupt or just walk away?

GraveyardIt is a well-documented fact: most small businesses fail.  All too often, I advise business owners and officers on what to do when it looks like the company just cannot make it another month.  What to do?  Should the business owners file for bankruptcy?  Should they file corporate dissolution papers?  Or should they just walk away from the whole mess and leave the shell corporation to die a slow, natural death?

This is actually a complex topic that requires good legal advice.  But the one teaser I will give you is that, in my experience, more often than not, just walking away is actually the right answer (with some caveats).  Dissolution and bankruptcy are sometimes both right, too.

But what you absolutely cannot do: ignore it and literally walk away while Rome burns behind you.  Once an officer or owner of a business becomes aware that the business is insolvent or virtually insolvent, he or she has a duty to the business’s creditors and shareholders to make decisions that protect the creditors and shareholders interests.  That is why you must consider whether bankruptcy, dissolution, or leaving an empty shell is the best solution.  Otherwise, you may end up being personally named in a lawsuit.  If you have assets — the reason for forming a corporation in the first place — you do not want to be embroiled in something that could drain you and your finances for several years after the business has already died.

So, very broadly speaking, what are your options?

1.  Bankruptcy.  Businesses can bankrupt, and a liquidation can be similar to a personal total bankruptcy (they are both Chapter 7).  Bankruptcy may not get rid of all the liabilities, however.  First, there is no such thing as a “discharge” for corporations — that means that the debts stopped being collected on against the company as it dissolves, but they do not disappear if the business wants to start up again.  More importantly, if there are any personal guaranties by owners or officers, the bankruptcy may simply accelerate those, because they would not be stopped by the bankruptcy.  So it is necessary to determine whether there is any protection or advantage to filing a bankruptcy.  If there are, owners and officers should seriously consider it.  Bankruptcies ultimately are neat and final and wind everything up permanently.

As an aside, there is such a thing as a debt reorganization bankruptcy for a business — i.e. Chapter 11s — and if the business is viable, that might be the best route.  You will need experienced bankruptcy counsel before going this route.  Reorganizations are expensive and frequently fail.  But they do offer the chance to save a company and have been used effectively by some of America’s biggest corporations.

2. Dissolution.  If the corporation is done and can be wound up, dissolution is the legal way to do this.  What this means is that the corporation winds its business, and the shareholders file a document terminating the business entity with the Secretary of State.  This has the advantage of finally ending the affairs of the corporation, but can trigger personal liabilities if not done properly.  If you are a Type-A personality, you may choose to go with this option because it just feels neater. It also allows you to be in front of liabilities and wind them up so you can move on with life.

3.  Empty Corporation and Suspension.  When I first began practicing business law, I was surprised to learn that this is a very common practice.  It is essentially the “you can’t get blood from a rock” strategy of corporate wind down.  The company winds up its affairs as best as possible and simply stops conducting business.  Any liabilities that remain exist in theory, but are noncollectable in practice.  Eventually the Secretary of State suspends the corporation for failing to adhere to certain requirements, like paying the franchise tax.  The corporate entity exists, but only in an empty-husk form.  In many cases, this is a real and surprisingly cunning strategy.

So, if you are ever faced with this unpleasant prospect, which should you choose?  That depends on what your books say, what your liabilities are, how much personal skin you have in the game (i.e. personal liability), and what you plan to do next.  The best thing to do is just call your lawyer, who can give you some savvy and realistic advice on how to maneuver through the depressing bone yard of the dead and dying business.  You may be surprised at what you can end up salvaging for your next (hopefully more successful) venture. Contact our business law and real estate law attorneys today for a consultation.