Jones and Watkins, LLC can help you in many of your business needs — from new start-up companies to existing businesses in need of legal representation.
A common issue that arises when starting a new business is deciding whether to form an entity to own and operate the business, and choosing the type of entity. We can help you in the formation of a new entity, such as a limited liability company or a corporation. This is an important decision that can impact your personal liability as well as tax issues. When possible, we prefer to work with your accountant and other advisors to make sure that everyone is working toward the same goal — to meet the needs of you and your business in the most efficient, productive manner.
Business owners — especially those who have business partners — should always consider what would happen if an owner died, became disabled, divorced from his or her spouse, went through bankruptcy, or simply decided he or she wanted to quit the business. For example, let’s assume you have a successful business, which is split 50-50 between you and your business partner. What would happen if your partner unexpectedly died? What would happen to his share of the company? Would it pass on to his heirs? That could be a less that desirable situation for you because you may not want to split ownership with a bunch of strangers. Would you be able to buyout his share? If so, how would you determine the purchase price? Would you have to come up with the full amount of the purchase price immediately, or would you be able to pay for it over time? These are just a few examples of the issues that can arise and lead to a dispute. However, with a properly drafted Buy-Sell Agreement, the business owners can agree in advance about how to deal with these issues.
BUSINESS SUCCESSION PLANNING
Do you have a family business and want to make sure that you can smoothly transition ownership to your children (or at least those who are interested in continuing the business)? Sometimes it’s not as simple as merely handing the keys over to them. Changing the ownership and control of your business can have all kinds of negative implications if not done correctly. Depending on the value of the business, simply giving your kids your share of the business outright can trigger gift or estate taxes. Perhaps you would prefer to change ownership gradually, thus helping to avoid gift tax issues, and also allowing you to retain control of the business until your children are ready to take over. Or maybe you don’t want to just give it away, but would rather structure it in a way that would provide you with some retirement cash flow. Whatever the case is, we can help you come up with a plan that meets your goals.
REGISTERED AGENT SERVICES
Every entity registered in Missouri must have a registered agent whose name and address are on record with the Missouri Secretary of State. The registered agent’s primary purpose is to serve as the party who can accept service of process on behalf of the LLC (or other entity). For an annual fee, we can serve as the registered agent for your business. There are several benefits to this. First, if you serve as your own registered agent, your name and address will be listed on your business’s Articles of Organization (or other similar filing), which is accessible to anyone through a simple search from the Missouri Secretary of State’s website. So if maintaining privacy is a priority for you, then you probably do not want to be the registered agent. Second, if someone sues your business and you are the registered agent, then there is a good chance that the Sheriff will show up at your place of business to serve you with the lawsuit. Getting sued is bad enough, but getting served by the Sheriff in front of your customers can be embarrassing and harmful to your business.
CONTRACT REVIEWING AND DRAFTING
Virtually all businesses enter into contracts from time to time. Perhaps you hired an employee and need an Employment Agreement. Or maybe you are interested in leasing some space in an office building and the landlord has presented you with a lengthy Lease Agreement and you have questions about some of the terms. Or maybe your business needs some financing and you need help drafting the documents. We can help you with your contract needs — whether it involves drafting, negotiating, or simply reviewing a contract.
Most businesses have to register for one or more licenses to operate legally. It seems like every government body wants to make you jump through a few hoops and, of course, pay them a fee for your troubles. For example, you may need a local or county business license or you may need to register your business with the Missouri Department of Revenue to collect sales tax. For a true lesson in governmental bureaucracy, try to get a liquor license, which can require multiple, annual licenses at city, county, and state levels. We can help you navigate through all that red tape, so you can focus on your business.
For more information on how we can help your business, contact us at (573) 234-1130.