BUSINESS LAW SERVICES
The Home of “The Biz Law Lady”
We work with individuals, business owners, and/or entities and provide legal services on concerning all areas of business and tax law, including entity formation (and entity completion for incomplete do-it-yourself formations),review or drafting of contracts including commercial leases and employment agreements, contracts protecting your business’s confidential information and customer lists, non-compete/non-solicitation agreements, financing packages, business succession planning, sale or purchase of a going business, and intellectual property matters such as creation of value through trademark, copyright, licensing and trade secret matters.
As a small firm, we want to build a relationship with you and focus on providing each client and business with individual attention. I approach our discussions with an understanding of the sensitive nature of the issues. I try to get to know you and your business while giving you practical information and a full discussion of your choices.
***When starting or purchasing a business, many people hold off acting, not being sure what to do, what form to set up your business in. However, as George Patton said, “A good plan today is better that a perfect plan tomorrow.” Take that first step!
What is really important is to get something in place now …. to provide you with peace of mind and your family with protection.
We provide services in all areas of business and corporate law. The services routinely provided are listed below. A fuller discussion of each follows.
- BUSINESS ENTITY FORMATION (Corporation, LLC, PLLC, Not For Profits)
- S ELECTION PLANNING
- EMPLOYMENT AND INDEPENDENT CONTRACTOR AGREEMENTS
- CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENTS / NON-COMPETITION AND NON-SOLICITATION AGREEMENTS
- CONTRACTS – PREPARATION AND REVIEW
- BUY SELL AGREEMENTS BETWEEN BUSINESS OWNERS
- PURCHASE OR SALE OF AN ESTABLISHED BUSINESS
- COMMERCIAL LEASE REVIEW
- FEDERAL AND STATE TRADEMARK PROTECTION
- COPYRIGHT – PROTECTION OF ORIGINAL WORKS, WORK FOR HIRE
- INTELLECTUAL PROPERTY LICENSING
- SOFTWARE PROTECTION – WEBSITE OWNERSHIP
- BUSINESS OPERATIONAL MATTERS
- TAX PLANNING
- COMMERCIAL- Promissory notes, securitization, UCC filings
- BUSINESS SUCCESION PLANNING OR EMPLOYEE BUY IN
Business Entity Formation/ Fix Incomplete Formations (Corporation, LLC, Not For Profits) –
Clients routinely have uncertainties and questions about the form in which to conduct their business and the process of forming an entity. Further with use of the internet many people attempt to form their own entities, but are not aware of how to complete the job. I am very glad to discuss the pros and cons of different forms, to explain so called “S Corporations”, and to assist clients in the formation process. In today’s “on-line” world, some clients have started a formation on line, but find they need questions answered and explanations provided, to have the formation properly completed in accordance with legal requirements and necessary documents they may not be aware of provided.
S Election – The concept of an S Corporation is a federal tax construct only and has nothing to do with Washington State Law, and today, no longer has to do strictly with corporations! I can describe the uses for the election and assist in making the necessary election in a timely manner.
Employment/Independent Contractor Agreements – If you have an employee or independent contractor, and you do not have an employee handbook or other binding terms, you should certainly consider having an employment or contractor agreement prepared. Doing so helps avoid arguments and misunderstandings about compensation, the scope of the work and the employee’s /contractor’s rights to use confidential information or compete against you when the engagement ends. This agreement would include the terms and at will nature of the engagement, spell out compensation and bonuses, and would be used as a vehicle to cover confidentiality requirements and to impose non-compete or non-solici9taion requirements. One provides the consideration for the other.
Confidentiality and Non-Disclosure Agreements / Non Competition/Non-Solicitation Agreements –
These are a variety of agreements which might be used, alone or in combination, to protect your proprietary and sensitive business information from theft by an employee or independent contractor with access to your computer system. It may also protect you if you train an employee and have them work with your customers.
Contracts – Preparation and Review – The typical business has many contracts it enters into on a regular basis, sales contracts, employment agreements, financing arrangements. People sometimes try to pull a contract off the internet, without understanding the legal implications of provisions in the contract, the terms they need to have included to protect themselves, the terms that can cause trouble for them if included, and what the whole thing means. Assistance with day to day contracts you rely on to protect your business should be drafted or reviewed by an attorney.
Buy/Sell Agreements for Businesses with Multiple Owners – Once your business is up and running and has some value, it is important to provide for buy out and continuity if an owner ides, or if an owner’s interest is transferred voluntarily or by operation of law, either to a creditor or a divorcing spouse. Such an agreement can be critically important … and even save a business if certain adverse, but foreseeable situations materialize (death of an owner, desire of one of the owners to be bought out for whatever reason, involuntary transfer of an owner’s interest to another such as a creditor or disgruntled ex-spouse). Every time I speak on this subject someone will say how having such an agreement “saved their business.”
Purchase or Sale of an Established Business – The purchase and/or sale of an established business should always include the input of an attorney, but is sometimes an area where people attempt, inadvisably, to go it alone. If the other side is represented, you can guarantee your interests are not being protected! There are many things that can go wrong, especially in the purchase of a going business, including tax traps resulting in the buyer’s liability for unpaid state taxes of the seller, improper identification of assets you may actually be buying or selling, liens that might attach to assets, service or personal property rental agreements which might be present and seller liabilities which could be imposed on the buyer. And you cannot trust the Seller, who may or may not even know of the problems! Sellers have to be very careful to properly secure any Promissory Note from the Buyer, receiving a personal guaranty from a buyer who is a corporation or LLC and gives you a Note, what warranties you provide the Buyer, your right to transfer certain assets and to be released from liability by third parties.
Commercial Lease Review – It is always a good idea to have an attorney review a commercial lease with you, to highlight the areas where you might encounter a problem. Do not assume that you cannot change the lease in any way. I often find people do not really understand what the actual monthly cost will be, limitations on their use of the property or on parking. Often small adjustments can be made to the lease, to the additional rent, term, deposit retention, subletting, use limitations, that could make the difference between success or failure of the business.
Federal and State Trademark Protection – We can help you “Make Your Mark” by assisting in establishing and protecting your Trademarks under federal, state or international law. We offer trademark searches, trademark filings, prosecution (processing and completing) your Trademark application, representing you in office action responses, trademark continuation, and cease and desist notices to infringers. We can also provide you with a license agreement to license the use of your registered trademark. This is another area where people are misled into thinking registration is an easy do it yourself project and attempt to handle their own legal matter. We find they often lose the protection they were seeking by not doing a proper trademark search and using a name that infringes someone else’s mark, by not filing the correct information, by not fully or correctly describing the goods or the use in the application, by not providing appropriate samples of use, by failing to effectively respond to office actions, by failing to file the affidavit of continuation of use or failing to timely renew their registration, by not understanding what a trademark is and how to properly use it as a mark. In this branding obsessed world, a trademark is a valuable asset. Use a professional to get it done right.
Copyright – There are many different rights all bound up in the term ”copyright”, including the right to reproduce, perform, and create derivative works. We will help you to protect the various rights attendant on your original works. Registration preserves statutory damages in infringement litigation which is very helpful since damages are often hard to prove. We also will help you with work for hire agreements. If you are hiring someone to produce any copyrightable work for you, including any software, images, written material, music, where you expect to own all the copyright rights, you must have written agreements with the author before the work is produced or you will not secure those rights.
Intellectual Property Licensing and Protective Agreements – We offer preparation or review of Intellectual Property licensing agreements (related to trademarks, patents, copyright protected work, and trade secrets) and confidentiality, nondisclosure, trade secret and development agreements.
Software/ Website Ownership – Software may be considered an original work of authorship protected by copyright laws and if an invention, software can be protected by patent law. If you are developing or using software, it is important to know your rights and respect the rights of others. Website ownership can be a contentious issue for a business owner. When you have your website developed, make sure you have an agreement which gives you the ownership and all copyright rights in the site. More than one business person has gone to move his/her website only to have the website company assert ownership in the site!
Business Routine and non-routine Operational Matters – In today’s world often overlooked are the normal legal operational details of your entity’s existence, including such things as annual meeting minutes (or unanimous Consents in Lieu of meeting) for corporations or limited liability companies, preparation of limited liability company Operating Agreements, annual reports, resolutions authorizing dividend distributions, leases, major purchases, Owner Buy sell Agreements and the like. I can make sure your entity’s records are properly updated.
Tax Planning – There are many actions that can be taken in terms of how you hold your business, gifting, renting property to the business, and how the owners take money from the business which can impact your personal taxes positively or negatively. We are glad to talk alternatives over with you and your accountant, and to document whatever course of action is decided on.
Commercial-Promissory notes – securitization including UCC filings and other commercial issues – Many issues arise regarding the financing of your business and the securitization of any loan, and/or your financing of your customers. It is important to assure you can make the payments on any loan and that the creditor does not impose untenable restrictions on your operation which keep you from being able to operate successfully. If you finance customers, it is important to make sure you are secured and that any needed security filings are made.
Business Succession Planning – This area often combines both the Buy Sell Agreements discussed earlier and a business owner’s estate planning, and is a particular interest of mine. Business succession planning is interesting because it often requires a truly interdisciplinary approach to reach a successful outcome for all parties. Such planning often touches on family, psychological, financial, emotional as well as legal issues. Succession planning might involve planning to transfer the business to younger generation family members, but it might alternatively involve transferring the business over time to one or more unrelated key employees, who buy in over time while they gain the experience to successfully continue the business.
The foregoing is NOT intended to be legal advice to anyone, and you do not have the right to rely on it in making legally significant decisions. Each person’s situation varies. What may seem to be a minor difference in your situation could require you to take a totally different approach. DISCUSS YOUR PERSONAL SITUATION WITH A PROFESSIONAL. Nothing on this website establishes an attorney client relationship between us, which is only formed after we meet and sign an engagement agreement.