Throughout your business transactions, we will assist our clients in choosing the type of entity that is right for them. We work closely with the client’s accountant and other advisors. It is important that not only are legal issues addressed, but we also make sure that tax consequences are reviewed and that the client has received competent counsel from their accountant.
Limited Liability Companies The set up and organization of your Limited Liability Company does not only include the filing of Articles of Organization, but even in the case of a sole member company, we draft the appropriate Operating Declaration or Agreement so that as you move forward with your business you have everything required by your lender or needed to outline the business deal between you and your partners.
Operating Agreements Drafting an Operating Agreement before the business commences is the best way to make sure that the agreement between the partners is outlined. The Operating Agreement is a private agreement between the parties on how they wish to conduct the business arrangement. When things start to deteriorate between partners, most times it is too late to come to an agreement on how to proceed. Having a well drafted document allows the members to conduct business as planned and will include language on how the business is to unwind in the event of death, disability or disagreement between members.
Corporations When you decide to incorporate your business we will assist with the paperwork from start to finish, whether it is a C Corp or Subchapter S. We will file the appropriate documents with the Secretary of State, draft Bylaws as well as all other legal documents needed for proper incorporation. We will help you maintain your Corporate Kit as needed and assist with drafting Special Minutes or Annual Minutes as needed or we will set you up so that you can proceed on your own throughout the years to come.
Shareholder Agreements A Shareholder Agreement outlines how the shareholders in a corporation will operate their business arrangement. It will outline how profits are shared, who is responsible for what part of the business operation and what will happen in the event of a disagreement, disability or death of a shareholder.
Dissolution of Entity When your business comes to an end it is proper to file the appropriate documents with the Secretary of State and wind down your business. We will draft and file the appropriate documents so that the company does not linger on past the business termination date.
Transfer of Stock and Membership Interests Not all companies continue on as they were initially intended and at times there are shareholders or members that transfer or sell their interest in the company to a current member, shareholder or outside person or company. It is important that these transfers are documented properly with the appropriate paperwork so that funds and liability among other items are addressed.
Partnership Agreements Similar to Operating Agreements or Shareholder Agreements, when individuals or companies enter into a Partnership Agreement it is the document that outlines how the business is to be handled between the partners. It is important to outline the agreement at the start of a new venture and to make sure even the matters that you haven’t considered on your own are addressed by a solid agreement.
Buy Sell Agreements A Buy Sell Agreement is an important part of any Shareholder Agreement, Partnership Agreement or Operating Agreement. It can also be an independent document that outlines what happens when a partner wants to leave the business or when a group wants one of the partners to leave the business. When this document is drafted it outlines the process from top to bottom including how the buyout will be funded and over what term, so that as disagreements or issues arise the partners can refer to this agreement for assistance o how to make the transfer.
Powers of Attorney Between business partners it is sometimes necessary that one has the ability to sign documents or act in a legal capacity for another partner. In that case a Power of Attorney will be necessary. The Power of Attorney can be specific or general. It can limit the scope of what one person can do for another or it can allow one to act completely on behalf of the other.
Registered Agent for Georgia and Foreign Companies Companies that are registered out of the State of Georgia need a Registered Agent in the State of Georgia. Lisa Shippel Law will act as registered agent for foreign companies for a nominal annual fee. Also there are instances where Georgia companies would prefer that their Registered Agent be an independent party at a location other than their corporate office. In that case the firm can also act as Registered Agent for the nominal annual fee. As part of this service we make sure that your annual dues are paid and that all required documentation is filed in a timely manner.
Purchase and Sale of Existing Business From start to finish we can counsel the client on what is customary and what is necessary in a Purchase or Sale of a business. We represent buyer and sellers as well as close loans for funding of the acquisition of businesses. Since we also handle real estate transactions, we can assist with transfers of property as well as review of current or new leases, which are a part of the business transfer.