Business Planning and Consulting
Business Formation and Development
Common Business Entities Include:
- Limited Liability Companies (LLCs)
- Partnerships (General Partnerships, Limited Partnerships, and Limited Liability Partnerships)
- Corporations (C-Corps and S-Corps)
- Not-for-Profits 501(c)(3)
- Sole Proprietorships (doing business as, or “DBA”)
- Joint Ventures and Strategic Partnerships
- Delaware LLCs and Corporations
- Wyoming LLCs and Trusts (the “Wyoming Cowboy Cocktail”)
- Business Trusts
The Team at Dom Law has guided countless start-ups, entrepreneurs, small business owners, and investors through the seemingly daunting task of:
- Conducting due diligence for the intended name of the business, trademarks and branding, and domain and social media handles.
- Selecting the correct business entity (something that most non-lawyers cannot do by simply purchasing a “form” online).
- Preparing and filing the necessary documents to give the business its legal existence, including filing articles with the state, designating a registered agent, and obtaining a certificate of status, and the business’s EIN number for business banking and loan purposes.
- Electing S-Corp status.
- Protecting the business, its members, and shareholders by preparing agreements that govern how the business will operate.
- Securing financing through private placement offerings, SBA lending, and venture capital funding.
- Establishing general corporate governance and regulatory compliance and oversight.
Things to consider when starting a business that the Team at Dom Law has experience handling include:
- Should I keep the members separate from the management by electing to form a manager-managed LLC?
- Am I seeking anonymity and additional protection for owners, shareholders, and investors?
- What is my exit strategy?
- Does franchising make sense?
- Should I seek pass-through taxation?
- How can I preserve founder interest through a properly drafted buy-sell-agreement that prevents dilution of interest?
- What is the preferred way to resolve disputes and determining alternate avenues of dispute resolution, before the dispute even occurs?
- How do we protect the business through the use of restrictive covenant agreements including confidentiality, non-disclosure, non-compete, and non-solicitation agreements, what is also known as a Trade Secret Protection Program?
eCommerce, or Electronic Commerce, refers to the buying and selling of goods or services on the internet, whether through the use of websites, applications, or hosted services and social media. To many, eCommerce will be a disruptive technology as it continues to replace brick-and-mortar retail and hospitality establishments with digital access through smartphones, tablets, computers, and similar devices. To others, however, eCommerce will be an invaluable tool for any small business seeking to establish a wider market presence and more diversified customer base.
Because eCommerce occurs in the digital and online worlds, many business owners fail to realize that the legal protections available in the physical world can – and should - exist in the digital one too. Protections most small business owners are familiar with, such as well-drafted contracts, insurance, and asset protection, can be “digitized” to provide the small business owner with the same degree of protection in eCommerce as is routinely available in actual commerce. As the times change and the marketplace rapidly evolves, so too must the legal protections offered to small business owners.
- Mitigate potential liability for the website owner consequent to owning the website;
- Ensure proper protection of certain intellectual property assets contained on the website; and
- Prohibit uses of the website that are illegal or could be harmful to others.
- Limiting certain provisions to certain pages within the website;
- eCommerce-specific provisions geared towards certain industries and activities which may be subject to specific laws, create a host of liability concerns unique to the website owner; and
Does your website already have this set-in place? When visitors explore your site, are they aware of why they might be asked to provide personal and service information (such as name, date of birth, and IP addresses)? Do you explain to users of your website how you, as the website owner, store user’s information?
- How your website collects data;
- Why it collects the data it collects and how it can be used;
- How and where that data is stored and secured; and
- The ultimate disclosure of such data, including any information derived from it.
Common examples of contracts and legal agreements that Dom Law is experienced in drafting, reviewing, negotiating, and implementing include:
- Nondisclosure and Confidentiality Agreements (“NDAs”)
- Consulting or Independent Contractor Agreements with requisite Scope of Engagement or Scope of Work (“SOW”)
- Executive or Term Employment Agreements with Restrictive Covenants of Confidentiality, Non-Competition, and Non-Solicitation
- Intellectual Property Licensing Agreements
- Asset Acquisition Agreements
- Employee Offer Letters and Short Form Employment Agreements
- Release of Liability and Assumption of Risk Agreements
- Purchaser and Supplier Agreements
- Purchase Agreements
- Commercial Lease Agreements
- Private Placement Memorandum and Subscription Agreements
- Equity Incentive Plan Documents and Award Agreements, including Stock Options and Restricted Unit Awards
- Joint Venture (“JV”) and Strategic Partnership Agreements
- Franchise Agreements
- Promissory Notes and Loan Agreements
- UCC Financing Forms and Bills of Sale