Should you get an Operating Agreement?


What is an Operating Agreement?  An Operating Agreement is the contract between the owners of a Limited Liability Company that controls how the company conducts business.

Do you REALLY need an Operating Agreement?   Yes you do!

In a limited liability company (LLC), the members of the LLC are the owners of the business.  If you have more than one member or owner, you absolutely need to have an Operating Agreement for your business.   No matter what size your business may be or how many members it may have, everyone, including the business is best served by having an Operating Agreement for the company.

An Operating Agreement sets out how the members would like to treat their ownership interest in the event of certain occurrences to the company or the members themselves.  These occurrences may include disability, divorce, death, the sale of the company, or the dissolution of the company.  An experienced Atlanta lawyer can draft an operating agreement that will help the business owners to develop a plan to handle circumstances as these and many more.

An operating agreement may contain a wide variety of provisions that set out the management of the company and the specific situations that require agreement of the owners.  The operating agreement can set out each manager’s and member’s rights and responsibilities to the company as well as to each other.

One of the most important goals of an operating agreement is to set out a system to resolve disputes and problems as they arise in the company.  The avoidance of deadlock through a system of dispute resolution set out in the operating agreement can help a company get through difficult times in the business.

The Collins Firm can provide an Atlanta, Georgia based attorney who will work with business owners to determine the best structure and provisions that will meet the needs of the company and the owners.

Atlanta business law attorney Matthew P. Collins, Esq., has almost 20 years of experience assisting businesses ranging from large, well-established companies to small start-up operations.  Mr. Collins has the skill, experience and knowledge to help you move your business grow and succeed.  For a complimentary consultation, call The Collins Firm at 404-214-6070 or email us today.

Atlanta Trademark Attorney Ready to Serve…

Two of the biggest mistakes that a start-up or small business makes are failing to protect its name and/or logo and failing to research whether its name or logo infringes a trademark belonging to someone else.

The first mistake, the failure to protect your name and logo can damage the business’s brand equity.  Any business can benefit from having their corporate logo and name trademarked through the US Patent and Trademark Office.

Of course, failing to research whether a business name or logo is already in use could lead to a lawsuit.  Legal action can be costly and time consuming yet can be easily through good legal counsel. An experienced lawyer can help your business research your company name and logo and file a trademark application on your behalf.

Fortunately, business owners can avoid both of these mistakes with the assistance of an Atlanta, Georgia based trademark.  The cost to retain an experienced trademark attorney is modest, yet the benefits and protections can be substantial.

An Atlanta, Georgia trademark attorney from The Collins Firm can help business owners protect their intellectual property, corporate name, and logo through filing the appropriate trademark application with the United States Patent and Trademark Office (USPTO).

Atlanta business law attorney Matthew P. Collins, has almost twenty years of experience assisting businesses ranging from large, well-established companies to small start-up operations.  Mr. Collins has the expertise and knowledge to help you grow your business through the provision of a wide variety of legal services ideal for business operating in Georgia.  For a free consultation, call us today at 404-214-6070 or email us now.

Asset Purchase/Stock Purchase Agreements

When a business seeks to buy the shares or assets of another business, both sides need an experienced business law attorney.  Both businesses benefit from skilled legal representation so whether you want to buy a business or sell a business, keep reading this article.

Why should you hire a good Atlanta business law attorney to help you get a good agreement?  A thorough and detailed contract is essential to give both sides the benefit of the transaction. Every business sale or purchase should lead to a solid benefit for both parties involved.  The absence of a mutual benefit is a sure ticket to expensive and time consuming litigation.  The Collins Firm can provide knowledgeable and effective business law representation to help you get the benefit of your contract.

Stock Purchase Versus Asset Purchase Agreements

Which should you choose?  Stock purchase or asset purchase?  The answer varies and changes with every situation.  This decision by itself is reason enough to call The Collins Firm to help you with your business agreement.

Part of the decision rests on the question of whether or not all of the business assets are being sold or just some of the business assets.  Another consideration is whether any debts or liabilities are also part of the deal.  These are just two considerations that can help you decide which type of deal to make.

Protecting Your Interests in Business Deals

Regardless of whether you are buying or selling, you need an experienced attorney to help protect your interests in the business deal.  When a business or corporation sells stock or acquires assets, they may also acquire debts or liabilities.  The proper handling of debts and liabilities is critical to the success of the business deal.

Whether you are a business buyer or a seller, The Collins Firm can help you be sure that your best interests are protected from beginning to end of the transaction. The Collins Firm is skilled at helping in asset acquisitions, stock sales, and can help you regardless of which side your company is participating.  We will review and prepare contracts for you and can help provide you the due diligence necessary to make the most of any deal. .

Business agreements include:

  • Asset Sales Agreements
  • Stock Sales Agreements
  • Stockholder/shareholder agreements
  • Partnership interests
  • Real estate leases and purchases
  • Business property/equipment

We can also assist with drafting any offers, letters of intent or purchase agreements. In addition to representing you, your business or corporation during the transaction, we are skilled business negotiators who can render vital assistance in drafting and structuring your asset purchase agreement.

Contact Us for Georgia Business Acquisition Lawyers

Call or email the Atlanta, Georgia based The Collins Firm, to talk about your business needs.  The Collins Firm has extensive experience in representing businesses and corporations in asset purchase agreement transactions as well as stock purchase and sales agreements. We represent corporate and business clients in the Atlanta metro area, as well as across the state of Georgia and throughout the world.

Contact The Collins Firm today!

Thinking about Selling your business?

Selling a Business

Before the time comes for a business owner to sell a business, consider talking to an Atlanta business selling attorney to prepare your business for sale.  Not only should you consult an Atlanta business selling attorney to help you prepare your business for sale, but to assist in every stage of the business sales process.

A good business selling attorney can help you and your business through the following steps:

  • Negotiation strategy and preparation;
  • Letter of intent;
  • Nondisclosure Agreement;
  • Business Sales Contract;
  • Promissory Note.

Selling your business requires careful planning and preparation in order to maximize the value of your business and to get the absolute most money selling the business.  A well-organized business with all of its legal and financial records in order will be more attractive to a purchaser and will command a higher price in the sales market place.  An Atlanta business selling attorney can help you get your business ready to sell and ensure that the final deal is one that helps you reach your goals.

When a business owner chooses the assistance of The Collins Firm in the sale of his or her business, Mr. Collins, who is an Atlanta contract attorney will work with you to negotiate the best possible deal and create an agreement that will get you the most money possible for your business.

The Collins Firm has many years of experience as an Atlanta business law attorney assisting businesses ranging from large, well-established companies to small start-up operations.  Mr. Collins has the expertise and knowledge to help you move your business forward.  For a complimentary consultation with an Atlanta business lawyer, contact The Collins Firm at 404-214-6070.

 

 

Leases, Leases, Leases…All you need to know!

All you need to know about leases?  That’s easy, don’t sign ANYTHING until your lawyer looks it over for you….that makes for a really short article, but it’s really true.  There are two types of leases:  real estate and business leases.

  1. Real Estate Leases.

For real estate, you are signing a lease for commercial property for your business.  This lease can be for retail, office, industrial, warehouse or any myriad of other business needs that you may have.  One thing all leases have in common, though, is that all leases are an obligation that the company will face for years to come.

Remember, when you sign a real estate lease, you are committing your company via contract to pay a sum of money every month for a wide variety of different terms.  A key consideration is that almost all leases are negotiable.  This means that you may be able to get better terms than what you see on the initial lease proposal from the landlord.  Should you accept the landlord’s first offer?  The answer is almost always NO!  You can get better terms and sometimes far better terms by just asking for changes to the lease.  This is why The Collins Firm should be your partner in negotiating important lease agreements and contracts before you sign them.  Once you sign the contracts, you are obligated and there’s almost no chance of gaining concessions in the future.

The Collins Firm has years of experience negotiating real estate leases and agreements with contracts and can advise you on issues that most likely can be negotiated and can help you develop strategies that will often save you money for years.  This is one of the few times when hiring a lawyer can save you money.  Before you sign any commercial real estate lease, you owe it to your long term success to consult The Collins Firm to see how we can help you get the most from your lease negotiations.

  1. Commercial Leases

The second type of lease is the commercial lease which can be for equipment, software, or any of a wide variety of other products and services outside of real estate.

Commercial leases come in a wide variety of types, terms and styles.  These contracts are often negotiable just like real estate leases.  While it is not always possible to negotiate terms in a commercial lease, you need to know what you’re getting into before you sign.

Just as is the case with real estate leases, you may gain tremendous benefit from having your commercial lease reviewed by The Collins Firm before you sign.  Even though you may not be able to negotiate as much on a commercial lease as you can on a real estate lease, you have nothing to lose by at least trying to negotiate key terms.  Before you can do anything, you need to know what the key issues you and where they arise in the contract.  Many times, the most onerous terms of a contract may be hidden in the small print, so you need a good lawyer to translate the legal jargon to real words that you can understand and negotiate.

What can The Collins Firm do for you?  The Collins Firm can help you identify provisions worthy of further review and negotiation and will provide you with a clear and concise summary of how your company is being obligated going forward. Contact The Collins Firm today to learn how The Collins Firm can help you with your next lease.

Incorporation Considerations…

The Collins Firm can help you start your business through the selection of the proper business form.

Whether you should set up an LLC, partnership, S Corporation or C Corporation, we can help you with the decision process.  We are proud to help individuals and businesses choose the best business form that meets your needs and circumstances.   Through careful analysis 0f your goals, ownership situation, business plan, tax matters and other considerations, we’ll work with you to discern the best corporate form for your business.

One important consideration that you must take into account in any corporate formation analysis concerns tax issues.   The Collins Firm has extensive experience in setting up corporations and will ask you the important questions needed to plan for the proper handling of tax issues.  Tax considerations are often determinative of the proper business form and at a minimum will  greatly influence the business form you need to utilize for your new business.

The Collins Firm will also prepare all the documents you’ll need not only to open your business but will get you everything you need to open your bank accounts.  We also help you get your Tax Identification Number so you can start business right away.  The Collins Firm can get you a full turn key corporate solution within just a few business days.

We will customize your business form to meet your needs and the needs of the business you want to start.   Contact the Collins Firm today to get started!!

If you don’t have a website…It’s time to get one!

The business world of business now requires you to build and operate at least some internet presence.  The internet is now a far more powerful business generation tool than the Yellow Pages or any other medium for generating customers.  You need to take advantage of the power of the internet and The Collins Firm has the experience to help your business navigate the legal waters of ecommerce.

In order to build your web presence, you’ll need some key documents and forms that The Collins Firm can help you identify and refine.  Here is a short analysis of the documents you need to get your business off the ground:

1.  Privacy Policy – Because the internet is truly forever, you need to assure visitors to your site that you have a privacy policy and that you respect visitor and customer privacy.  Every company treats customer information differently so the Privacy Policy must be custom tailored to meet the specific needs of your business.

2. Terms and Conditions – The Terms and Conditions document is an important part of your business website as it specifies the way that you do business and the obligations your company is willing to take on in order to operate a business arrangement.  The Terms document must be custom tailored to meet the needs of your business and specific operations, so you’ll need to work with an attorney like The Collins Firm to make sure the Terms page meets your needs.

3.  Acceptable Use Policy – The Acceptable Use Policy is another document that is vital for a service based business with an internet presence.  This document sets the standards for what a customer may or may not do with the service that is being sold and as the name implies, outlines acceptable uses of the service.

The Collins Firm has years of experience assisting companies build and grow their internet based businesses and developing the kinds of forms and documents that will help you get the most from the potential of internet business.

For more information or call for a free telephone consultation at 404-214-6070 or email The Collins Firm for more information!

 

COLLECTIONS – THE KEY TO MAINTING REVENUE

Sales are useless if you don’t collect the money so you to ramp up your collections efforts so that you get the benefit of all of your hard earned sales.  The Collins Firm can help you build and develop a cash collection system offering flexibility to avoid making customers angry as well as firmness to ensure collection.

The key to an effective collections system is to lay out expectations at the beginning of your business relationship. This means that your contracts and invoices should all state clearly when money is due and the ramifications for failure to meet the payment requirements. I recommend adding late fee and interest provisions to any standard contract.  Whether to add this information to your invoice as well is another question that requires further consideration.

The next step in the collections process is internal notification systems for your staff to use to monitor outstanding money and contact customers to collect this money.  The Collins Firm can help you build and develop an internal process that is highly effective in collecting accounts receivables.

If your internal collections efforts still do not get the results that you seek, then it’s time to get legal assistance.  The Collins Firm helps many businesses with collections efforts and has developed a proprietary process that is the most efficient and effective way to collect from business debtors.  With a choice of billing options as either contingent or hourly billing, The Collins Firm can help you collect your toughest accounts.

Call for a free telephone consultation at 404-214-6070 or email The Collins Firm for more information today!

Georgia’s New Employment Law…What you need to know

In 2011, Georgia established a new law governing and managing employee agreements.  In this blog post, I’m going to talk a little about employment law prior to the new code, employment law after the new code and what you need to do to protect your business.  Check back here for new articles on non-compete provisions and non-solicitation provisions as they relate to employment law as well.

This new law is actually the first time that employment agreements have ever been a part of the written Georgia Code.  In the links section, you’ll find a link to the Georgia Code which lists all of the statutes and laws in the state of Georgia.

What you won’t find online, though, is the case law that forms Georgia’s common law.  Until this year, employment agreements were governed by a patch work of case decisions by the Georgia Supreme Court, Georgia Court of Appeals and the local Federal courts.  To say the least, this created a situation that made it impossible to use an employment agreement with certainty about interpretation and outcome in the event of a court challenge.

Employment law has always been governed by general contract law, which actually originated in the old English common law.  This common law is based on centuries of contract disputes throughout the English court system.  Most of these English decisions were adopted by the early US Courts and thus became a part of our common law as well.

The law regarding employee agreements in general and non-compete and non-soliciation agreement have changed dramatically.  In many ways, the new statutory regiment if far more advantageous to business owners and managers than the old common law standards and you owe it to yourself to explore how these new standards can help your business.

All employment agreements currently in place are still going to be governed by the common law and are NOT going to be judged by the new statutory provisions.  In order to protect your business, you need have your employment agreements reviewed.  In many situations, you may be better served by developing and using new employment agreements for your key personnel, sales people, customer support people and technical support people.  Basically, anyone who has access to and contact with customers, processes, systems, and intellectual property should sign some kind of employment agreement.

Please contact The Collins Firm today for a free consultation about updating your employment agreements.  Stay tuned for additional posts about employment agreements in this series.

Quality Forms and Contracts Help You Succeed!

What kind of order forms do you have in place or will you need for your business?  This seems to be an obvious question to most small business owners, but is it really?   The purpose of this article is to help you identify potential forms and legal documents that you’ll need to protect and operate your business; all services are available through The Collins Firm.

Whether you offer a product or service plays a major part in the form choice and the type of documents you need. Here are just a few considerations you should keep in mind when thinking about your order forms and other legal documents you’ll need to safely and securely operate your business:

1.  Product Orders – If you sell tangible products and it’s a one-time sale, then you will need a sales order form that includes information such as quantity, product description, payment terms, return restrictions, warranty and much more.  You need quality legal help to build and design an agreement for any product and meeting the needs of your business with an emphasis on compact but effective order forms.

2.  Service Agreements – If you sell a service or intangible product, then you will need a service agreement spelling out information such as term, service descriptions, warranty, delivery method of the service, payment options and much more.  A service agreement tends to be much more extensive than a compact product order form so plan to spend more time mapping out the processes that need to be covered in your standard service agreement.

3.  Internet Agreements – If you currently offer or plan to offer products, services or market your business on the internet, then you will need some basic documents and forms to manage and govern the relationship between you and visitors to your website.  These forms include, but are not limited to a privacy policy, terms of use, and acceptable use policy. Check out this article on internet presence.

4.  Software Licensing – If you design or develop software, websites or other technology, then you will need a software or technology license to sell and service your product.  The key component of this type of agreement is the specification of ownership of the product and the extensive use options available to you.

5.  Employment and Consulting Agreements –Nothing is more important than the people you have helping you build and grown your business.  Since these people are exposed to your business plans, marketing strategies and other important trade secrets, you need detailed agreement to outline and govern the rights and obligations between your company and these important people.  Whether you hire people as employees or consultants, then you need solid agreements to govern the rights and responsibilities of your relationship.

6. Intellectual Property Agreements – Depending on your company and how you operate, intellectual property can mean anything from development and protection of trademarks and trade names to patents, processes and other materials and trade secrets you may make available to third parties.

As you can see there are a vast array of forms and agreements you may need just to get your business started. However, the investment you make in your operations early, will pay off in the long term as your business grows and develops.  The Collins Firm is experienced in building and developing the forms and contracts you need to make your business successful.