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Whether you are looking to form a new entity for a new or exisiting
business venture, looking at selling or buying a business or simply looking for answers to your ongoing business issues Nash
& Lodge can help you. Owning a business can be extremely stressful, especially in tough economic times. Many times
we can take the stress out of your life by being able to be a part of a professional team that can help you avoid problems
or to eliminate or minimize there impact when they arise. Below we have listed the services that we offer to our clients along with a brief description.
Why You Need a Business Entity
Protecting your personal assets is one of many good reasons for you to run your business through a corporation
(SubChapter-S corporation, C-Corp or Non-Profit) or as a Limited Liability Company (LLC). Even if you have formed a corporation or LLC just filing Articles of Incorporation or Articles of Organization
with the Secretary of State’s office does not provide you with the protection that you need. In order to have a valid
and effective business entity you need to do the following:
• Draft by-laws,
subscription agreements, buy-sell agreements, minutes and resolutions
•Update
your records to make sure they are an accurate reflection of the will of the owners of the corporation or company
• Conduct corporate meetings, take minutes and record resolutions
•
Conduct an annual shareholders meeting and register your company each year
•
You should only sign documents on behalf of the corporation that clearly set out that you are signing on behalf of the company
as an officer of the company If you are running a business or buying a commercial property
you should strongly consider forming a business entity. At Nash & Lodge we can work with you and your accountant/CPA
to form the entity that will best protect you, often at a flat rate. Take a look below at the different types of business
entities.
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Just getting a business up and going takes a lot of effort but in
order to run effectively you must navigate many obstacles along the way. The following are issues that businesses commonly
face: - Employee discipline or termination;
It is tough enough to run a successful
business without getting bogged down in the numerous legal hurdles that come your way. Nash & Lodge can help you
avoid those obstacles and will help you navigate through them when they are unavoidable. Like you, we are a small business
that has to face the numerous issues that all small businesses have to face from time to time and also realize that the support
we need has to be affordable. If you have a business need, do not hesitate to contact us and we will help you avoid issues, deal with the ones that are unavoidable at a reasonable rate (we will often provide
you with a flat fee option).
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Buying or selling a business is a significant event that can present
financial, tax and legal issues. Issues to be address and issues to be avoided. The mark of a good business sale
is not the happy faces at the end of the closing but the happy faces five years down the road. While there are numerous
problems that can spring up before closing, the worst problems are those that appear after the closing because those are often
resolved through litigation. The lawyers at Nash &
Lodge will work with you and your other professional advisors to structure and process the transaction in a way that best
protects your short term and long term interests. While we are not financial planners, commercial real estate agents
or tax accountants, we work with them on a daily basis and would be happy to work with you "team" of professionals.
If you don't have a needed professional, we can also provide you with some referrals to professionals that we have worked
with in the past. In the normal commercial transaction, the
following questions must be asked: - Are you buying/selling a business and real
estate or just the business?
- Are you buying/selling the assets of the business or the business itself?et
Once you determine what you are
actually buying, you must then determine how the transaction will be financed: - Is it a cash deal or is it contingent on financing?
- If financing is necessary is the seller providing any of the financing?
What are the business terms of
the deal: - The earnest money to be paid
upon the signing of the purchase agreement;
- The cash paid at closing;
- How the price will be allocated between the assets being sold;
- When is the transaction to be
closed.
Is the deal contingent on certain facts: - On various inspections of the property and/or business
- On financing
- On a review of the tax returns
and financial statements of the business
- On title work
- On review of contracts and/or leases relating to the business
Typical issues: - Determination of value of inventory
- Determination of value
of assets
- Determining how to allocate the purchase price for tax purposes
- If a lease is involved,
whether the buyer can be assigned the tenants interest
- Will the seller be released from personal guarantees
- Is there financing on
any of the assets that have to be dealt with
- What contracts are outstanding? Can they be terminated?
- How to deal with current
employees.
- Non-compete agreements
- Consultation agreements
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We are proud members of a number of different business organizations. These organizations are important resources
for all businesses and the community at large. We strongly recommend that all business owners join the various business
organizations to become better informed, to network and to provide community service. The following are some of the
business organizations we are members of.
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Many times the fear of the unknown is worse than what actually happens but the fear is there non-the-less. One of
the biggest fears of hiring a lawyer is,"What is this going to cost?" Everyone has heard stories of outrageous
legal fees or have been involved in a legal situation where the bill ended up much higher than anticipated so there is a basis
for that fear. To help eliminate that fear and to better allow you to budget your legal costs, we try to provide our
clients with alternate billing options to the traditional hourly basis. While we believe that our hourly rates
are fair and we strive to provide our clients with quality legal services at a reasonable cost no matter what billing method
you choose, we know that many of our clients prefer to have more certainty in their legal costs so we often will provide you
with a flat fee or unit billing option. A flat fee option is a flat fee for a particular legal service. If more
time is put into providing that service than the flat fee, the client comes out ahead. If less time is put into providing
that particular legal service, the law firm comes out ahead. In either case, the client knows what the cost is when
they hire us. There are limitations to the flat fee billing option. The flat fee is for a specific legal service.
If a situation arises that is not expected or within the "norm" for that legal service there will be an extra
cost. While this is rare, it happens on an occasion. The other factor that can vary are the out-of-pocket expenses.
We do not have control over the out-of-pocket costs that are associated with a particular legal service so those expenses
are added to the flat fee legal service fee. When we are aware of specific out-of-pocket fees we will disclose them
to you; however, certain fees are impossible to predict that they will be necessary and/or the exact amount of the cost. Unit
billing is slightly different than a flat fee cost. In a case where the legal service is to variable to be able to predict
a fair flat fee for the entire service, we can often break the over-all case into segments with flat fees associated with
each segment. You pay for the segments that are needed or wanted in your case, and you avoid the fees for the segments
that are not required or that you chose not to go forward with. Litigation or dispute oriented legal cases often use
unit billing since it is impossible to accurately predict the exact course of the case. We cannot always able
to provide you a flat fee or unit billing option, in most cases we can. We will also always be willing to bill with
a traditional hourly billing method. Please feel free to discuss billing with your attorney so you can make the choice
that is best for you.
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