Archive for the ‘Business Law’ Category

Do you run a small, closely held corporation, partnership, or limited liability company in Humboldt County, Trinity County, Del Norte County or Mendocino County?

If so, do you have a Buy-Sell Agreement that provides for the transfer of your ownership interest if you die, retire, become disabled, or want to sell your interest in the business?

The purpose of a Buy-Sell Agreement is to provide for an orderly transition of ownership interest on the occurrence of any number of events.  In addition to those events mentioned above, a Buy-Sell Agreement can also be important when an owner files for bankruptcy, loses a required license or is voluntarily or involuntarily terminated from his or her employment in the business.

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In the face of rising credit and debit card use nationwide, the Janssen Law Firm hopes to inform small businesses in Humboldt County and elsewhere to make the best decisions for their growth.   Whether or not to accept plastic forms of payment involves knowing the parameters of what can and cannot be done in compliance with the law and merchant contracts.   Since small businesses have little to no bargaining power in the contracts they must sign to accept cards, they should at least familiarize themselves with the rules (for an illustration of the rising use of credit and debit cards, see  New York Times .

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Lately, much has been written and talked about in the news regarding real property short sales and foreclosures.  Federal and state law have also been changing in an attempt to assist homeowners who find themselves “under water” and burdened with excessive mortgage debt.  When faced with a foreclosure, a homeowner has various options and may be assisted by advice from an attorney.

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If you want an agreement to be enforceable, get it in writing.  Of course, coming from an attorney, you probably expect that advice.  However this little pearl of wisdom would not be repeated so often if it weren’t useful.  Legally, promises or agreements that you exchange with another are classified as contracts and certain types of contracts can be unenforceable if they are not in writing.  This principle is known as the Statute of Frauds and prevents one from simply inventing agreements or terms that were never actually agreed upon.  Sterling v. Taylor, 40 Cal. 4th 757, 766 (2007).  An alleged breaching party can invoke the Statute of Frauds as a defense to enforcement.  See 1 Witkin Sum. Cal. Law Contracts § 342.

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If you are an entrepreneur who wishes to start up a business in Humboldt County, one of the first questions you will face is what form of business organization should you choose for your business endeavor:

Traditionally, there have been three major forms used to structure a business enterprise:

1)  the sole proprietorship;

2)  the partnership, including the limited partnership; and

3)  the corporation.

Recently, two other business forms have come into widespread use – the limited liability company and the limited liability partnership.

In choosing among these business forms, there are a number of  factors which the entrepreneur should consider.   Three of the most important factors are:

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It is easy to start a business, but how do you get out?

If you are opening a business in Humboldt County, or are current a Humboldt County business owner, your right or ability to transfer your ownership interest is a matter that you need to carefully consider.

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