Memphis Corporate And Business Law Attorneys
The experienced business law attorneys at Dowden, Worley, Jewell & Olswing, PLLC, can advise you on the simplest to the most complex business law issues. Businesses of any size can benefit from the services of an experienced business and corporate attorney, as they can protect your personal assets and help you limit your personal liability when you own a business. Whether you seek to establish a business or become involved in business litigation, our firm can guide you through your case.
Honest And Experienced Legal Professionals In The Memphis Metropolitan Area
Our attorneys have years of experience handling the following types of situations for clients:
- Various business formations (e.g., partnerships, corporations, limited liability companies)
- Simple and complex contract negotiations
- Dissolution of various business entities
- Banking transactions and disputes
- Business litigation in state and federal court
- Business consulting
- Shareholder disputes
- Contract disputes and breaches
- Commercial litigation
- Security interests and liens
- Landlord/tenant disputes
- Leases buy/sell agreements
Schedule a consultation with Dowden, Worley, Jewell & Olswing, PLLC, online or at 901-755-8075 today to speak with an experienced professional for honest and intelligent business advice.
Business Formation Processes
Many states have specific rules for forming a business, such as an LLC or a corporation. The steps to forming a legally valid LLC are the following:
- Choose a name for the LLC
- Appoint a registered agent
- File articles of organization
- Prepare an operating agreement
- Comply with tax and regulatory requirements
- File relevant annual reports
Typically, the Articles of Organization should include:
- The LLC’s name
- A name consent if the LLC’s name is similar to an existing name in Tennessee
- An additional designation for the names of certain types of LLCs, such as professional LLCs, series LLC, banks, etc.
- The name and address of the LLC’s registered agent
- The end month of the LLC’s fiscal year (usually December)
- The effective date of the articles
- Whether the LLC will be member-managed or manager-managed
- The number of LLC members on the date of filing
- The LLC’s duration
- The address of the LLC’s principal office
- Whether the LLC is a non-profit, professional, or series LLC
- The signature of a member, organizer, or other authorized person
Note that if the LLC has more than one member, it must obtain an IRS Employer Identification Number (EIIN). If it is a one-member LLC, the individual may obtain an EIN if it will have employees or if they elect to have the business taxed as a corporation instead of a sole proprietorship. Most businesses are also required to have business licenses issued by the local county clerk, and in some cases, such as if the LLC will be selling goods and collecting sales tax, they will need to register with the Department of Revenue. Similarly, the process for forming a corporation requires the following steps:
- Choose a corporate name
- File a corporate charter
- Appoint a registered agent
- Prepare corporate bylaws
- Appoint initial directors and hold first board meeting
- File annual reports
- Obtain an EIN
The corporate charter, or the Charter For-Profit Corporation, must include the corporate name and address; the name and address of the agent for service of process; the number of shares the corporation is authorized to issue; the name and address of each incorporator; the duration (perpetual or limited); and the effective date of charter. An experienced corporate and business attorney at Dowden, Worley, Jewell & Olswing, PLLC, can better help with this process, whether the business is a corporation or an LLC seeking to establish footing in Tennessee or Mississippi.
One very important element of corporate and business engagements is the contracts holding these groups together. As a result, contract breaches can severely harm or threaten an honestly operating business. Recall that a contract is an agreement between two or more parties to exchange certain legal duties that they must perform. If such a contractual duty is not performed, the breaching party may be liable for damages to the nonbreaching party who relied on the breach party to their injury. Note that according to the law, in a breach of contract action, the plaintiff (the nonbreaching party taking legal action) is responsible for proving:
- The existence of an enforceable contract
- Nonperformance amounting to the breach of the contract
- Damages caused by the breach of contract
A breach can be material or immaterial, where a material breach occurs if the nonbreaching party does not receive the substantial benefit of the contract due to the other party’s nonperformance, and an immaterial breach is if the nonbreaching party has received substantial benefit from the contract, despite partial or lack of performance from the other party. In this latter case, the injured party may still obtain a legal remedy for the minor breach. Generally, the remedies for a breach of contract are:
- Compensatory damages – payment to the injured party to reinstate them in the position they would have been in if not for the breach
- Liquidated damages – payment agreed to by the parties in the contract in anticipation of a future breach
- Specific performance – court-ordered performance of the contract when money cannot replace actual performance
Questions? Contact Our Firm Today.
If you are facing legal issues related to your corporation or business, do not hesitate to consult an experienced lawyer for legal guidance. Whether you seek to form a business or take legal action against a contract breach, our attorneys at Dowden, Worley, Jewell & Olswing, PLLC, have the years of experience and professional skill to help you.
Put a dedicated attorney on your side to protect your business. Call 901-755-8075 or contact us online to get started.