Memphis Corporate and Business Law Attorneys
Honest and Experienced Legal Professionals in the Memphis Metropolitan Area
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, Dowden, Worley, Jewell & Olswing, PLLC can guide you through your case. The firm has years of experience handling the following types of situations for clients:
- Various business formations (e.g., partnerships, corporations, LLCs)
- 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
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 1 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 require 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 2 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; and
- 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 Dowden, Worley, Jewell & Olswing, PLLC Today.
If you are facing legal issues related to your corporation or business, do not hesitate to consult an experience lawyer for legal guidance. Whether you seek to form a business or take legal action against a contract breach, the 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) 295-4635 or contact Dowden, Worley, Jewell & Olswing, PLLC online to get started.
We take the time to properly evaluate your goals and your situation. We strategize and look at creative solutions to resolve your legal situation in order to achieve the best possible outcome. We aim to achieve optimal results for you within the bounds of our ethics and the law. We are problem solvers.
We like people and we like communicating with people. We will not avoid communicating with you or opposing counsel. We will provide guidance and communication throughout your entire case to make sure you are informed. Many times, our lawyers and our entire staff will know your name and your situation. We work closely with each other in the office and share ideas, theories and we discuss the law and changes in the law on a regular basis. We will communicate with you about the possible outcomes in your situation so that you can make an informed decision.
We are a diverse group of lawyers who work hard, but who are also very family oriented. We believe this is what helps us to better understand the impact your legal decisions will make on your life. We each strive to achieve a healthy work/life balance as this makes us better lawyers.